1305M2-133F-20-RQ-02126.docx

U.S. Department of Commerce National Oceanic and Atmospheric Administration Eastern Acquisition Division 200 Granby Street, Suite 815 Norfolk, VA 23510

REQUEST FOR QUOTATION

RIGHT WHALE EARLY WARNING SYSTEM SUPPORT SERVICES

1305M2-20-RQ-2126

March 2020

NOTICE DATE: March 9, 2020 Response Due: Friday March 23, 2020 at 2:00 PM EST

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format at FAR Subpart 12.6, as supplemented with additional information included in this notice, and is being conducted pursuant to FAR Part 12- Acquisition of Commercial Items and Subpart 13.5-Simplified Procedures for Certain Commercial Items. The synopsis/solicitation constitutes a RFQ and incorporates provisions and clauses in effect through Federal Acquisition Circular No. 2005-97 dated 1/24/2018. Should the Government issue an order resulting from this RFQ, it will be in the form of a written offer to the supplier and shall require the supplier’s acceptance by notification to the Government, in writing, as defined at FAR 2.101. THIS ANNOUNCEMENT CONSTITUTES THE ONLY SOLICITATION; QUOTES ARE BEING REQUESTED AND A WRITTEN SOLICITATION WILL NOT BE ISSUED.

The National Oceanic and Atmospheric Administration (NOAA), Eastern Region Acquisition Division, 200 Granby Street, Suite 815, Norfolk, Virginia 23510, on behalf of the National Marine Fisheries Service (NMFS), Southeast Regional Office (SERO) is soliciting quotes for Right Whale Early Warning System Support Services.

This RFQ is being released as a Full and Open competition. The associated North American Industry Classification System (NAICS) code is 541370- Surveying and Mapping (except Geophysical) Services, which has a corresponding size standard of $15.0 million.

The Government anticipates awarding one Firm Fixed Price contract with a five (5) year period of performance from July 1, 2020 through June 30, 2025.

The Contractor shall supply all necessary personnel, supervision, services, materials, travel and other items as required in accordance with this RFQ.

Attachment 1-Pricing Schedule Attachment 2-2019 EWS Aerial Survey Protocols Attachment 3- Past Performance Information Form Attachment 4- Past Performance Questionnaire

STATEMENT OF WORK

SOUTHEAST RIGHT WHALE EARLY WARNING SYSTEM

NATIONAL MARINE FISHERIES SOUTHEAST REGIONAL OFFICE

1.0 BACKGROUND

Management of marine mammal populations falls within the jurisdiction of the National Marine Fisheries Service (NMFS) under the Marine Mammal Protection Act (MMPA) of 1972 and, for right whales, under the Endangered Species Act (ESA) of 1973. The Southeast Regional Office (SERO) is responsible for the management of marine mammals, including North Atlantic right whales, from North Carolina to Florida.

The western North Atlantic right whale population is highly endangered. Ship strikes and fishing gear entanglements continue to contribute to right whale mortalities. The only known calving area of the North Atlantic right whale occurs in coastal waters from North Carolina to northern Florida. Mothers, calves, and other right whales use this habitat during winter.

Ship strike risks are present during the winter calving season as there are five major shipping ports in the SE US with approaches transecting the calving area. All of these shallow-water ports require periodic dredging to remain open. Dredging takes place during the winter to avoid mortality to endangered sea turtles; however, this is when right whales are present in the area along with significant levels of shipping activity. Dredged material is removed from the channels using hopper barges and the increased traffic increases the possibility of collision with right whales. Additionally, there are other governmental vessels, most notably Naval and Coast Guard vessels that transit through and within the calving area.

Right whales are slow moving, especially when accompanied by a calf, and generally only a small portion of the whale is visible at the surface of the water. Both of these factors, combined with the amount of ship traffic in the area, make the right whale especially vulnerable to collision with ships.

