9 RFQ 1305M322QNRMA0051.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

NR-MAH000-22-00976

1305M322QNRMA0051

DARRIN MOORE

DARRIN.MOORE@NOAA.GOV 303-497-5588

AJ730004

WESTERN ACQUISITION DIVISION

325 BROADWAY, SOU6

BOULDER CO 80305

483114

MAH00031

PACIFIC MARINE ENVIRO LAB

7600 SAND POINT WAY NE

/R/PMEL

SEATTLE WA 98115-6349

see continuation page for line item details.

See Schedule

LOCAL TIME

JUL 1, 2022

01:00 PM MT

Please

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

1305M322QNRMA0051

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Bering Sea Charter Services in accordance with Attachment 1 - PWS

Charter Price Includes:

Eight (8) Sea Days Fuel One (1) day for loading One (1) day for unloading Pier costs for loading/unloading

Period of Performance: 08/01/2022 to 09/15/2022

8.00 DA

NTE NTE/OPT

1001 Optional Bering Sea Charter Service days in accordance with Attachment 1 - PWS

Each Optional Day Price Includes:

Sea Day Fuel

Period of Performance: 08/01/2022 to 09/15/2022

2.00 DA

PAGE 3 OF 55 1305M322QNRMA0051

Table of Contents B SECTION B – SF1449 Continuation of Schedule 7

C SECTION C - Clauses and Contract Language 8

C.1 FAR 52.212-4 Contract Terms and Conditions -- Commercial Items (NOV 2021) (DEVIATION 2017-02) (AUG 2017) 8

C.2 Addendum to FAR 52.212-4 Contract Terms and Conditions-Commercial Items, (NOV 2021) (DEVIATION 2017-02)

(AUG 2017) 12

C.2.1. FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) 12

C.2.2. FAR 52.203--3 Gratuities (APR 1983) 12

C.2.3. FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 2020) 12

C.2.4. FAR 52.204-13 System for Award Management Maintenance (OCT 2018) 12

C.2.5. FAR 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020) 12

C.2.6. FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (NOV 2021) 12

C.2.7. FAR 52.242-15 Stop-Work Order (AUG 1989) 12

C.2.8. FAR 52.245-1 Government Property (SEPT 2021)--Alternate I (APR 2012) 12

C.2.9. FAR 52.245-9 Use and Charges (APR 2012) 12

C.2.10. FAR 52.247-14 Contractor Responsibility for Receipt of Shipment (APR 1984) 12

C.2.11. FAR 52.247-15 Contractor Responsibility for Loading and Unloading (APR 1984) 12

C.2.12. FAR 52.247-21 Contractor Liability for Personal Injury and/or Property Damage 12

C.2.13. FAR 52.247-22 Contractor Liability for Loss of and/or Damage to Freight other than Household Goods (APR 1984)

C.2.14. CAR 1352.201-70 Contracting Officer's Authority (MAR 2010) 12

C.2.15. CAR 1352.209-73 Compliance with the laws (APR 2010) 12

C.2.16. CAR 1352.209-74 Organizational conflict of interest (APR 2010) 12

C.2.17. FAR 52.217-8 Option to Extend Services (NOV 1999) 12

C.2.18. FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000) 13

C.2.19. FAR 52.252-6 Authorized Deviations in Clauses (NOV 2020) 13

C.2.20. CAR 1352.201-72 Contracting Officer's Representative (COR) (APR 2010) 13

C.2.21. CAR 1352.228-70 Insurance Coverage (APR 2010) 14

C.2.22. CAR 1352.228-72 Deductibles Under Required Insurance Coverage – Fixed Price (APR 2010) 14

C.2.23. CAR 1352.245-70 Government Furnished Property (APR 2010) 14

C.2.24. CAR 1352.246-70 Place of Acceptance (APR 2010) 15

C.2.25. CAR 1352.270-70 Period of Performance (APR 2010) 15

C.2.26. NAM 1330-52.203-71 Notice of Post-Government Employment Restrictions (OCT 2015) 15

C.2.27. NAM 1330-52.215-70 Schedule of Deliverables (SEPT 2005) 16

C.2.28. NAM 1330-52.222-71 NOAA Sexual Assault and Sexual Harassment Prevention and Response Policy Applicable to Crew Members of Vessels under NOAA Contract or Order 16

