1305M321RNRMA0003.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

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

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

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

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

NRMA0000-20-01265

1305M321RNRMA0003

SUE BRATTON

Sue.Bratton@noaa.gov 303-497-6155

AJ730004

WESTERN ACQUISITION DIVISION

SOU6

325 BROADWAY

BOULDER CO 80305

541690

$16.5M

MA000002

OAR/HQ/CFO/MODD

1315 EAST WEST HWY, SSMC-3

11TH FLOOR ROOM #11151

SILVER SPRING MD 20910

Scientific, Engineering, and Technical Support Services for NOAA's Ocean and Atmospheric Research

See Schedule

LOCAL TIME

MAY 12, 2021

12:00 PM MT

X X

April 12, 2021

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

1305M321RNRMA0003

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

The U.S. Department of Commerce (DOC), National Oceanic and Atmospheric Administration (NOAA), Oceanic and Atmospheric Research (OAR) has a requirement for Scientific, Engineering, and Technical Support Services as described in the attached Performance Work Statement (PWS). This solicitation will result in the award of a single Indefinite-Delivery Indefinite-Quantity (IDIQ) contract.

Accounting classifications will be identified at the task order level.

0001 Scientific, Engineering, and Technical Support Services (SETSS) IDIQ for the Office of Oceanic and Atmospheric Research

Period of Performance September 15, 2021 to September 14, 2026

ORDERING PERIOD I: September 15, 2021 to September 14, 2022 ORDERING PERIOD II: September 15, 2022 to September 14, 2023 ORDERING PERIOD III: September 15, 2023 to September 14, 2024 ORDERING PERIOD IV: September 15, 2024 to September 14, 2025 ORDERING PERIOD V: September 15, 2025 to September 14, 2026

1.00 JB

PAGE 3 OF 56 1305M321RNRMA0003

1305M321RNRMA0003 Scientific, Engineering, and Technical Support Services

TABLE OF CONTENTS

SECTION B – SF-1449 CONTINUATION

B.1: COMMERCIAL ITEM ACQUISITION

B.2: SCHEDULE

B.3: PERFORMANCE WORK STATEMENT

B.4: CONTRACT TYPE

SECTION C - CONTRACT CLAUSES

C.1: FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS

(OCT 2018) (DEVIATION 2017-02) (AUG 2017)

C.2: ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS (OCT 2018)

C.2.1: FAR 52.252-6 – AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

C.2.2: FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.2.3: FAR 52.216-18 ORDERING (OCT 1995)

C.2.4: FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.2.5: FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.2.6: FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.2.7: FAR 52.219-17 SECTION 8(a) AWARD (OCT 2019)

C.2.8: FAR 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE

8(a) PARTICIPANTS (MAR 2020)

C.2.9: 1352.201-72 CONTRACTING OFFICER’S REPRESENTATIVE (APR 2010)

C.2.10: CAR 1352.216-74 TASK ORDERS (APR 2010)

C.2.11: CAR 1352.216-75 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (APR

2010)

C.2.12: CAR 1352.216-76 PLACEMENT OF ORDERS (APR 2010)

C.2.13: 1352.219-71 NOTIFICATION TO DELAY PERFORMANCE (DEVIATION)

(APR2010)

C.2.14:1352.219-72 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(A) CONCERNS, ALTERNATE III (DEVIATION) (APR 2010)

C.2.15: CAR 1352.228-70 INSURANCE COVERAGE (APR 2010)

C.2.16:CAR 1352.237-70 SECURITY PROCESSING REQUIREMENTS—HIGH OR MODERATE RISK

CONTRACTS (APR 2010)

C.2.17:CAR 1352.237-71 SECURITY PROCESSING REQUIREMENTS LOW RISK CONTRACTS (APR

2010)

C.2.18: CAR 1352.237-73 FOREIGN NATIONAL VISITOR AND GUEST ACCESS TO

DEPARTMENTAL RESOURCES (APR 2010)

C.2.19: CAR 1352.237-74 PROGRESS REPORTS (APR 2010)