Aerial surveys, funded jointly by the U.S. Navy, U.S. Army Corps of Engineers (ACOE), U.S. Coast Guard (CG), and the NMFS, have evolved into what is currently known as the Early Warning System (EWS). These aerial surveys are flown to locate right whales within the winter calving area. Sightings of right whales are entered into the EWS communication network and relayed directly or indirectly to marine users consistent with EWS Aerial Survey Protocols.

The EWS Aerial Survey Protocols provide guidance and consistency to aerial survey teams regarding the many variables related to flying EWS aerial surveys. The protocols are developed and updated by NMFS with input from EWS aerial survey teams, and are dynamic in nature. Thus, NMFS, after considering input from the EWS teams, may periodically update or modify the protocols to address changing needs and demands of the EWS surveys (2019 EWS Aerial Survey Protocols are included in Attachment 2). The EWS Aerial Survey Protocols are incorporated by reference.

The EWS surveys in the SE US right whale calving area are conducted collaboratively by two or more survey teams/aircraft. The survey transects will be divided into two sectors of responsibility contingent upon supplied weekly or bi-monthly predicted whale distributions. This acquisition is for one aerial survey team that will be responsible for Early Warning System survey and associated operations in one sector of responsibility in the vicinity of the Georgia/Florida state boundary (i.e., one aerial survey team). Georgia Department of Natural Resources (GDNR) will be responsible for aerial surveys flown in the other sector.

2. OBJECTIVES

The main objectives of the requirement are:

1. Use aerial survey methods to monitor calf production in North Atlantic right whales.

2. Use aerial survey methods to collect North Atlantic right whale location data in nearshore continental shelf waters of the Southeast U.S. coast.

3. Use established photographic identification techniques to collect photographs for use in photo-identification of individual whales.

4. Communicate sighting locations to federal and other marine users consistent with Early Warning System (EWS) survey protocols.

This data collection and notification effort will compliment other right whale-related data collection activities planned along the U.S. East Coast.

3. TASKS

1) The Contractor shall meet with the National Oceanic and Atmospheric Administration’s National Marine Fisheries Service (NMFS) representatives in either Fernandina Beach or St. Petersburg, FL at least two weeks prior to the survey season, unless both parties agree to another time, to coordinate on the upcoming season and to review protocols.

2) Pre-field Season Tasks The contractor shall:

a) Identify qualified marine mammal observers to assist with the upcoming surveys;

b) Ensure all field logistics (e.g., lodging, aerial survey platform, ground transportation, field supplies) are in place;

c) Work with NOAA to determine whether and, if so, how survey protocols should be modified to meet the project’s objectives and maximize data quality and utility.

3) Survey Requirements

a) Surveys shall be flown December 1 through March 31.

b) The seasonal survey area includes the nearshore continental shelf area from Cape Canaveral, Florida, to Charleston, South Carolina and generally illustrated in (Figure 1). A “universe” of potential track lines will be identified for the survey area prior to each season by NMFS after consultation with the contractor and others. Track lines will be oriented perpendicular to shore extending from the shoreline to no greater than 80 km from shore.

Figure 1. General area that may be surveyed during the right whale calving season. Map is for illustrative purposes only, and actual survey area may change slightly, but remain off the South Carolina, Georgia, and Northeast Florida area.

c) Daily surveys will consist of flying a set of transects selected from the universe of track lines. The transect set will be dynamically determined and based on weekly or bi-monthly predictive models generated by Florida Fish and Wildlife Conservation Commission and consistent with EWS Aerial Survey Protocols.

d) Daily surveys are estimated to require up to 6 hours of flight time. The Contractor is not expected to exceed a maximum of 350 flight hours for the four-month survey season.

e) The Contractor shall be available to fly (7) seven days per week, but surveys shall only be conducted in conditions of Beaufort sea state of four (4) or less.

f) Surveys will be coordinated with a similar GDNR aerial survey project and will result in optimal joint coverage to meet NMFS’ needs.

