RFQ_1305M218QNFFM0039.pdf

SECTION I

STATEMENT OF WORK

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 3 of 48

DEPARTMENT OF COMMERCE (DOC)

NATIONAL OCEANIC ATMOSPHERIC ADMINISTRATION (NOAA)

NATIONAL MARINE FISHERIES SERVICE (NMFS)

NORTHEAST FISHERIES SCIENCE CENTER (NEFSC)

SCALLOP VESSEL TRAINING PLATFORM

1. Background

The Northeast Fisheries Science Center (NEFSC), National Marine Fisheries Service (NMFS) is required to collect scientific, management, regulatory compliance and economic data for fisheries by placing Observers aboard U.S. domestic fishing vessels in certain fisheries. This data cannot be obtained at the dock or on Government research vessels. This data is needed for the management and monitoring of Annual Catch Limits, in season quotas, and to assess patterns of by-catch. In the Northeast Unite States, the Northeast Fisheries Observer Program (NEFOP) operates from Maine through North Carolina, and is overseen by the Fisheries Sampling Branch (FSB) at the NEFSC.

2. Scope

The successful Contractor shall provide services and equipment to support training trips aboard a commercial fishing vessel. The required training vessel gear type is for scallop dredge vessel(s).

The vessel must be available November 1, 2018 to October 31, 2019. The NESFC/FSB, plans to conduct a minimum of one (1) training trip opportunity using two (2) vessels during NEFOP Industry Funded Scallop Observer Certification program. This is the best estimate, and is dependent on funding availability for observer coverage, commercial fishing effort trends, coverage requirements and mandates, and observer retention.

3. General Requirements

1. The Contractor shall provide services and equipment to facilitate observer training trips aboard a fishing vessel set up to fish with the specific Gillnet gear type sought, that would represent current commercial fishing practices. Vessels must provide the fuel required to complete the trip and supply regulation compliant commercial fishing gear. Vessels must be able to tie up at a dock for the trainees to safely board and disembark. Vessels must sail and land from a port that is within a reasonable commute (60 miles) of East Falmouth, Massachusetts. Vessels must have taken an observer while actively commercial fishing within the previous twelve (12) months. Depending on vessel size, distance to fishing grounds, and class size, the vessel may have to conduct two (2) shorter trips in one day, or one longer trip in one day. A training roster, including observer trainees and FSB staff members, will be provided to the vessel before sailing. The vessel operator must review the trip details with FSB staff prior to the trip departing. Vessel(s) will set multiple gears as outlined to capture realistic fishing practices during the training trip.

The fishing vessel training trips shall take place during various training programs throughout the calendar year. Due to the unpredictable nature of weather that would affect a safe training session, back-up or “Rain Dates” must be agreed upon. “Rain Dates” for training trips will be identified as the training trip dates are selected. Should continuous inclement weather be present and no rain date can be scheduled, a dock-side or harbor scenario/fishing vessel familiarity training using the

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 4 of 48 vessel may be requested. The vessel Captain, at a minimum, must be present for this dock-side/harbor training. Embarking/debarking ports will be decided upon before vessel selection.

Flexibility with port embarking/debarking may be required on a training event basis due to training needs, weather events, and possible fishing regulatory needs. The number of vessel crew size will be determined prior to the training trip. The vessel must be manned with enough experienced crewmembers so that safe fishing operations can be conducted. The vendor will maintain a method of communication with FSB staff to be available for any scheduling changes. The vendor shall also communicate any mechanical, permitting, or crew problems upon selection that could interfere with safe and good training operations in a timely manner.

Vessel operator and/or owner must be willing to talk with the observer trainees about the safety hazards of fishing and importance of collecting high quality data. A continuous watch for marine mammals and sea turtles by vessel crew and NEFOP staff will occur while underway during the setting and hauling of gear. Action will be taken to avoid setting gear at times and places where concentrations of protected species are observed. Should an incidental take of a protected species occur during the training trip, NEFSC protocols of reporting will be followed.