C.2.20: CAR 1352.237-75 KEY PERSONNEL (APR 2010)

C.2.21: CAR 1352.245-70 GOVERNMENT FURNISHED PROPERTY (APR 2010)

C.2.22: CAR 1352.246-70 PLACE OF ACCEPTANCE (APR 2010)

C.2.23: CAR 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

C.2.24:NAM1330-52.203-70 SCIENTIFIC INTERGRITY AND RESEARCH MISCONDUCT (OCT

2012)

C.2.25:NAM 1330-52.203-71 NOTICE OF POST-GOVERNMENT EMPLOYMENT RESTRICTIONS

(OCT 2015)

C.2.26: NAM 1330-52.215-70 SCHEDULE OF DELIVERABLES (SEP 2005)

C.2.27:NAM 1330-52.222-70 NOAA SEXUAL ASSAULT AND HARASSMENT PREVENTION AND

RESPONSE POLICY (MAY 2018)

C.2.28: NAM 1330-52.237-70 CONTRACTOR COMMUNICATIONS

C.2.29:NAM 1330-52.237-71 NOAA GOVERNMENT-CONTRACTOR RELATIONS-NON-PERSONAL

SERVICES CONTRACT (SEPT 2017)

C.2.30: NAM 1330-52.237-72 CONTRACTOR ACCESS TO NOAA FACILITIES (SEPT

2017)

C.2.31: NAM 1330-52.242-70 SUBMITTAL OF INVOICES (FEB 2011)

C.2.32: NAM 1330-52.243-70 REQUEST FOR EQUITABLE ADJUSTMENT (OCT 2017)

C.2.33:NAM 1330-52.270-304 NOAA ACQUISITION AND GRANTS OFFICE OMBUDSMAN (OCT

2016)

C.2.34: CPARS REGISTRATION

C.2.35: OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE

C.2.36: GOVERNMENT PROPERTY

C.2.37: TRAVEL

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

IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS

(JAN 2021) (DEVIATION 2017-02) (AUG 2017) (DEVIATION APR 2020)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1: ATTACHMENTS

SECTION E - SOLICITATION PROVISIONS

E.1: FAR 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT

2018) – INCORPORATED BY REFERENCE

E.2: ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO OFFERORS –

COMMERCIAL ITEMS (OCT 2018)

E.2.1: FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY

REFERENCE (FEB 1998)

E.2.2:FAR 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND

VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)

E.2.3:FAR 52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES (OCT

2020)

E.2.4: FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS

(OCT 2018)

E.2.5: FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

E.2.6: FAR 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

E.2.7: CAR 1352.215-70 PROPOSAL PREPARATION (APR 2010)

E.2.8: CAR 1352.215-72 INQUIRIES (APR 2010)

E.2.9:CAR 1352.215-73 EVALUATION QUANTITIES–INDEFINITE QUANTITY CONTRACT (APR

2010)

E.2.10: CAR 1352.233-70 AGENCY PROTESTS (APR 2010)

E.2.11: CAR 1352.233-71 GAO AND COURT OF FEDERAL CLAIMS PROTESTS (APR

2010)

E.2.12: CAR 1352.242-70 POSTAWARD CONFERENCE (APR 2010)

E.3: CAR 1352.215-74 BEST VALUE EVALUATION (APR 2010)

E.3.1: CAR 1352.215-75 EVALUATION CRITERIA (APR 2010)

E.4: FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--

COMMERCIAL ITEMS (JAN 2021)

SECTION B – SF-1449 CONTINUATION

B.1: COMMERCIAL ITEM ACQUISITION

NOAA Solicitation 1305M321RNRMA0003 is hereby issued for the procurement of Scientific, Engineering, and Technical Support Services (SETSS). This requirement is being solicited as a commercial service; therefore, solicitation and award will be made in accordance with Federal Acquisition Regulation (FAR) Parts 12 and 15.

B.2: SCHEDULE

(a) See ATTACHMENT 1 – Price Schedule.

