1305M321QNFFP0060 - NWFSC Leadership Competency Consulting and Training - Combined SynopsisSolicitation.pdf

UNITED STATES DEPARTMENT OF COMMERCE

National Oceanic and Atmospheric Administration

ACQUISITION AND GRANTS OFFICE

Western Acquisition Division

Combined Synopsis‐Solicitation for

National Marine Fisheries Service (NMFS) Northwest Fisheries Science Center (NWFSC)

Leadership Competency Consulting and Training

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.

This solicitation is issued as a request for quotation (RFQ). Written quotes for RFQ number 1305M321QNFFP0060 shall be submitted in accordance with the instructions in ADDENDUM TO FAR

52.212‐1 ‐ INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS (OCT 2018).

This procurement is solicited as a 100% small business set aside. The associated NAICS code is 611430. The small business size standard is $12,000,000.00.

Clauses/provisions FAR 52.212‐1, 52.212‐2, 52.212‐3, 52.212‐4, and 52.212‐5 apply to this acquisition, as identified in sections C and E below. Additional contract requirement(s) or terms and conditions necessary for this acquisition are also included in the body of this solicitation. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2021‐05, dated 10 March 2021.

Please submit quotations via email to the contracting officer, Joseph Hetrick, at joseph.hetrick@noaa.gov. Offers are due at 2:00PM Pacific Time, on 26 July 2021. When responding, please include ‘1305M321QNFFP0060 ‐ NWFSC Leadership Competency Consulting and Training’ in the subject line. Any questions related to this notice shall be submitted by email no later than 15 July 2021. Answers will be provided to all eligible vendors as soon as practicable.

Joseph Hetrick Contracting Officer

Contents Section B – Performance Work Statement

Section C – Contract Clauses

Section D – Attachments

Section E – Solicitation Provisions

Section B – Performance Work Statement

CLIN Description Period of Performance Qty

Unit Price Total

Base – Task One ‐ Management Training

(FFP)

09/01/2021 ‐ 08/31/2022 1 ea

Base – Task Two ‐ Individual/Small Group Coaching (T&M)

09/01/2021 ‐ 08/31/2022 100 hours

Option – Task Three ‐Program Manager/Middle Management Training (FFP)

09/01/2021 ‐ 08/31/2022 *2 ea

Base Year Total

Option – Task One/Three ‐ Management Training (FFP)

09/01/2022 ‐ 08/31/2023 *3 ea

Option – Task Two ‐ Individual/Small Group Coaching (T&M)

09/01/2022 ‐ 08/31/2023 100 hours

Option Year 1 Total

Option – Task One/Three ‐ Management Training (FFP)

09/01/2023 ‐ 08/31/2024 *3 ea

Option – Task Two ‐ Individual/Small Group Coaching (T&M)

09/01/2023 ‐ 08/31/2024 100 hours

Option Year 2 Total

Option – Task One/Three ‐ Management Training (FFP)

09/01/2024 ‐ 08/31/2025 *3 ea

Option – Task Two ‐ Individual/Small Group Coaching (T&M)

09/01/2024 ‐ 08/31/2025 100 hours

Option Year 3 Total

Option – Task One/Three ‐ Management Training (FFP)

09/01/2025 ‐ 08/31/2026 *3 ea

Option – Task Two ‐ Individual/Small Group Coaching (T&M)

09/01/2025 ‐ 08/31/2026 100 hours

Option Year 4 Total

Total

*Quantities are estimates only. These options may be exercised multiple times, for the quantities required to meet the Government’s need and funding constraints.

Performance Work Statement (PWS) National Oceanic and Atmospheric Administration (NOAA)

National Marine Fisheries Service (NMFS) Northwest Fisheries Science Center (NWFSC)

Leadership Competency Consulting and Training

Background The purpose of this contract is to provide services to strengthen and develop Leadership Competency to manage change and collaboration in support of NMFS mission in line with the NWFSC Vivid Description of the Future. The goal is to strengthen our organization so that we are ready to meet new and changing priorities, using existing expertise, cultivating new skills, and recruiting staff and collaborators to meet present and future mission goals. Emphasis of a skilled flexible and nimble organization is required, incorporating inclusion and diversity. Developing a stable culture of collaboration, internally, as well as, with other science centers, agencies, academic, industry and citizen scientist partners. Training and consulting will be available to staff in formal leadership roles, as well as, staff development for future leadership roles and in‐the‐field leadership roles during surveys and research cruises.