C.2.29. NAM 1330-52.237-70 Contractor Communications 18

C.2.30. NAM 1330-52.237-71 NOAA Government-Contractor Relations – Non-Personal Services (SEP 2017) 18

C.2.31. NAM 1330-52.242-70 Submittal of Invoices (FEB 2011) 19

C.2.32. NAM 1330-52.243-70 Requests for Equitable Adjustment (OCT 2017) 19

C.2.33. NAM 1330-52.270-304 NOAA Acquisition and Grants Office Ombudsman (OCT 2016) 20

C.2.34. CPARS Registration 21

C.2.35. Coast Guard Inspection 21

C.2.36. Charter Vessel Safety 21

C.2.37. Mechanical Breakdowns or Non-Performance 22

C.2.38. Firearms 22

C.2.39. Possession of Liquor or Illegal Drugs 22

C.2.40. Control of Plastic Discharges 22

C.2.41. Presence of Family Members 22

C.2.42. Recreational Fishing 23

C.2.43. Liaison and Coordination 23

C.2.44. Harmless From Liability 23

C.3 FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items

(MAY 2022) (DEVIATION 2017-02) (DEVIATION APR 2020)(DEVIATION 2020-11)

D SECTION D - Solicitation Attachments

E SECTION E - Solicitation Provisions

E.1 FAR 52.212-1 Instructions to Offerors—Commercial Items (NOV 2021)

E.2 FAR 52.212-1 Instructions to Offerors—Commercial Items (NOV 2021)

E.2.1 General Instructions:

E.2.2 Phase I - Vessel Characteristics E.2.3 Phase II - Technical Demonstration

CAR 1352.213-70 Evaluation Utilizing Simplified Acquisition Procedures (APR 2010)

36 E.2.4

E.2.5 FAR 52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998) 39

E.2.6 FAR 52.204–7 System for Award Management (OCT 2018) 40

E.2.7 FAR 52.204-16 Commercial and Government Entity Code Reporting (AUG 2020) 40

E.2.8 FAR 52.216-1 Type of Contract (APR 1984) 40

E.2.9 FAR 52.217-5 Evaluation of Options (JUL 1990) 40

E.2.10 FAR 52.252-5 Authorized Deviations in Provisions (NOV 2020) 40

E.2.11 CAR 1352.215-72 Inquiries. 40

E.2.12 CAR 1352.233-70 Agency protests (APR 2010) 40

E.2.13 CAR 1352.233-71 GAO and Court of Federal Claims protests (APR 2010) 41

E.2.14 CAR 1352.242-70 Postaward Conference. (APR 2010) 41

E.3 FAR 52.212-3 Offeror Representations and Certifications -- Commercial Items (MAY 2022)(DEVIATION 2020-11) 42

B SECTION B – SF1449 Continuation of Schedule

General Information This is a solicitation for Vessel Charter Services for Bering Sea Surveys. NOAA Solicitation 1305M322QNRMA0051 is hereby issued for the procurement of Vessel Charter Services.

This requirement is solicited as a commercial item under FAR Part 12 and FAR Part 13.

C SECTION C - Clauses and Contract Language

C.1 FAR 52.212-4 Contract Terms and Conditions -- Commercial Items (NOV 2021) (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 Federal Acquisition Regulation (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 FAR 32.608-2 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.

C.2 Addendum to FAR 52.212-4 Contract Terms and Conditions-Commercial Items, (NOV 2021)

(DEVIATION 2017-02) (AUG 2017)

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

C.2.1. FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses, provisions, or contract language by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

● Federal Acquisition Regulations (FAR) Clauses/Provisions:

https://www.acquisition.gov/browse/index/far

● Department of Commerce Acquisition Regulations (CAR) Clauses/Provisions:

https://www.acquisition.gov/car

The following clauses are hereby incorporated by reference:

C.2.2. FAR 52.203--3 Gratuities (APR 1983) C.2.3. FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN

2020) C.2.4. FAR 52.204-13 System for Award Management Maintenance (OCT 2018) C.2.5. FAR 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020) C.2.6. FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (NOV 2021) C.2.7. FAR 52.242-15 Stop-Work Order (AUG 1989) C.2.8. FAR 52.245-1 Government Property (SEPT 2021)--Alternate I (APR 2012) C.2.9. FAR 52.245-9 Use and Charges (APR 2012) C.2.10. FAR 52.247-14 Contractor Responsibility for Receipt of Shipment (APR 1984) C.2.11. FAR 52.247-15 Contractor Responsibility for Loading and Unloading (APR 1984) C.2.12. FAR 52.247-21 Contractor Liability for Personal Injury and/or Property Damage C.2.13. FAR 52.247-22 Contractor Liability for Loss of and/or Damage to Freight other than