(b) The hourly rates proposed in the price schedule shall be fully burdened rates including but not limited to the base hourly rate, fringe benefits such as payroll taxes, Health & Welfare, vacation, holiday, and other leave pay, general and administrative expenses, overhead, and profit.

(c) Travel – It is anticipated that travel will be required in the performance of task orders. Travel requirements will be identified at the task order level. Travel costs should not be included in the hourly rates.

(d) Transition Period – After IDIQ award, there will be a transition period for a minimum of 30 days to allow for the first task order to be requested, proposed, and awarded.

B.3: PERFORMANCE WORK STATEMENT

See ATTACHMENT 2 – Performance Work Statement (PWS).

See ATTACHMENT 3 – PWS Appendix A – Labor Category Descriptions.

See ATTACHMENT 4 – PWS Appendix B – Performance Requirements Summary (PRS).

B.4: CONTRACT TYPE

The Government intends to award a single Indefinite Delivery, Indefinite Quantity (IDIQ) professional services contract;

firm-fixed-price (FFP) task orders will be issued. The IDIQ will have a five (5) year period of performance, consisting of five (5) one-year ordering periods, with an option to extend the contract for up to six (6) months.

SECTION C - CONTRACT CLAUSES

C.1: FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT 2018)

(DEVIATION 2017-02) (AUG 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, 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 at 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 Use 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.

C.2: ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(OCT 2018)

The following clauses are incorporated into this contract as an addendum to FAR 52.212-4:

C.2.1: FAR 52.252-6 – AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(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 Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

C.2.2: FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

FAR Clauses: https://www.acquisition.gov/browse/index/far CAR Clauses: https://www.acquisition.gov/car

FEDERAL ACQUISITION REGULATION

CLAUSE TITLE DATE

52.203.3 Gratuities Apr. 1984

52.203-12 Limitation on Payments to Influence Certain Federal Transactions Oct. 2010 52.204-4 Printed and Copied Double-Sided on Postconsumer Fiber Content Paper May 2011 52.204-9 Personal Identity Verification of Contractor Personnel Jan. 2011 52.204-13 System for Award Management Maintenance Oct. 2018 52.204-18 Commercial and Government Entity Code Maintenance Jul. 2016 52.204-21 Basic Safeguarding of Covered Contractor Information Systems Jun. 2016 52.227-14 Rights in Data – General May 2014 52.237-2 Protection of Government Building, Equipment, and Vegetation Apr. 1984 52.242-15 Stop-Work Order Aug. 1989 52.245-1 Government Property Jan. 2017 52.245-9 Use and Charges Apr. 2012

COMMERCE ACQUISITION REGULATION

CLAUSE TITLE DATE

1352.201-70 Contracting Officer’s Authority Apr. 2010 1352.208-70 Restrictions on Printing and Duplicating Apr. 2010 1352.209-72 Restrictions against Disclosure Apr. 2010 1352.209-73 Compliance with the Laws Apr. 2010 1352.209-74 Organizational Conflict of Interest Apr. 2010 1352.228-72 Deductibles under Required Insurance Coverage – Fixed Price Apr. 2010 1352.231-71 Duplication of Effort Apr. 2010

C.2.3: FAR 52.216-18 ORDERING (OCT 1995)

(a) Any services to be furnished under this contract shall be ordered by issuance of task orders by the individuals or activities designated in the Schedule. Such orders may be issued from September 15, 2021 through September 14, 2026.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail.

Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C.2.4: FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor--

(1) Any order for a single item in excess of $15,000,000.00.

(2) Any order for a combination of items in excess of $49,500,000.00; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal

Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons.

Upon receiving this notice, the Government may acquire the supplies or services from another source.

C.2.5: FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the services specified, and effective for the period stated, in the Schedule.

The quantities of services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause.

The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided that the Contractor shall not be required to make any deliveries under this contract beyond 12 months from the contract expiration date.

C.2.6: 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 thirty (30) calendar days of contract expiration.

ADDENDUM TO FAR 52.217-8 OPTION TO EXTEND SERVICES

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.