2. Training Courses

• NEFOP Industry Funded Scallop Observer Training

The NEFOP Industry Funded Observer Training is thirteen days in length and includes one (1) day as a training trip aboard a commercial scallop vessel. The class size is generally between eight (8) and 20 students. The group may be split into groups of ten or less to make for a small group size to go on the training trips. When the group is split, a second scallop vessel would be needed to accommodate the training. The students are accompanied by experienced observer trainers who work for FSB. The students have hands on experience on how to apply their sampling and prioritization skills, as well as, reinforce vessel safety and shipboard etiquette. During the fishing trips, students collect the required suite of data on a pre-trip vessel safety checklist, collect gear characteristics, record haul or tow location information and weather variables. They will also estimate the amount of catch being brought onboard, using various catch estimation techniques, including actual weights, tally counts, basket sampling, and volume to volume. They will reference their program guides to determine sampling priorities and practice their species identification and biological sampling of the catch. They also interview the captain on the trip costs, and offer the required program options, such as a Data Release Form and Fishermen’s Comment Card.

• Dock-Side/Harbor Training

Should poor weather conditions persist and make conducting a training trip in the open ocean impossible, a simulated “harbor” trip would then be conducted. The trip will be conducted either dockside, or in a harbor or near land to ensure safe voyage. No fishing gear will be deployed or retrieved during these trips, FSB simulated catch will be provided. All other deliverables for training trip as listed in deliverables must be provided.

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 5 of 48

4. Gear Type: Scallop Dredge

4.1 Deliverables

The Contractor shall provide services and equipment to facilitate training trips aboard a fishing vessel configured to fish with scallop dredges.

(a) Requirements

1. Vessel will be available for a pre-trip safety check one (1) week prior to training trip and a pre-trip safety check on the day of training. FSB staff will conduct the safety checks. Any safety discrepancies noted must be corrected by the vendor prior to the training trip date.

2. Each vessel will embark on one trip on the day carrying approximately eight (8) to ten trainees accompanied by two (2) to three (3) FSB staff members that will last approximately 12 +/- hours (dependent of distance to fishing grounds) and make appropriate tows with appropriate tow durations to capture realistic fishing practices during the training session (e.g. the training trip could consist of two (2) to three (3) half hour tows using a scallop dredge);

3. Vessel, captain, and crew will provide space for sampling catch, access to navigation and safety equipment, storage of safety and sampling equipment;

4. Vessel crew should be cooperative with training staff in assisting the objectives of the training trips.

5. A wrap up meeting at the completion of the day, once the vessel is secured to the dock, will be required (not expected to be more than one (1) hour).

(b) There shall be a minimum of one (1) at-sea training per year using two (2) vessels. Additional vessels may be requested for the training, dependent upon class size. All vessels must meet or exceed described vessel and crew requirements.

4.1.1 Option Item for Additional Training Day: Scallop Dredge (CLIN 0002, 1002, 2002, 3002, 4002)

(a) General Description of Additional Training Day The Government may require the Contractor to provide additional training days during the performance of this contract. The Contractor shall provide services and equipment to facilitate training trips aboard a fishing vessel configured to fish with scallop dredges.

(b) Vessel Requirements

1. Vessel will be available for a pre-trip safety check one (1) week prior to training trip and a pre-trip safety check on the day of training. FSB staff will conduct the safety checks. Any safety discrepancies noted must be corrected by the vendor prior to the training trip date.

2. Vessel will embark on one trip on the day carrying approximately eight (8) to 10 trainees accompanied by two (2) to three (3) FSB staff members that will last approximately 12 hours and make appropriate tows with appropriate tow durations to capture realistic fishing practices during the training session (e.g. the training trip will consist of two (2) to three (3) half hour tows using a scallop dredge).

3. Vessel, captain, and crew will provide space for sampling catch, access to navigation and safety equipment, storage of safety and sampling equipment.

4. Vessel crew should be cooperative with training staff in assisting the objectives of the training

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 6 of 48 trips.

5. A wrap up meeting at the completion of the day, once the vessel is secured to the dock, will be required (not expected to be more than one(1) hour).

(c) Pricing for Option Items

1. Prices for the full training day must be provided. A training trip day will conclude within a 24 hour period. Rates for a contract base year and option years one, two, three, and four must be indicated. Specific rates should be submitted for each option year.

2. Hourly dockside/harbor rates must also be established. Rates for a contract base year and option years one, two, three, and four must be indicated. Specific rates should be submitted for each option year.

(d) Unilateral Option At the Government’s unilateral option and direction, the Government may require the Contractor to provide additional training days as requested by FSB.

(e) Process for Exercise of Option Requests for scientific information will be sent from NEFSC staff to the Contracting Officer Representative (COR). The COR will forward the request to the Contracting Officer with a funding document. The Contracting Officer may exercise the option by written notice to the Contractor within two (2) days of required performance and delivery. Written notice may take the form of fax, email, letter, or other electronic medium.