Household Goods (APR 1984) C.2.14. CAR 1352.201-70 Contracting Officer's Authority (MAR 2010) C.2.15. CAR 1352.209-73 Compliance with the laws (APR 2010) C.2.16. CAR 1352.209-74 Organizational conflict of interest (APR 2010)

The following clauses and/or contract language are hereby incorporated by full text:

C.2.17. 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 before the end of current contract period of performance.

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.2.18. 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 before the current expiration date; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 5 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.

C.2.19. 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 Department of Commerce Acquisition Regulation (CAR) (48 CFR 13) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

C.2.20. CAR 1352.201-72 Contracting Officer's Representative (COR) (APR 2010)

(a) (To Be Designated by Letter Upon Award) is hereby designated as the Contracting

Officer's Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is located at:

(To Be Designated by Letter Upon Award)

(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.2.21. 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 $ZERO.

(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.2.22. CAR 1352.228-72 Deductibles Under Required Insurance Coverage – Fixed Price (APR 2010)

When the Government is injured, wholly or partially as a result of the contractor's actions and such actions are covered by the insurance required by 1352.228-70, Insurance Coverage, the Government is entitled to recover from the contractor the full amount of any such injury attributable to the contractor regardless of a deductible. The Contracting Officer may offset the amount of recovery against any payment due to the contractor.

C.2.23. CAR 1352.245-70 Government Furnished Property (APR 2010) The Government will provide the following item(s) of Government property to the contractor.

The contractor shall be accountable for, and have stewardship of, the property in the performance of this contract. This property shall be used and maintained by the contractor in accordance with provisions of the “Government Property” clause included in this contract.

To be identified at Task Order Level

C.2.24. 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) Unless otherwise noted in individual task orders, the place of acceptance will be:

Seattle, Washington

C.2.25. CAR 1352.270-70 Period of Performance (APR 2010)

(a) The base period of performance of this contract is (estimated) 15 August 2022 to 15

September 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 up to six (6) months extension in accordance with FAR 52.217-8 and two (2) optional days.

(c) The notice requirements for unilateral exercise of option periods are set out in FAR 52.217-8 and FAR

52.217-9.

NOAA Acquisition Manual (NAM) Contract Language

C.2.26. NAM 1330-52.203-71 Notice of Post-Government Employment Restrictions (OCT 2015) By submission of an offer in response to a NOAA solicitation or acceptance of a contract, the contractor acknowledges the restriction on current NOAA employees regarding contact with offerors regarding prospective employment and the corresponding obligations for contractors who engage them. The contractor further acknowledges that it has provided notice to former NOAA employees who will provide service to NOAA under the contract of post-Government employment restrictions that apply to them. Such restrictions include, but are not limited to, those set forth in:

(a) 41 U.S.C. § 2103 regarding contacts between a Federal employee working on a procurement and an offeror about prospective employment;

(b) 18 U.S.C. § 207 regarding the restrictions on former Federal employees having contact with a Federal agency on behalf of another person or entity concerning a specific party matter with which the former employee was involved as a Federal employee or for which the former Federal employee had official responsibility;

(c) 18 U.S.C. § 207 regarding the restrictions on former senior employees and senior political employees from having contact with his former Federal agency on behalf of another person or entity concerning any official matter; and

(d) 41 U.S.C. § 2104 regarding the restrictions on a former Federal employee involved in an acquisition over $10,000,000 from accepting compensation from a contractor.

C.2.27. NAM 1330-52.215-70 Schedule of Deliverables (SEPT 2005) Following is a schedule of deliverables, including administrative deliverables, required during the period of performance of this contract. Any deliverables, enrollments, or notifications required by clauses and contract language incorporated into the contract apply, regardless of inclusion or exclusion from the below list:

Deliverable Frequency # of

Copies Medium/Format Submit to

Sexual Assault Training Report in accordance with

NAM 1330-52.222-71 NOAA

Sexual Assault and Sexual Harassment Prevention and Response Policy Applicable to Crew Members of Vessels under NOAA Contract or Order (MAY 2018)

See NAM 1330- 52.222-71

1 MS Word / .PDF COR and CO

Review and Acknowledgment of the UNOLS COVID policy.

