9a. RFP 1305M322RNRMA0008.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

NRMA0000-20-01302

1305M322RNRMA0008

JULIA HAMILTON

julia.l.hamilton@noaa.gov 303-497-3487

AJ730004

WESTERN ACQUISITION DIVISION

325 BROADWAY, SOU6

BOULDER CO 80305

511120

1,000

EG400012

LIBRARY & INFO SRVCS DIV

1315 EAST-WEST HWY

/E/OC4 SSMC-3 2ND FL

SILVER SPRING MD 20910

see continuation page for line item details.

See Schedule

LOCAL TIME

MAY 10, 2022

11:00 AM MT

Please

X X

APR 26, 2022

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

1305M322RNRMA0008

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 NOAA-wide Library Journal Subscriptions, priced in accordance with contract section B.4. Price Schedule.

Ordering Period:

19 October 2022 through 18 October 2027

Subscription Period(s):

1 - 1 January 2023 through 31 December 2023 2 - 1 January 2024 through 31 December 2024 3 - 1 January 2025 through 31 December 2025 4 - 1 January 2026 through 31 December 2026 5 - 1 January 2027 through 31 December 2027 6 - 1 January 2028 through 31 December 2028

1.00 JB

PAGE 3 OF 49 1305M322RNRMA0008

1305M322RNRMA0008 | Library Journal Subscriptions

Table of Contents SECTION B – SF1449 Continuation of Schedule 6

B.1. General 6 B.2. Commercial Acquisition 6 B.3. Contract Type 6 B.4. Price Schedule 6 B.5. Ordering Period and Subscription Period(s) 6

SECTION C - Clauses and Contract Language 7 C1. FAR 52.212-4 Contract Terms and Conditions-Commercial Items (NOV 2021) (DEVIATION 2017-02) (AUG 2017) 7 C2. Addendum to FAR 52.212-4 Contract Terms and Conditions-Commercial Items (NOV 2021) (DEVIATION

2017-02) (AUG 2017) 11

C.2.1 FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) 11 C.2.2 FAR 52.252-6 Authorized Deviations in Clauses (NOV 2020) 11 C.2.3 FAR 52.216-4 Economic Price Adjustment-Labor and Material (JAN 2017) 11 C.2.4 FAR 52.216-18 Ordering (AUG 2020) 12 C.2.5 FAR 52.216-19 Order Limitations (OCT 1995) 13 C.2.6 FAR 52.216-22 Indefinite Quantity (OCT 1995) 13 C.2.7 FAR 52.217-8 Option to Extend Services (NOV 1999) 14 C.2.8 CAR 1352.201-72 Contracting Officer's Representative (COR) (APR 2010) 14 C.2.9 CAR 1352.216-74 Task Orders (APR 2010) 14 C.2.10 CAR 1352.216-75 Minimum and Maximum Contract Amounts (APR 2010) 15 C.2.11 CAR 1352.216-76 Placement of Orders (APR 2010) 15 C.2.12 CAR 1352.246-70 Place of Acceptance (APR 2010) 15 C.2.13 CAR 1352.270-70 Period of Performance (APR 2010) 15 C.2.14 NAM 1330-52.203-71 Notice of Post-Government Employment Restrictions (OCT 2015) 16 C.2.15 NAM 1330-52.215-70 Schedule of Deliverables (SEP 2005) 16 C.2.16 NAM 1330-52.242-70 Submittal of Invoices (FEB 2011) 17 C.2.17 NAM 1330-52.243-70 Requests for Equitable Adjustment (OCT 2017) 17 C.2.18 NAM 1330-52.270-304 NOAA Acquisition and Grants Office Ombudsman (OCT 2016) 18 C.2.19 CPARS Registration 19 C.2.20 Electronic and Information Technology Accessibility (Section 508) 19

C3. FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items (JAN 2022) (DEVIATION 2017-02) (DEVIATION APR 2020) 19

SECTION D – Contract Documents, Exhibits, or Attachments 25 SECTION E - Solicitation Provisions 26

E.1 FAR 52.212-1 Instructions to Offerors—Commercial Items (NOV 2021) 26 E.1.1 Addendum Language to FAR 52.212-1 Instructions to Offerors-Commercial Items 26

E.2 Addendum to FAR 52.212-1 Instructions to Offerors—Commercial Items (NOV 2021) 29 E.2.1 FAR 52.252-1 Solicitation Provisions Incorporated by Reference (FEB 1998) 29 E.2.2 FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (NOV 2021) 29 E.2.3 FAR 52.204-26 Covered Telecommunications Equipment or Services-Representation (OCT 2020) 31 E.2.4 FAR 52.209-7 Information Regarding Responsibility Matters (OCT 2018) 32 E.2.5 FAR 52.209-12 Certification Regarding Tax Matters (OCT 2020) 32 E.2.6 FAR 52.216-1 Type of Contract (APR 1984) 33 E.2.7 FAR 52.217-5 Evaluation of Options (JUL 1990) 33 E.2.8 FAR 52.229-11 Tax on Certain Foreign Procurements—Notice and Representation (JUN 2020) 33 E.2.9 CAR 1352.215-72 Inquiries (APR 2010) 34