C.2.7: FAR 52.219-17 SECTION 8(a) AWARD (OCT 2019)

(a) By execution of a contract, the Small Business Administration (SBA) agrees to the following:

(1) To furnish the supplies or services set forth in the contract according to the specifications and the terms and conditions by subcontracting with the Offeror who has been determined an eligible concern pursuant to the provisions of section8(a) of the Small Business Act, as amended (15 U.S.C.637(a)).

(2) Except for novation agreements, delegates to NOAA the responsibility for administering the contract with complete authority to take any action on behalf of the Government under the terms and conditions of the contract;

provided, however that the contracting agency shall give advance notice to the SBA before it issues a final notice terminating the right of the subcontractor to proceed with further performance, either in whole or in part, under the contract.

(3) That payments to be made under the contract will be made directly to the subcontractor by the contracting activity.

(4) To notify the NOAA Contracting Officer immediately upon notification by the subcontractor that the owner or owners upon whom 8(a) eligibility was based plan to relinquish ownership or control of the concern.

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(5) That the subcontractor awarded a subcontract hereunder shall have the right of appeal from decisions of the cognizant Contracting Officer under the "Disputes" clause of the subcontract.

(b) The offeror/subcontractor agrees and acknowledges that it will, for and on behalf of the SBA, fulfill and perform all of the requirements of the contract.

C.2.8: FAR 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) PARTICIPANTS

(MAR 2020)

(a) Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA’s 8(a) Program and which meet the following criteria at the time of submission of offer-

(1) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and

(2) The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA.

(b) By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph (a) of this clause.

(c) Any award resulting from this solicitation will be made to the Small Business Administration, which will subcontract performance to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation.

(d) The ____________ [insert name of SBA's contractor] will notify the NOAA Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock.

C.2.9: 1352.201-72 CONTRACTING OFFICER’S REPRESENTATIVE (APR 2010)

(a) The Contracting Officer’s Representative (COR) will be identified under separate cover after award. The COR may be changed at any time by the Government without prior notice to the contractor by issuance of a new appointment letter. The location of the COR will be provided with the issuance of the COR appointment letter.

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

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

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

C.2.10: CAR 1352.216-74 TASK ORDERS (APR 2010)

(a) In task order contracts, all work shall be initiated only by issuance of fully executed task orders issued by the Contracting Officer. The work to be performed under these orders must be within the scope of the contract. The government is only liable for the quantities ordered under the terms and conditions of this contract to the extent that a fully executed task order has been issued and covers the required work and costs. Charges for any work not authorized shall be disallowed.

(b) For each task order under the contract, the Contracting Office shall send a request for proposal to the contractor. The request will contain a description of the tasks to be achieved and a schedule for completion of the task order.

(c) The contractor shall submit a proposal defining the technical approach to be taken to complete the task order, work schedule and proposed price.

(d) After any necessary negotiations, the contractor shall submit a final proposal.

(e) Task orders will be considered fully executed upon signature of the Contracting Officer. The contractor shall begin work on the task order in accordance with the effective date of the order.

(f) The contractor shall notify the Contracting Officer of any instructions or guidance given that my impact the cost, schedule or deliverables of the task order. A formal modification to the task order must be issued by the Contracting Officer before any changes can be made.

(g) Task orders may be placed during the period of performance of the contract. The ordering period rates in effect at the start of task order period of performances shall be the rates utilized for the required period of performance.

However, if option periods are included on task orders, the ordering period rates in effect when each option period begins shall be the rates utilized for that respective option period.

C.2.11: CAR 1352.216-75 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (APR 2010)

During the term of the contract, the Government shall place orders totaling a minimum of $100,000.00. The amount of all orders shall not exceed $49,500,000.00.

C.2.12: CAR 1352.216-76 PLACEMENT OF ORDERS (APR 2010)

(a) The contractor shall provide goods and/or services under this contract only as directed in orders issued by authorized individuals. In accordance with FAR 16.505, each order will include:

(1) Date of order;

(2) Contract number and order number;

(3) Item number and description, quantity, and unit price or estimated cost or fee;

(4) Delivery or performance date;

(5) Place of delivery or performance (including consignee);

(6) Packaging, packing, and shipping instructions, if any;

(7) Accounting and appropriation data;

(8) Method of payment and payment office, if not specified in the contract;

(9) Any other pertinent information.