Within 15 days after receipt of award.

1 MS Word / .PDF COR and CO

COVID Mitigation Plan Within 15 days after receipt of award.

1 MS Word / .PDF COR and CO

Postaward Conference Within 10 days after receipt of base award.

1 Video Meeting N/A

C.2.28. NAM 1330-52.222-71 NOAA Sexual Assault and Sexual Harassment Prevention and Response Policy Applicable to Crew Members of Vessels under NOAA Contract or Order

(a) General Policy.

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. NAO 202-1106 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. The NAO includes NOAA’s mandatory requirements for completion of sexual assault and sexual harassment prevention and response training.

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 or order. In support of this, NOAA urges its contractors to develop and enforce comprehensive company policy addressing sexual assault and sexual harassment prevention.

(b) Applicability.

The policy set forth in NAO 202-1106 applies to all contractor employees identified as crew members on vessels secured for use under a NOAA contract or order. Prior to performance, the contractor shall provide all contractor employee crew members an awareness briefing on the requirements of the NAO and a copy of or access to a copy of the NAO. All contractor employee crew members must comply with the NAO, which includes completion of the mandatory training provided by NOAA as described in (d) below. The contractor shall include wording substantially the same as this solicitation and contract language in every subcontract for services involving the use of vessels so that it is binding on each subcontractor.

(c) Definition.

Contractor Employees - As used this solicitation and contract language, refers to employees of the prime contractor or its subcontractors, affiliates, consultants, or team members.

(d) Mandatory Training.

1. Completion of initial mandatory sexual assault and sexual harassment prevention and response training is required for all contractor employees identified as crew members in performance of this contract or order, in accordance with NAO 202-1106. This training will be provided by NOAA.

2. The training will include by-stander intervention training and specific steps on how to prevent and report sexual assault and sexual harassment, as well as training on drug and alcohol awareness in the workplace. The training will typically be provided within two

(2) hours of the vessel’s departure from port.

3. A copy of NAO 202-1106 will be provided to each crew member upon initial boarding of the vessel. Each crew member must sign a form managed by the vessel’s Commanding Officer/Operations Officer verifying they have received and will comply with the NAO in its entirety.

4. For vessels at sea for more than 12 months, annual sexual assault and sexual harassment training, provided by NOAA, will be required pursuant to NAO 202-1106. The specific format of the training will depend on the availability of resources (e.g. internet access).

(e) Reporting Incidents of Sexual Assault/Sexual Harassment.

Contractor employee crew members should refer to NAO 202-1106, Section 6, Reporting Incidents of Sexual Harassment or Sexual Assault, at .07, Reporting from Remote Locations, when reporting incidents of sexual assault or sexual harassment.

(f) Remedies.

In addition to other remedies available to the Government, contractor employee violations of NAO 202-1106 or other Federal requirements (e.g., law, statutes, executive orders, code, rules, or regulations) applicable to sexual assault and sexual harassment may result in:

1. Requiring the contractor to remove a contractor employee or employees from the performance of the contract;

2. Requiring the contractor to terminate a subcontract;

3. Suspension of contract payments until the contractor has taken appropriate remedial action;

4. Termination of the contract for default or cause, in accordance with the termination clause of this contract;

5. Suspension or debarment; or

6. Other appropriate action.

C.2.29. NAM 1330-52.237-70 Contractor Communications

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

1. Included in NOAA’s locator, and

2. When submitting any type of electronic correspondence to any NOAA employee or stakeholder.

(b) Any written correspondence from a contractor or any contractor employee shall be printed on company/organization letterhead or otherwise clearly identify the sender as an employee of the company or organization and shall identify the contract number.

(c) Contractors and/or contractor employees shall clearly identify themselves as such in any verbal communications, whether in informal discussion or a formal meeting.

C.2.30. NAM 1330-52.237-71 NOAA Government-Contractor Relations – Non-Personal Services

(SEP 2017)

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

(b) Contractor personnel under this contract shall not:

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

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

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

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

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

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

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

C.2.31. NAM 1330-52.242-70 Submittal of Invoices (FEB 2011) The contractor shall prepare and submit an invoice to the COR for approval [with a copy to the contracting officer for information]. All invoices shall be submitted by the 10th day of the subsequent month of delivery.

