AB133F12RQ0014_FINAL.pdf

25. Accounting and Appropriation Data 26. Total Award Amount (For Govt. Use Only)

X 27a. Solicitation incorporates by reference FAR 52.212-1, 52.212-4. FAR 52.212-3 and 52.212-5 are attached. Addenda X are are not attached

27b. Contract/Purchase Order incorporates by reference FAR 52.212-4. 52.212-5 is attached. Addenda are are not attached

X 28. Contractor is required to sign this document and return 3 copies to 29. Award of Contract: Reference. Offer

Issuing Office. Contractor agrees to furnish and deliver all items set forth or otherwise identified above and on any additional sheets subject to the terms and conditions specified herein.

Dated . 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 31a. United States of America (Signature of Contracting Officer)

30b. Name and Title of Signer (Type or Print) 30c. Date Signed 31b. Name of Contracting Officer (Type or Print) 31c. Date Signed

32a. Quantity in Column 21 Has Been

Received Inspected Accepted, and Conforms to the Contract, Except as Noted: ________________________

32b. Signature of Authorized Government Representative 32c. Date 32d. Printed Name and Title of Authorized Government Representative

32e. Mailing Address of Authorized Government Representative 32f. Telephone Number of Authorized Government Representative

32g. E-mail of Authorized Government Representative

33. Ship Number 34. Voucher Number 35. Amount Verified Correct For

36. Payment 37. Check Number

Complete Partial Final

Partial Final

38. S/R Account Number 39. S/R Voucher Number 40. Paid By

41a. I certify this account is correct and proper for payment 42a. Received By (Print)

41b. Signature and Title of Certifying Officer 41c. Date 42b. Received At (Location)

42c. Date Rec'd (YY/MM/DD) 42d. Total Containers

STANDARD FORM 1449 (REV 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. Requisition Number

NFFS5000-12-00018

2. Contract No. 3. Award/Effective Date 4. Order Number 5. Solicitation Number 6. Solicitation Issue Date

AB133F-12-RQ-0014 November 14, 2012

7. For Solicitation Information Call:

a. Name CRYSTINA R. ELKINS b. Telephone Number (No collect calls) 8. Offer Due Date/Local Time

CRYSTINA.R.ELKINS@NOAA.GOV 206-526-6036 January 3, 2013 / 02:00 PM

9. Issued By Code AJ630031 10. This Acquisition is 11. Delivery for FOB Destination Unless Block is Marked.

12. Discount Terms

WESTERN ACQUISITION DIVISION

CONTRACTS BRANCH

7600 SAND POINT WAY NE, WC3

SEATTLE, WA 98115-6349

X Unrestricted

Set-Aside 100 % for

Small Business See Schedule

Emerging Small Business

HUBZone Small Business 13a. This contract is a rated order under DPAS (15 CFR 700)

Service-Disabled Veteran-Owned

8(a) 13b. Rating

NAICS: 541990 14. Method of Solicitation

Size Standard: $14MIL X RFQ IFB RFP

15. Deliver To Code FS500031 16. Administered By Code

NOAA FISHERIES, ALASKA REGION

P.O. BOX 21668

JUNEAU, AK 99802-1668

WESTERN ACQUISITION DIVISION

CONTRACTS BRANCH

7600 SAND POINT WAY NE, WC3

17a. Contractor/Offeror Code Facility Code 18a. Payment Will Be Made By Code AJ610031

FINANCIAL MANAGEMENT DIVISION/WC1

7600 SAND POINT WAY NE

Telephone No. TIN:

17b. Check if Remittance is Different and Put Such Address in Offer. 18b. Submit Invoices to Address Shown in Block 18a Unless Box Below is Checked.

See Addendum.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

SEE PAGE 2 FOR PRICE SCHEDULE

SCHEDULE Continued

Item No. Supplies/Services Quantity Unit Unit Price Amount

Page - 2

PLANNING, NEPA AND OTHER

REGULATORY ENVIRONMENTAL

COMPLIANCE SUPPORT SERVICES

Under this requirement, the contractor shall furnish the services described herein, if and when requested by the Contracting Officer during the period of the Contract. The contractor shall provide all personnel, supplies and equipment for Planning and NEPA and Other Regulatory Environmental Compliance Report Services to fulfill requirements of the Statement of Work in Part III.