Description of Services and Deliverables The contractor shall provide consultation and training to guide the current leadership, cultivate new leaders through training and consultation with NWFSC scientists, and advise on how to manage, cultivate, and recruit staff able to thrive in a flexible, nimble, collaborative workplace, now and into the future.

The contractor shall provide group training and small group/individual consultations directed at the implementation of the NWFSC’s Vivid Description of the Future and the following key areas:

1. Develop and lead a process in support of the NWFSC’s Vivid Description of the Future that increases levels of employee engagement and fosters a sustainable culture of collaboration.

2. Provide group and one on one coaching for NWFSC’s Leadership Team on organizational change management.

3. Provide formal and informal leaders with leadership competencies necessary to drive high levels of employee commitment.

4. Provide recommendations for processes and tools for organizational change that are fair, inclusive, and energizing.

5. Develop productive and professional relationships.

6. Cultivate collaborative skills throughout the organization.

7. Establish effective structures and processes that create an organization adept at effectively leading and sustaining organizational change.

8. Create pro‐active progressive approaches to the change leadership.

TASK ONE (FFP) – Management Training The contractor shall provide group Training of the Leadership Team to support organizational change management and collaboration, for a cohort of 12 – 15 senior management staff. The contractor shall follow the course approach submitted in the contractor’s proposal. Training shall thoroughly cover all aspects of the Vivid Description of the Future and the 8 Key Areas listed above.

Training is expected to begin in fall 2021, in accordance with the scheduled provided in the contractor’s proposal. The base year will focus primarily on training for NWFSC upper management, with additional coaching as well as training for other managers/project managers provided as funds allow. Future years will focus on additional coaching and providing training to additional/new NWFSC management.

Deliverables ‐ Copies of electronic presentations and other class materials, Electronic FAQ reference, Pre‐recorded audio/video transcript of the training materials to be used for later trainings/refreshers. These materials are for reference, review, and training of new members of the leadership team or other employees.

TASK TWO (T&M) ‐ Individual/Small Group Coaching The contractor shall conduct follow up small group or individual consultations, to support the implementation of actions and skills identified and taught under Task One ‐ Management Training.

The contractor shall consult with and provide expert advice to managers, program managers, and team leads in applying change management and collaboration to their specific programs and teams to meet goals and improve performance. Hours expended per team will vary based on individual team/manager’s needs. The contractor shall coordinate hours with the COR, but the contractor is responsible for tracking available consulting hours to meet these requests.

Deliverables – A report documenting the discussions and decisions made, as well as questions and answers. Copies of ancillary training materials developed under this task.

TASK THREE (FFP ‐ Option) – Program Manager/Middle Management Training The contractor shall provide additional iterations of the group training in Task One ‐ Management Training for additional management staff, program managers, and team leads to support organizational change management and collaboration as assigned by Leadership Team members.

Deliverables ‐ Copies of electronic presentations and other class materials, Electronic FAQ reference, Pre‐recorded audio/video transcript of the training materials to be used for later training/refresher. These materials are for reference, review, and training of new members of the leadership team or other employees.

Performance Requirements Summary This contract includes a Performance Requirements Summary (PRS). The PRS plays an integral role in the administration of the contract. In addition to any applicable inspection clauses or other related terms and conditions contained in the contract, the PRS shall serve as a primary tool for inspection and acceptance of services as facilitated by the Contracting Officer’s Representative (COR).

Evaluation of the Contractor’s overall performance will be in accordance with the performance standards set forth in the PRS and will be conducted by the COR.

The PRS establishes key elements of Contractor performance that represent “mission essential” service requirements, which are identified in the table below in the “Task Requirement” column.

The “Performance Objective” column represents the standard against which Contractor performance will be measured in relation to accomplishment of the corresponding service output.

The performance objective or “standard” describes the minimum acceptable level of service by the Contractor for satisfactory performance. The “Acceptable Quality Level (AQL)” column displays the maximum allowable deviation from the performance objective, which, if exceeded, evokes the negative incentive specified in the table below:

Task Requirement

Performance Objective

Acceptable Quality Level (AQL)

Incentive/ Disincentive

TASK ONE:

Group Training of the Leadership Team to support organizational change management and collaboration.

Conduct training of Leadership Team Members covering subject matter outlined in the tasks.

Training covers all elements of the Vivid Description of the Future and all elements as identified in the contractor’s Course Approach proposal.

Complete and error free deliverables provided in advance of training meetings.

Meets AQL: Timely payment, potential for exercising option periods.

Fails to meet AQL:

Withholding of invoice until rectified, negative past performance rating, may not be considered for future work

TASK TWO:

Conduct small group or individual consultations as requested as follow up to the Leadership Team Training.