(b) In accordance with FAR 52.216–18, Ordering, the following individuals (or activities) are authorized to place orders against this contract: Any Contracting Officer within the Western Acquisition Division (WAD) of the Acquisition and Grants Office (AGO) within NOAA.

(c) If multiple awards have been made, the contact information for the DOC task and delivery order ombudsman is N/A.

C.2.13: 1352.219-71 NOTIFICATION TO DELAY PERFORMANCE (DEVIATION) (APR2010)

The contractor shall not begin performance under this purchase order until 2 working days have passed from the date of its receipt. Unless the contractor receives notification from the Small Business Administration that it is ineligible for this 8(a) award, or otherwise receives instructions from the Contracting Officer, performance under this purchase order may begin on the third working day following receipt of the purchase order. If a determination of ineligibility is issued within the 2-day period, the purchase order shall be considered cancelled.

C.2.14: 1352.219-72 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(A) CONCERNS, ALTERNATE III (DEVIATION) (APR 2010)

(a) Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA’s 8(a) Program and which meet the following criteria at the time of submission of offers—

(1) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and

(2) The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA.

(b) By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph (a) of this clause.

(c) Any award resulting from this solicitation shall be made directly by the Contracting Officer to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation.

(d)(1) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed

$25,000, a small business concern may furnish the product of any domestic firm. This paragraph does not apply to construction or service contracts.

(2) _____TBD_______ [insert name of contractor] will notify the NOAA Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party.

C.2.15: CAR 1352.228-70 INSURANCE COVERAGE (APR 2010)

(a) Workers Compensation and Employer’s Liability. The contractor is required to comply with applicable federal and state workers’ compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the insurance policy, except when contract operations are so commingled with a contractor’s commercial operations that it would not be practical to require this coverage. Employer’s liability coverage of at least $100,000 shall be required, except in states with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers.

(b) General liability. (1) The contractor shall have bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

(2) When special circumstances apply in accordance with FAR 28.307-2(b), Property Damage Liability Insurance shall be required in the amount of $0.00, unless otherwise specified at the task order level.

(c) Automobile liability. The contractor shall have automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

(d) Aircraft public and passenger liability. When aircraft are used in connection with performing the CONTRACT, the contractor shall have aircraft public and passenger liability insurance. Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

(e) Vessel liability. When contract performance involves use of vessels, the Contractor shall provide, vessel collision liability and protection and indemnity liability insurance as determined by the Government.

C.2.16: CAR 1352.237-70 SECURITY PROCESSING REQUIREMENTS—HIGH OR MODERATE RISK

CONTRACTS (APR 2010)

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

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

(i) High Risk—Background Investigation (BI).

(ii) Moderate Risk—Moderate Background Investigation (MBI).

(2) Investigative requirements for IT Service Contracts are:

(i) High Risk IT—Background Investigation (BI).

(ii) Moderate Risk IT—Background Investigation (BI).

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

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

(1) Official legal status in the United States;

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

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

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

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

(COR):

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

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

(iii) Credit Release Authorization.

(2) The Sponsor will ensure that these forms have been properly completed, initiate the CD–254, Contract Security Classification Specification, and forward the documents to the cognizant Security Officer.

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

(4) Security processing shall consist of limited personal background inquiries pertaining to verification of name, physical description, marital status, present and former residences, education, employment history, criminal record, personal references, medical fitness, fingerprint classification, and other pertinent information. For non-U.S. citizens, the Sponsor must request an Immigration and Customs Enforcement agency check. It is the option of the Office of Security to repeat the security processing on any contract employee at its discretion.

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

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

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

Department;

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

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

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

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

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

C.2.17: CAR 1352.237-71 SECURITY PROCESSING REQUIREMENTS LOW RISK CONTRACTS (APR 2010)

(a) Investigative Requirements for Low Risk Contracts. All contractor (and subcontractor) personnel proposed to be…