g) Surveys will be flown at a standard operational altitude of 1000 feet above sea level and not less than 750 feet to maximize the ability to view right whales. Operational survey speed will be 185 km/hr over ground. Surveys will be flown only in visual flight regulations (VFR) flight conditions. The contractor is expected to follow a risk-averse strategy to avoid unnecessary danger to the safety of the aircraft crew and pilots.

h) Aerial surveys, communication of sightings, data sharing, and in-season collaboration shall be consistent with EWS Aerial Survey Protocols.

i) NMFS may modify the EWS Aerial Survey Protocols during the course of this contract; based on fine scale protocol tweaks during performance or results in changes by other agencies. NMFS does not anticipate that this will result in additional expense to the Contractor. However, if an additional expense is forecasted approval, will need to be obtained from the Contracting Officer via a modification prior to commencing work.

j) In the event of a sighting or report of an entangled or dead floating whale, the survey team may be temporarily redirected off-effort as directed by the RIWH Recovery Coordinator or her designee, to respond to the sighting at no additional cost to the government. NMFS does not anticipate increased flight time associated with these responses.

k) The scientific party shall consist of at least two observers, one positioned on each side of the aircraft.

l) Photographs to be used for identification shall be made of individual right whales when such effort does not compromise flight safety. The contractor shall use aerial photographic protocols developed by the National Oceanic and Atmospheric Administration (NOAA) Fisheries and its cooperators (New England Aquarium, Boston, Massachusetts; and Provincetown Center for Coastal Studies, Provincetown, Massachusetts).

m) NMFS may require real-time information on the within-season sighting history of any right whale observed in the SE that exhibits signs of recent human interaction.

n) The contractor shall attend and present aerial survey findings to the Southeast Recovery Plan Implementation Team (SEIT) during their spring meeting, annually. The meeting date and location will be identified by the SEIT, but is likely to be in the May timeframe and in NE Florida.

4) Aircraft, Crew and Coordination Requirements

a) Preseason Coordination: The Contractor shall assist NMFS in coordinating with other federal agencies, as requested by NMFS, to ensure effective communication, flight requests, and sighting reports.

5) Data Collection Requirements

The Contractor shall collect effort data, location of large whales, right whale photo ID data, leatherback sea turtles, manta rays, governmental vessels, and incidents of human interactions with right whales. Additional details regarding data collection, management, and submission are included in the EWS Aerial Survey Protocols.

6) Weekly Performance Records

No later than Wednesday of the following week, the Contractor shall make available survey activities conducted from the previous Monday through Saturday. Report format and contents shall follow that described in the EWS Aerial Survey Protocols, but generally include a graphic of survey tracks and whale sighting locations, reason if no survey was flown, number and preliminary identifications of individual right whale sightings, and other large whale sightings.

7) Quality Assurance Surveillance Plan

Individual Right Whale Identification

Survey High Priority Spatial Area

Enter right whale sightings into EWS Communication Network

Responsive to the needs of the government

Customer Service

Collaborates with other SER Researchers

8) End of Season Data Delivery Requirements

a) By April 30, annually, the Contractor shall deliver all quality-controlled, final aerial survey effort and event data including electronic data, sighting data sheets, etc., that were collected under this contract to Barb Zoodsma, RIWH Recovery Coordinator and other recipients specified in and consistent with EWS Aerial Survey Protocols:

b) By April 30, annually, the Contractor shall forward all Photo ID data to Barb Zoodsma, RIWH Recovery Coordinator and other recipients specified in and consistent with EWS Aerial Survey Protocols:

9) Annual Performance Report

a) The Contractor shall report on the following information, collected from surveys conducted under this contract, in an annual report:

· Number of survey days flown and monthly on-effort trackline distance (nmi);

· Graphical illustration of the density distribution of survey effort and locations of right whale sightings;

· The number and identification of individual right whales observed including age, sex, and reproductive status (if known);

· Number of entangled whales observed, and summaries of incidents

· Number and description of injured and dead whales observed

· Number of whale/vessel interactions observed, including incident summaries.