Provide follow up training and consultations to Leadership Team Members and small groups to facilitate implementation of skills and goals derived during Task 1 training.

Meet with groups, provide consultation and advice by subject matter experts. Complete and error free deliverables provided within 15 days of consultation.

Meets AQL: Timely payment, potential for exercising option periods.

Fails to meet AQL:

Withholding of invoice until rectified, negative past performance rating, may not be considered for future work

TASK THREE:

Group training for Program Managers and Team Leads to support organizational change management and collaboration as required by Leadership Team members.

Provide group training to program managers, team leads and interested staff as requested by Leadership Team Members.

Training covers all elements of the Vivid Description of the Future and all elements as identified in the contractor’s Course Approach proposal.

Complete and at least 95% error free deliverables provided in advance of training meetings.

Meets AQL: Timely payment, potential for exercising option periods.

Fails to meet AQL:

Withholding of invoice until rectified, negative past performance rating, may not be considered for future work

Removing Contractors for Misconduct or Security Reasons The Government may, at its sole discretion (in coordination with the Contracting Officer where practical), direct the Contractor to remove any Contractor employee from NOAA facilities for misconduct or security reasons. Removal does not relieve the Contractor of the responsibility to continue providing the services required under the contract. The Contracting Officer will provide the Contractor with a written explanation to support any request to remove a Contractor.

Post‐Award Conference The Contractor shall attend a contract kick‐off conference with the Contracting Officer, COR, and Project Lead/Officer no later than 10 business days after the date of award. The purpose of the conference is to set the standards of performance, clarify details, place of performance, building access time, communication channels, anticipated travel (if any), required GOV training, and progress report and invoicing details. The kick off conference will be held at the Government’s facility, located at NOAA Fisheries, Northwest Fisheries Science Center, 2725 Montlake Blvd. E., Seattle, WA 98112 or via teleconference.

Confidentiality and Data Privacy This contract may require that contractors have access to non‐public information. The contractor shall maintain confidentiality of Government information unless explicitly authorized. The contractor may be required to sign and adhere to a Non‐disclosure Agreement (NDA). (Reference

CAR 1352.209‐72)

Intellectual Property Rights All deliverables are the property of the U.S. Government. All documents, analyses, files (digital or other), reports, notes and photos are to be used only by Contractor personnel assigned to this contract. Documents, files and other data are to be stored exclusively on Government owned equipment and at no point should be saved or archived on personal drives or devices. Copies are not to be disseminated to anyone outside of the NMFS or to any other contractor personnel without explicit release from the Government. (Reference FAR 52.227‐14 Rights in Data ‐ General – Alternate IV (MAY 2014) and CAR 1352.227‐70 Rights in Data, Assignment Of Copyright (APR 2010))

Government Furnished Resources The Government will provide at no cost to the Contractor the following equipment, supplies, and similar, necessary to conduct these services and anticipates facility and security access as follows:

a. Contractor employee will work primarily:

_x__ On‐Site ___ Off‐Site

b. Contractor employee requires access to NOAA Facilities:

__x_ Required ___ Not Required

c. Contractor employee requires a PIV or CAC:

__ Required __x_ Not Required

d. Contractor employee requires a NOAA email address:

___ Required __x_ Not Required

e. Contractor employee requires use of DOC owned IT equipment (laptop or desktop computer):

__ Required x Not Required

f. Contractor employee requires Non‐Government IT equipment to interconnect to a DOC network:

___ Required __x_ Not Required

g. Contractor employee requires access to non‐public DOC/NOAA data:

___ Required _x__ Not Required

h. Contractor employee will be provided on‐site office space with incidental Government Property (desk, chair, phone, and other similar equipment that remains onsite, per FAR 45.000 (5))

__ Provided _x__ Not Provided

i. For Contractor employees doing laboratory work, the Government will provide typical lab supplies and equipment for use:

__ Provided _N/A_ Not Provided

j. For Contractor employees doing field work, the Government will provide typical field equipment, gear and supplies for use:

__ Provided __N/A_ Not Provided

k. Description of other access or equipment requirements not already addressed above:

The Contractor may be required to drive Government vehicles to perform local travel;

successful completion of the NOAA Defensive Driver Training is required.

IT Security The contractor must meet the Department of Commerce IT Security Program Policy and Minimum Implementation Standards (found at https://connection.commerce.gov/collection/it‐security‐policy‐ and‐fisma‐reporting‐program). The contractor must also adhere to NOAA and NMFS security policies (found at https://www.csp.noaa.gov/policies/).