E.2.10 CAR 1352.215-73 Evaluation Quantities - Indefinite Quantity Contract (APR 2010) 34 E.2.11 CAR 1352.233-70 Agency Protests (APR 2010) 34 E.2.12 CAR 1352.233-71 GAO and Court of Federal Claims Protests (APR 2010) 35 E.2.13 CAR 1352.242-70 Postaward Conference (APR 2010) 35

E.3 FAR 52.212-2 Evaluation-Commercial Products and Commercial Services (NOV 2021) 35 E.4 FAR 52.212-3 Offeror Representations and Certifications-Commercial Items (NOV 2021) 36

SECTION B – SF1449 Continuation of Schedule

B.1. General The United States Department of Commerce (DOC), National Oceanic Atmospheric Administration (NOAA) requires Library Journal Subscriptions.

B.2. Commercial Acquisition This requirement is being solicited as a commercial item using Federal Acquisition Regulation (FAR) Part 12 and 15 procedures.

B.3. Contract Type The Government anticipates awarding a single award indefinite delivery indefinite quantity (IDIQ) contract allowing for firm-fixed price delivery orders.

B.4. Price Schedule Offerors are required to complete a price schedule, in accordance with Attachment 4 - Total Evaluated Price Sheet. The prices provided on Attachment 4 will be incorporated into the IDIQ.

Attachment 4 includes a list of known required journal subscriptions, but it is not all encompassing. Any new journal subscriptions, not identified in Attachment 4, the Government will obtain pricing from the offeror and will incorporate the new subscription(s) into Attachment 4.

B.5. Ordering Period and Subscription Period(s) The ordering period is estimated to be 19 October 2022 through 18 October 2027.

The estimated subscription periods for journal access purposes will be as follows:

Begin End

Subscription Period 1 1 January 2023 31 December 2023

Subscription Period 2 1 January 2024 31 December 2024

Subscription Period 3 1 January 2025 31 December 2025

Subscription Period 4 1 January 2026 31 December 2026

Subscription Period 5 1 January 2027 31 December 2027

Subscription Period 6 1 January 2028 31 December 2028

SECTION C - Clauses and Contract Language

C1. 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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C.

chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(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.

C2. 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:

Reference Title Year

FAR 52.203-3 Gratuities APR 1984

FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transaction JUN 2020

FAR 52.204-13 System for Award Management Maintenance OCT 2018

FAR 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020

FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems NOV 2021

FAR 52.242-15 Stop-Work Order AUG 1989

CAR 1352.201-70 Contracting Officer's Authority APR 2010

CAR 1352.209-73 Compliance with the Laws APR 2010

CAR 1352.209-74 Organizational Conflict of Interest APR 2010

C.2.2 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.

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

C.2.3 FAR 52.216-4 Economic Price Adjustment-Labor and Material (JAN 2017)

(a) The Contractor shall notify the Contracting Officer as early as practicable but not later than the October 31 preceding the next ordering period if the unit prices for a journal subscription(s) shown in Attachment 4 either increase or decrease.

The contractor shall avoid multiple requests, and shall provide an all-inclusive request for all changes to occur within a particular ordering period. The notice shall include the Contractor’s proposal for an adjustment to the contract, journal subscription(s) unit prices to be negotiated under paragraph (b) of this clause, the publisher’s invoice for the requested increase, and shall include, in the form required by the Contracting Officer, supporting data explaining the cause, effective date, journal subscription(s) effected, and amount of the increase or decrease and the amount of the Contractor’s adjustment proposal.

(b) Promptly after the Contracting Officer receives the notice and data under paragraph (a) of this clause, the Contracting Officer and the Contractor shall negotiate a price adjustment in the contract unit prices and its effective date. However, the Contracting Officer may postpone the negotiations until an accumulation of increases and decreases in unit prices of the journal subscription(s) shown in Attachment 4 results in an adjustment allowable under paragraph (c)(3) of this clause.

The Contracting Officer shall modify this contract (1) to include the price adjustment and its effective date and (2) to revise the unit prices of the journal subscription(s) as shown in Attachment 4 to reflect the increases or decreases resulting from the adjustment. The Contractor shall continue performance pending agreement on, or determination of, any adjustment and its effective date.

(c) Any price adjustment under this clause is subject to the following limitations:

(1) Any adjustment shall be limited to the effect on unit prices of the increases or decreases in the unit prices for the journal subscription(s) shown in Attachment 4. There shall be no adjustment for-

(i) Supplies or services, to include the Managed Services Rate, for which the production cost is not affected by such changes;

(ii) Changes in rates or unit prices other than those shown in Attachment 4; or

(iii) Changes in the quantities of journal subscriptions used from those shown in Attachment 4 for each item.

(2) No upward adjustment shall apply to supplies or services, to include the Managed Services Rate, that are required to be delivered or performed before the effective date of the adjustment, unless the Contractor’s failure to deliver or perform according to the delivery schedule results from causes beyond the Contractor’s control and without its fault or negligence, within the meaning of the Default clause.