(f) Increase Quantity The contract schedule includes an item price for one (1) full day, or dock-side hourly training using a scallop dredge vessel. Delivery of the added days shall continue at the same rate as the like item called for under the contract, unless the parties otherwise agree.

4.1.2 Option Item: Dockside/Harbor Training (CLIN 0003, 1003, 2003, 3003, 4003)

(a) Dockside/Harbor General Description

Should poor weather conditions persist and make conducting a training trip in the open ocean impossible, a simulated “harbor” trip would then be conducted. The trip will be conducted either dockside, or in a harbor or near land to ensure safe voyage. No fishing gear will be deployed or retrieved during these trips, FSB simulated catch will be provided. All other deliverables for training trip as listed in deliverables must be provided.

(b) Vessel Requirements

1. Vessel shall be available for a minimum of four (4) hours for training.

2. Vessel shall have crew available that can assist with needed training.

3. Vessel shall have scallop dredge available for “mock” training trip that would allow for dredge gear and vessel familiarization and measurements as needed.

4. Vessel shall meet all safety requirements as described in general requirements.

5. Vessel crew should be cooperative with training staff in assisting the objectives of the training.

6. Hourly dock-side training rates must be established. The vessel must be accessible, with vessel staff, for FSB

(c) Pricing for Option Items

1. Prices for the full training day must be provided. A training trip day will conclude within a 24 hour period. Rates for a contract base year and option years one, two, three, and four must be

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 7 of 48 indicated. Specific rates should be submitted for each option year.

2. Hourly dockside/harbor rates must also be established. Rates for a contract base year and option years one, two, three, and four must be indicated. Specific rates should be submitted for each option year.

(g) Unilateral Option At the Government’s unilateral option and direction, the Government may require the Contractor to provide additional training days as requested by FSB.

(h) Process for Exercise of Option Requests for scientific information will be sent from NEFSC staff to the COR. The COR will forward the request to the Contracting Officer with a funding document. The Contracting Officer may exercise the option by written notice to the Contractor within two (2) days of required performance and delivery. Written notice may take the form of fax, email, letter, or other electronic medium.

5. Applicable Directives:

5.1 Safety

The Contractor shall ensure a USCG Fishing Vessel Safety Inspection has been passed within one (1) year of the start of the training trip. The vessel shall meet all safety, firefighting and lifesaving equipment requirements as found in applicable sections of Title 46 of the Code of Federal Regulations, Part 28. The vessel shall be outfitted with personal floatation devices, survival suits, and survival craft of sufficient number and capacity to accommodate all on board including visiting scientific party (FSB staff and observer trainees) and of the type required for a vessel of its size, class, and service in accordance with 46 CFR. Survival suits, personal floatation devices, and survival craft for the ship's crew must be provided by the Contractor; the scientific party (FSB staff and observer trainees) will provide their own survival suits, personal floatation devices, and additional survival craft if needed for the scientific party. The government reserves the right to inspect the vessel for safety, firefighting and lifesaving capabilities in accordance with a memorandum of understanding between NMFS and the USCG prior to award and commencement of the research cruise/training trip. A pre-trip orientation meeting aboard the vessel shall be conducted for FSB staff regarding the vessel's safety, firefighting and lifesaving capabilities assigned responsibilities and procedures. Vessels must be available for a pre-trip safety check one week prior to the training trip which will be completed by FSB staff. Vessels must meet all minimum safety requirements under the Magnuson Stevens Act Observer Health and Safety Regulations available at:

https://www.nefsc.noaa.gov/fsb/program/obs_health_safety_regs_fr110107.pdf

5.2 Stability

The vessel shall be of a design and shall be operated and maintained in a condition that warrants it seaworthy and stable in accordance with the American Bureau of Shipping's Guide for Building and Classing Fishing Vessels and the 46 CFR, Part 28, Subchapter E as applicable, taking into consideration itinerant loads identified herein.

All vessels chartered by NOAA shall have stability information and instructions derived based on tests and calculations, in a format required by regulation applicable to the vessel’s size, type, and service.