Section 508 Compliance Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended by P.L. 105‐ 220 under Title IV (Rehabilitation Act Amendments of 1998), all Electronic and Information Technology (EIT) developed, procured, maintained and/or used under this contract shall be in compliance with the “Electronic and Information Technology Accessibility Standards” set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the “Access Board”) in 36 CFR Part 1194. The complete text of Section 508 Standards can be accessed at http://www.access‐board.gov/ or at http://www.section508.gov.

Operational Access Facility access is from 0600‐1800 Monday‐Friday. Contractor access to facilities shall be in coordination with the COR and in accordance with NAM 1330‐52.237‐72 Contractor Access to NOAA Facilities.

Place of Performance Work will be conducted on‐site at the Northwest Fisheries Science Center, Seattle, WA. In cases of shutdown or furlough (or in other instances which cause the Government facility to be closed), contact the COR for guidance.

Hours of Operation The contractor shall work during normal operating hours at the NWFSC which are from 0600‐1700

Overtime and Travel Overtime is not anticipated nor authorized at this time. If overtime is required, it will be coordinated through the COR and approved on a case‐by‐case basis by the Contracting Officer in writing. Any overtime worked prior to the receipt of proper written authorization from the Contracting Officer will be done at the Contractor’s own risk and expense.

Travel is not anticipated for this task order.

Additional Requirements The following additional aspects are / are not anticipated during the performance of this order:

a. Domestic/U.S. Travel: ___ Anticipated _ x Not Anticipated

b. Foreign/Overseas Travel: ___ Anticipated __x

Not Anticipated

c. Specialized Air Travel/Aerial Surveys:

_____ Anticipated __X__ Not Anticipated

d. Sea Days (Deployed at Sea):

____ Anticipated __x__

Not Anticipated

e. Dockside/Harbor Side Work:

____ Anticipated x Not Anticipated

f. Scuba Diving/Underwater Work:

_____ Anticipated __X__ Not Anticipated

g. Remote Working Conditions:

(i.e.: Worksite lacks Basic Services, has Isolated Living Conditions, or similar)

_____ Anticipated __X__ Not Anticipated

h. Other: _____ Anticipated __X__ Not Anticipated

i. Description of anticipated Special and/or Additional Requirements not already described above: N/A

Personnel shall be screened in accordance with the requirements for Low Risk contracts as specified by CAM CAR 1352.237‐71, as determined by the Contracting Officer; specifically, in accordance with CAR 1352.237‐71, Security Processing Requirements—Low Risk Contracts (April 2010). Any access by contract personnel who are Foreign Nationals shall be in accordance with the requirements of CAR 1352.237‐73, Foreign National Visitor and Guest Access to Departmental Resources (APR 2010).

The contractor shall comply with the IT Security requirements of the Department of Commerce as outlined in Commerce Acquisition Regulation (CAR) 1352.239‐72, Security Requirements For Information Technology Resources (April 2010).

If needed, the contractor shall submit security forms required by CAR clause 1352.237‐71 two (2) weeks prior to each new contract employee’s start of work so that the NOAA staff has sufficient time to process requests for background checks, NOAA badges, and network access.

Reallocation of Funds Reallocation of funds within the obligated value of individual CLINs for labor hours, overtime hours, or travel and other reimbursable expenses can be authorized in writing by the COR or CO.

Period of Performance The period of performance is from (estimated) September 01, 2021 through August 31, 2022, with four (4) twelve (12) month option periods.

Section C – Contract Clauses

FAR 52.212‐4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (OCT 2018) (DEVIATION 2017‐05)

(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; 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;

(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) [Reserved]

(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)

FAR 52.217‐8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

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)

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 5 years and 6 months.

(End of clause)

FAR 52.252‐4 ALTERATIONS IN CONTRACT (APR 1984)

Portions of this contract are altered as follows:

TBD at award

FAR 52.252‐6 AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Commerce Acquisition Regulation (48 CFR Chapter

13) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

CAR 1352.201‐70 CONTRACTING OFFICER'S AUTHORITY (APR 2010)

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

CAR 1352.201‐72 CONTRACTING OFFICER'S REPRESENTATIVE (APR 2010)

(a) Designated at Award by Separate Letter 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.

(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.

CAR 1352.237‐75 TITLE 13 AND NON‐DISCLOSURE REQUIREMENTS (APR 2010)

The Census Bureau's data are protected by Title 13 of the United States Code. The contractor may not use Title 13 data for any purpose other than the intended purpose for which it is supplied or obtained. All contractor personnel who will have access to Title 13 data must take an oath and complete the Census Bureau Form BC–1759 (Special Sworn Status) that requires nondisclosure of Title 13 data. An authorized Census employee or a Notary Public must administer the oath of nondisclosure.