· Number of humpback and other large whale sightings recorded.

b) By April 30, annually, the Contractor shall submit to the Government an electronic copy of the report containing information outlined in preceding paragraph “a”.

c) The Contractor will be required to work with NOAA Fisheries and the GDNR aerial survey team on developing a calving season report that combines and consolidates results from SE US aerial survey efforts.

4. DELIVERABLES

The following deliverables shall be delivered at the specified times following the aerial survey season 1 December to 31 March.

5Numbers correspond to addresses listed in C.6 “Delivery Locations.” Deliverables should be sent to addresses listed in C.6 “Delivery Locations” unless otherwise specified.

5. DELIVERY LOCATION

Delivery addresses for deliverables listed in DELIVERABLES unless otherwise specified shall be:

SE Right Whale Recovery Coord.

NMFS

2382 Sadler Road Fernandina Beach, FL 32034 Email: Barb.Zoodsma@noaa.gov Phone: 904-321-2806

Marine Mammal Branch Chief

NMFS

Protected Resources Division 263 13th Ave. So St. Petersburg, FL 33701 Email: Laura.Engleby@noaa.gov Phone: 727-551-5771

6. REQUIREMENTS

1) The Contractor shall acquire, or be listed as a Co-Investigator on, all applicable MMPA and ESA permits. Permits may be obtained from:

Permits, Conservation and Education Division Office of Protected Resources National Marine Fisheries Service Silver Spring, MD 1315 East-West Highway, Room 13705 20910 Phone: 301-713-2289

2) Prior to award and throughout the duration of the contract performance period upon request, the Contractor shall provide documentation verifying compliance with all aircraft and crew requirements for Right Whale Aerial Surveys, as outlined in the Attachment 1.

3) Observers shall have previous experience in surveys for marine mammals, and be trained and experienced in the identification of marine mammals.

4) One member of the scientific party must have previous experience taking right whale photographs from the air and be proficient in identifying individual right whales.

5) The Contractor shall conduct surveys consistent with the “NOAA Fisheries SER Minimum Aircraft and Crew Provisions for Right Whale Aerial Surveys: January 2013”

6) Surveys, protocols, and collaborations shall be consistent with the EWS Survey Protocols.

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

8) Occasionally, law enforcement investigations will take place as the result of information collected under this contract/grant. If the contractor/grantee is notified that a law enforcement investigation is under way, the contractor/grantee shall refrain from distributing information obtained under this contract/grant and related to the incident under investigation unless prior permission is obtained from the RIWH Recovery Coordinator.

9) Photographic credit for all photos obtained under this contract shall be as follows: [Contractor]/NOAA.

10) During media interviews, in publications, etc.; the Contractor shall acknowledge U.S. Army Corps of Engineers, U.S. Coast Guard, U.S. Navy, and NOAA Fisheries as funding sources for all efforts paid for under this contract.

11) The government reserves the right to include findings (sightings, photographs, data, etc.) from this work in agency reports, newsletters, responses to media, etc. We will appropriately acknowledge the contractor and satisfy any conditions specified by permits, etc.

1. FEDERAL ACQUISITION REGULATION (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) - http://farsite.hill.af.mil/vffara.htm Commerce Acquisition Regulation (CAR) – http://farsite.hill.af.mil/vfcara.htm (End of clause)

2. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS ALT 1 (JAN 2017)

a. FAR 52.202-1 DEFINITIONS (NOV 2013)

b. FAR 52.203-3 GRATUITIES (APR 1984)

c. FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

d. FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

e. 52.204-19 – INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

f. FAR 52.232.40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

g. FAR 52.233-3 PROTEST AFTER AWARD (AUG 1996)

h. COMMERCE ACQUISITION REGULATION (CAR) 1352.201-70 CONTRACTING OFFICER’S AUTHORITY (APR 2010)

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

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

k. CAR 1352.237-71 SECURITY PROCESSING REQIREMENTS – LOW RISK CONTRACTS (APR 2010)

l. FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm-Fixed-Price contract resulting from this solicitation.