The vessel shall have, as a minimum, a Stability Letter that reflects the vessel’s current configuration http://www.nefsc.noaa.gov/fsb/program/obs_health_safety_regs_fr110107.pdf

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 8 of 48 and intended service, signed by a qualified individual (a recognized naval architect or naval architecture firm having been trained in and having experience in matters of stability calculations) certifying that the vessel meets intact stability requirements, taking into account the loading, over-the-side lifting, and at-sea conditions under which the vessel will reasonably be expected to operate during the charter. The stability letter shall contain instructions and guidance for the vessel’s operating personnel intended to maintain satisfactory vessel stability and shall include information regarding loading constraints and operating restrictions under varying conditions. Vessels 79 feet or less, for which regulatory stability evaluation criteria is not available or applicable, must provide evidence that stability has been evaluated by a qualified individual using best available data in lieu of an official Stability Letter required by regulation.

All vessels chartered by NOAA shall have and shall maintain stability information aboard the vessel.

All vessels chartered by NOAA shall be operated in accordance with the vessel’s stability instructions and guidance.

5.3 Material Condition, Structural and Watertight Integrity

The Contractor shall provide one or more of the following, reflecting the vessel’s current configuration, as evidence of the vessel being maintained in a seaworthy condition: evidence of a drydock survey, or underwater survey in lieu of drydocking, and an internal structural examination within the two years prior to the initiation of the cruise; or proof of satisfactorily passing an inspection completed by the Contractor’s marine insurance carrier within one year of initiation of the cruise. The Government reserves the right to inspect the vessel’s material condition with respect to maintenance of vital systems, vessel configuration, and watertight integrity prior to award and commencement of the cruises.

5.4 Regulatory Compliance

The vessel shall be outfitted, operated and maintained to meet all applicable federal, state and local environmental, health, safety and pollution control regulations. The Contractor shall have on board during the currency of this contract all certificates, records and other documents required by applicable laws and regulation.

5.5 NEFOP Description of Responsibilities at Sea

(a) The NEFOP training program will periodically send members of staff and trainees to sea with partner vessels in order to conduct training operations. NEFOP staff has been trained in CPR, First Aid, AED and Marine Emergency Safety.

(b) NEFOP staff will recognize the vessel captain as the ultimate authority while at sea. In the case of emergency, staff must follow the captain's orders which may include tasks outside of the 'normal' responsibilities in which case the vessel and crew will adhere to Emergency Instructions as set out in 46 CFR 28.265.

5.6 Insurance

Valid copy of proof of insurance and insurance must be submitted annually. Within 10 days of the award, the Contractor must provide proof of insurance for a rider policy at a minimum $1.0 million in excess of aggregate vessel coverage providing coverage for deployed FSB staff and associates for a total of 10 days (maximum effective days to occur during contracted days per vessel).

SECTION II

CONTRACT TERMS AND CONDITIONS

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 9 of 48

1. FEDERAL ACQUISITION REGULATION (FAR) 52.203-17 CONTRACTOR EMPLOYEE

WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C.

4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in section 3.908 of the Federal Acquisition Regulation.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(End of clause)

2. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JAN

2017)

(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, http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%203_9.html#wp1081284 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%203_9.html#wp1081284 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 10 of 48 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.

https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 11 of 48

(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.

http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 12 of 48

(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 21 relating 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;

http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 13 of 48

(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.

https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_8.html#wp1029202 https://www.acquisition.gov/

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 14 of 48

(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)

3. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (JAN 2018)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and

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

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section

743 of Div. C).

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

2016) (Pub. L. 111-117, section 743 of Div. C).

https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1158787 https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1146366 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113329 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113344 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137622 http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1141983 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1144881 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1141649 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1151163 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1151299

1305M218QNFFM0039/Scallop Dredge Gear Type Observer Training Page 15 of 48

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

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

__ (10) [Reserved].

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

657a).

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

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

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

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

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

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

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

X (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2)and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Nov 2016) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov

2011) (15 U.S.C. 657 f).

X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged

Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small

Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C.

637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O.

13126).

X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

X (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

X (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

X (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1140926 https://www.acquisition.gov/sites/default/files/current/far/html/52_207_211.html#wp1145644 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1135955 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1135955 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1135970 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1135970 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136004 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136017 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136017 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136017 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136032 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136058 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t13t16+492+90++%2815%29%20%20AND%20%28%2815%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136058 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136058 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136058 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136058 https://www.acquisition.gov/sites/default/files/current/far/html/52_217_221.html#wp1136174 http://uscode.house.gov/…