CAR 1352.237‐75 KEY PERSONNEL (APR 2010)

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

Project Manager: (To Be Designated by Separate Letter) Other Key Personnel: (To Be Designated by Separate Letter)

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

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

(End of Clause)

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:

National Marine Fisheries Service Northwest Fisheries Science Center 2725 Montlake Blvd. E Seattle, WA 98112

CAR 1352.270‐70 PERIOD OF PERFORMANCE (APR 2010)

(a) The base period of performance of this contract is from September 1, 2021 through August 31, 2022. If an option is exercised, the period of performance shall be extended through the end of that option period.

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

PERIOD START DATE END DATE

OPTION I September 1, 2022 August 31, 2023

OPTION II September 1, 2023 August 31, 2024

OPTION III September 1, 2024 August 31, 2025

OPTION IV September 1, 2025 August 31, 2026

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

NAM 1330‐52.222‐70 NOAA SEXUAL ASSAULT AND SEXUAL HARASSMENT PREVENTION AND

RESPONSE POLICY (MAY 2018)

In accordance with NOAA Administrative Order (NAO) 202‐1106, NOAA Sexual Assault and Sexual Harassment Prevention and Response Policy, it is the policy of NOAA to maintain a work environment free from sexual assault and sexual harassment. NOAA prohibits sexual assault and sexual harassment by or of any employee, supervisor, manager, contractor, vendor, affiliate, or other individual with whom NOAA employees come into contact by the virtue of their work for

NOAA.

Definitions.

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

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

Sexual Harassment ‐ As defined by the Equal Employment Opportunity Commission, sexual harassment is a form of sex discrimination that violates Title VII of the Civil Rights Act of 1964. It includes unwelcome sexual advances, requests for sexual favors, and other verbal, non‐verbal, or physical conduct of a sexual nature when any of the following are true:

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

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

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

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

(b) Requirements.

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

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

If a contractor employee observes or is the object of sexual assault or sexual harassment, he or she is highly encouraged to report the matter, as soon as possible, to their immediate supervisor, the Contracting Officer’s Representative (COR), subset of the COR (e.g. Task Manager or Assistant COR), or contracting officer (CO) if a COR is not assigned to the contract. The contract employee may also contact the NOAA Civil Rights Office to obtain guidance on reporting instances of sexual assault or sexual harassment. If deemed necessary, the contractor employee may also report such instances to local law enforcement. In the case where the incident occurs while performing at a remote location, such as at sea or in the field (at a field camp or other isolated location) where the above referenced individuals are unavailable, the contractor employee should follow the reporting procedure set forth in NAO 202‐1106, Section 6,.07, Reporting from Remote Locations.

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

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

The contractor shall provide all contractor employees assigned to perform under this contract with mandatory sexual assault and sexual harassment prevention and response training in compliance with the requirements of NAO 202‐1106, Section 5, Prevention Training and Awareness, as part of their initial in‐processing and on an annual basis thereafter. The initial training shall be completed within business days [30 unless a different number is inserted] of contract award or the date a contractor employee is assigned to perform under the contract, as applicable.

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

Evidence of annual training by name and date completed for each contractor employee shall be submitted to the COR or contracting officer (if no COR assigned) no later than March 1st of each calendar year of contract performance.

The mandatory sexual assault and sexual harassment training provided by the contractor shall include the required elements set forth by NOAA’s Workplace Violence Program Manager. A link to the website including the required elements of the training is provided at:

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

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

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

Contractor employees performing on assignments in a remote location, such as at a field camp or other isolated locations, are subject to receiving the same briefing on the parameters of the order provided to NOAA employees as set forth in Section 6 of NAO 202‐1106.

The contractor shall provide a copy of this solicitation and contract language and NAO 202‐1106 to contractor employees.

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

For NOAA employees, affiliates, and contractors who have experienced sexual assault or sexual harassment, NOAA has established the NOAA Sexual Assault/Sexual Harassment (SASH) helpline.

This helpline is designed to provide crisis intervention, referrals, and emotional support to those who are victims and/or survivors of sexual harassment or sexual assault within the workplace.

Contractor employees may use the helpline to receive live, confidential, one‐on‐one support in an occurrence of sexual harassment or assault by a Federal Government employee.

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

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

Phone: 1‐866‐288‐6558

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

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

Text: (202) 335‐0265

(d) Confidentiality.

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

(e) Remedies.

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