To constitute a proper invoice, the contractor’s invoice shall be prepared in accordance with, and contain all elements specified in, the paragraph titled, “Contractor’s Invoice,” of the applicable prompt payment provision of the contract (e.g., FAR 52.232-25, Prompt Payment; FAR 52.232- 26, Prompt Payment for Fixed-Price Architect Engineer Contracts; or FAR 52.232-27, Prompt Payment for Construction Contracts). For contracts and orders for commercial items and services, paragraph (g) of FAR 52.212-4, titled, “Invoices,” applies.

If the invoice does not comply with the applicable prompt payment provision of the contract, the COR will return it to the contractor within seven days after the date the designated office received the invoice along with a statement as to the reasons why it is not a proper invoice.

C.2.32. NAM 1330-52.243-70 Requests for Equitable Adjustment (OCT 2017)

(a) The amount of any request for equitable adjustment to contract terms shall accurately reflect the contract adjustment for which the contractor believes the Government is liable. The request shall include only costs for performing the change. All indirect costs included in the request shall be properly allocable to the change in accordance with applicable acquisition regulations.

(b) Any request for equitable adjustment to contract terms that exceeds the simplified acquisition threshold shall bear, at the time of submission, the following certificate executed by an individual authorized to certify the request on behalf of the Contractor:

I certify that the request is made in good faith, and that the supporting data are accurate and complete to the best of my knowledge and belief.

(Official’s Name)

(Title)

(c) The certification in paragraph (b) of this clause requires full disclosure of all relevant facts, including:

1. Certified cost or pricing data, if required, in accordance with subsection 15.403-4 of the Federal Acquisition Regulation (FAR); and

2. Data other than certified cost or pricing data, in accordance with subsection 15.403-3 of the FAR, including actual cost data and data to support any estimated costs, even if certified cost or pricing data are not required.

(d) The certification requirement in paragraph (b) of this clause does not apply to:

1. Requests for routine contract payments; for example, requests for payment for accepted supplies and services, routine vouchers under a cost-reimbursement type contract, or progress payment invoices; or

2. Final adjustments under an incentive provision of the contract.

C.2.33. NAM 1330-52.270-304 NOAA Acquisition and Grants Office Ombudsman (OCT 2016)

(a) The NOAA Acquisition and Grants Office (AGO) Ombudsman is available to organizations to promote responsible and meaningful exchanges of information. Generally, the purpose of these exchanges will be to:

1. Allow contractors to better prepare for and propose on business opportunities.

2. Advise as to technologies and solutions within the marketplace that the Government may not be aware of, or is not fully benefiting

3. Identify constraints in transparency

(b) The AGO Ombudsman will objectively, reasonably, and responsibly collaborate with parties and recommend fair, impartial, and constructive solutions to the matters presented to him/her. Further, the AGO Ombudsman will maintain the reasonable and responsible confidentiality of the source of a concern, when such a request has been formally made by an authorized officer of an organization seeking to do business with, or already doing business with

NOAA.

(c) Before consulting with the AGO Ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations with the respective contracting officer for resolution. However, direct access to the AGO Ombudsman may be sought when an interested party questions the objectivity or equity of a contracting officer’s decision, or when there is a bona fide reason to believe that reasonable, responsible, and objective consideration will not be received from an assigned contracting officer.

(d) There are several constraints to the scope of the AGO Ombudsman’s authority, for instance:

1. Consulting with the AGO Ombudsman does not alter or postpone the timelines of any formal process (e.g., protests, claims, debriefings, employee employer actions, activities involving A76 competition performance decisions, judicial or congressional hearings, or proposal, amendment, modification or deliverable due dates).

2. The AGO Ombudsman cannot participate in the evaluation of proposals, source selection processes, or the adjudication of protests or formal contract disputes.

3. The AGO Ombudsman is not authorized to generate or alter laws, judicial decisions, rules, policies, or formal guidance.

4. The AGO Ombudsman is not authorized to develop or alter opportunity announcements, solicitations, contracts, or their terms or conditions.

5. The AGO Ombudsman cannot overrule the authorized decisions or determinations of the contracting officer.

6. The AGO Ombudsman has no authority to render a decision that binds AGO, NOAA, the Department of Commerce, or the U.S. Government.

7. The AGO Ombudsman is not NOAA’s agent relative to the service of magistrate or judicial process and cannot be used to…