(3) There shall be no adjustment for any change in unit prices for journal subscriptions which would not result in a net change of at least 3 percent of the current subscription year price. (4) The aggregate of the increases in any contract unit price made under this clause shall not exceed 10 percent of the original unit price or the previous subscription year’s negotiated prices. There is no percentage limitation on the amount of decreases that may be made under this clause.

(d) The Contracting Officer may examine the Contractor’s books, records, publisher’s invoices, and other supporting data relevant to the journal subscription(s) during all reasonable times until the end of 3 years after the date of final payment under this contract or the time periods specified in subpart 4.7 of the Federal Acquisition Regulation (FAR), whichever is earlier.

C.2.4 FAR 52.216-18 Ordering (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the estimated dates 19 October 2022 through 18 October 2027.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

C.2.5 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 $1,000.00, 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 $5,000,000.00;

(2) Any order for a combination of items in excess of $5,000,000.00; or

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

(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 three (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.2.6 FAR 52.216-22 Indefinite Quantity (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated in the Schedule. The quantities of supplies and 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 after 31 December 2028.

C.2.7 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 six (6) months. The Contracting Officer may exercise the option by written notice to the Contractor within thirty

(30) days of end of current contract period of performance.

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.2.8 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.2.9 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 a quote to the contractor. The request will contain a list of titles required for a specific location, which will be the cost basis for the order.

(c) The contractor shall submit a quote with the proposed price breakdown.

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

(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 COR of any instructions or guidance given that may 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 to the subscriptions can be made.

(g) Task orders may be placed at any time during the period of performance of the contract.

C.2.10 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 $10,000.00. The amount of all orders shall not exceed $24,900,000.00.

C.2.11 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:

NOAA Western Acquisition Division warranted Contracting Officers

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

C.2.12 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 delivery orders, the place of acceptance will be:

LIBRARY & INFO SRVCS DIV

1315 EAST-WEST HWY

/E/OC4 SSMC-3 2ND FL

SILVER SPRING MD 20910

C.2.13 CAR 1352.270-70 Period of Performance (APR 2010)

(a) The base period of performance of this contract is estimated as 19 October 2022 through 18 October 2027.

(b) The option periods that may be exercised are up to six (6) months extension in accordance with FAR 52.217-8.

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

NOAA Acquisition Manual (NAM) and Contract Language:

C.2.14 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.2.15 NAM 1330-52.215-70 Schedule of Deliverables (SEP 2005) Following is a schedule of all deliverables, including administrative deliverables, required during the period of performance of this contract:

Deliverable Frequency # of Copies

Medium/Format Submit to

General Specifications As Requested per Statement of Work 2.2.1

Word or Excel Spreadsheet via email or print or as discussed separately

COR

Subscription Status Information Monthly per Statement of Work 2.2.2

1 Word or PDF COR

Undelivered Orders Report Monthly per Statement of Work 2.2.3

1 Word or PDF COR

Missing Issue Report Upon request from COR per Statement of Work 2.3.1

1 Word or PDF COR

Integration of Electronic Data Upon request from COR per Statement of Work 2.3.2

1 Word or PDF COR

Reporting Executive Compensation and First-Tier Subcontract Awards

Per Clause FAR 52.204-10 1 Word or PDF Online

Employment Reports - Veterans Per Clause FAR 52.222-37 1 Word or PDF CO

C.2.16 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 (via electronic copy) 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.2.17 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.2.18 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 extend service of process to another party (whether federal, public, or a private entity).

(e) After review and analysis of a filed concern or recommendation, the AGO Ombudsman may refer the interested party to another more suitable Federal official for consideration. Moreover, concerns, disagreements, and/or recommendations that cannot be resolved by the AGO Ombudsman will need to be pursued through more formal venues.

(f) The AGO Ombudsman is not to be contacted to request copies of forms and/or documents under the purview of a contracting officer. Such documents include Requests for Information, solicitations, amendments, contracts, modifications, or conference materials.

(g) Questions regarding items (a) through (f) within this language shall be directed to Rafael Roman, NOAA AGO Ombudsman, at Rafael.Roman@noaa.gov.

C.2.19 CPARS Registration The value of this procurement requires that the winning offeror be registered in the Contractor Performance Assessment and Reporting System (CPARS) at https://www.cpars.gov/. Registration within 30 days of contract award is required.

C.2.20 Electronic and Information Technology Accessibility (Section 508) Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998, and the Architectural and Transportation Barriers Compliance Board Electronic and Information (EIT) Accessibility Provisions (36 CFR part 1194), require that, unless an exception applies, all EIT products and services developed, acquired, maintained, or used by any Federal department or agency permit:

(a) Federal employees with disabilities to have access to and use information and data that is comparable to the access and use of information and data by Federal employees who are not individuals with disabilities; and

(b) Members of the public with disabilities seeking information or services from a Federal agency to have access to and use of information and data that is comparable to the access and use of information and data by members of the…