(End of clause)

m. 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. 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 15 days prior to the end of the effective period of the task order.

Inclusion of FAR clause 52.217-8, Option to Extend Services, in the solicitation and resultant contract is for use by the Government as outlined at FAR 37.111, Extension of Services. The option will be exercised as needed at any time during the life of the contract using the rates applicable at the time of exercise.

(End of Clause)

n. 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 15 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 60 months.

(End of clause)

o. CAR 1352.201-72 CONTRACTING OFFICER’S REPRESENTATIVE (COR) (APR 2010)

(a) TBD 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:

NOAA Fisheries, SERO

Phone: TBD

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

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

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contracting Officer. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the Contractor (End of clause)

p. CAR 1352.246-70 PLACE OF ACCEPTANCE (APR 2010)

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

(b) The place of acceptance will be:

NOAA Fisheries, SERO

Phone: TBD (End of Clause)

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

r. NOAA ACQUISITION MANUAL (NAM) 1330-52.237-70 CONTRACTOR COMMUNICATIONS

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

1. Included in NOAA’s locator, and

1. 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)

s. NAM 1330-52.237-71 NOAA GOVERNMENT-CONTRACTOR RELATIONS – NON-PERSONAL SERVICES (SEPT 2017)

(a) The Government and the contractor understand and agree that the services to be delivered under this contract by the contractor to the Government are non-personal services as defined in FAR Part 37, Service Contracting, and the parties recognize and agree that no employer-employee relationship exists or will exist under the contract between the Government and the contractor’s personnel. It is, therefore, in the best interest of the Government to afford both parties an understanding of their respective obligations.

(b) Contractor personnel under this contract shall not:

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

1. Be placed in a position of command, supervision, administration, or control over Government personnel or over personnel of other contractors performing under other NOAA contracts.

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

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

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

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

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

(End of clause)

t. NAM 1330-52.242-70 SUBMITTAL OF INVOICES

(a). The Contractor shall prepare and submit an invoice to the COR for approval with a copy to the contracting officer for information. All invoices shall be submitted by the 10th day of the subsequent month.

(b). Payment will be based on receipt of a proper invoice and satisfactory contract performance and guidelines in FAR 32.9, Prompt Payment. To constitute a proper invoice, the Contractor’s invoice shall be prepared in accordance with, and contain all elements specified in FAR 52.212-4(g), “Invoices”.

(c). Original invoices shall be e-mailed to the designated billing office as follows:

NOAA Fisheries, SERO

Phone: TBD

A copy of all invoices shall be e-mailed to the contract administration office as follows:

NOAA Eastern Regional Acquisition Division Attn: Kristy Dixon 200 Granby St.

Norfolk, VA 23510 E-mail: Kristy.Dixon@noaa.gov

The designated payment office for this contract is:

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

(d). The Contractor will submit invoices to the Contract Officer’s Technical Representative stating the hours worked, the task and/or equipment purchases made. A final invoice should be submitted with the final report, and will be paid when the final report and all tasks are reviewed and deemed to be complete by the Agency.

(e). The Government will return invoices that do not comply with these requirements. If the invoice does not comply with FAR 52.212-4(g), “Invoices”, the COR will return it to the Contractor within seven days after the date the designated office received the invoice along with a statement as to the reasons why it is not a proper invoice.

(End of Clause)

u. NAM 1330-52.203-70 SCIENTIFIC INTEGRITY AND RESEARCH MISCONDUCT

(a) Definitions. As used in this provision – Scientific activities mean activities that involve inventorying, monitoring, observations, experimentation, study, research, integration, modeling, and scientific assessment.

Scientific integrity means the condition resulting from adherence to professional values and practices when conducting and applying…