The Contractor agrees that the prices offered to the Government below will be as low as or lower than those charged to the Contractor's most favored customer for comparable quantities under similar terms and conditions, in addition to any discounts for prompt payment.

The Contractor shall provide fully loaded fixed hourly labor rates below for the labor categories defined in Attachment II. Labor requirements shall be specified by individual task orders issued in accordance with the Statement of Work and all other terms and conditions of the contract.

Actual travel expenses and direct costs will be reimbursed on each individual task order as required and in accordance with the FTR and Part II, Paragraph 29.

The number of labor hours noted below is estimated for evaluation purposes only. The Government is not obligated to order the estimated amount specified in the schedule.

BASE PERIOD

0001A Analyst I (Jr) 1050 HR ______________ ______________ 0001B Analyst II 2800 HR ______________ ______________ 0001C Analyst III 2430 HR ______________ ______________ 0001D Technician I (Jr) 1050 HR ______________ ______________ 0001E Technician II 1250 HR ______________ ______________ 0001F GIS Technician 800 HR ______________ ______________ 0001G Technical Illustrator 1000 HR ______________ ______________ 0001H Database Manager 800 HR ______________ ______________ 0001I Technical Editor 800 HR ______________ ______________ 0001J Project Manager 1640 HR ______________ ______________ 0001K Administrative Support 2000 HR ______________ ______________ 0001L Principal 120 HR ______________ ______________

TOTAL BASE PERIOD (CLINS 0001A –

0001L)

OPTION PERIOD I

0002A Analyst I (Jr) 1050 HR ______________ ______________ 0002B Analyst II 2800 HR ______________ ______________ 0002C Analyst III 2430 HR ______________ ______________

Page - 3

0002D Technician I (Jr) 1050 HR ______________ ______________ 0002E Technician II 1250 HR ______________ ______________ 0002F GIS Technician 800 HR ______________ ______________ 0002G Technical Illustrator 1000 HR ______________ ______________ 0002H Database Manager 800 HR ______________ ______________ 0002I Technical Editor 800 HR ______________ ______________ 0002J Project Manager 1640 HR ______________ ______________ 0002K Administrative Support 2000 HR ______________ ______________ 0002L Principal 120 HR ______________ ______________

TOTAL OPTION PERIOD I (CLINS 0002A –

0002L)

OPTION PERIOD II

0003A Analyst I (Jr) 1050 HR ______________ ______________ 0003B Analyst II 2800 HR ______________ ______________ 0003C Analyst III 2430 HR ______________ ______________ 0003D Technician I (Jr) 1050 HR ______________ ______________ 0003E Technician II 1250 HR ______________ ______________ 0003F GIS Technician 800 HR ______________ ______________ 0003G Technical Illustrator 1000 HR ______________ ______________ 0003H Database Manager 800 HR ______________ ______________ 0003I Technical Editor 800 HR ______________ ______________ 0003J Project Manager 1640 HR ______________ ______________ 0003K Administrative Support 2000 HR ______________ ______________ 0003L Principal 120 HR ______________ ______________

TOTAL OPTION PERIOD II (CLINS 0003A –

0003L)

OPTION PERIOD III

0004A Analyst I (Jr) 1050 HR ______________ ______________ 0004B Analyst II 2800 HR ______________ ______________ 0004C Analyst III 2430 HR ______________ ______________ 0004D Technician I (Jr) 1050 HR ______________ ______________ 0004E Technician II 1250 HR ______________ ______________ 0004F GIS Technician 800 HR ______________ ______________ 0004G Technical Illustrator 1000 HR ______________ ______________ 0004H Database Manager 800 HR ______________ ______________ 0004I Technical Editor 800 HR ______________ ______________ 0004J Project Manager 1640 HR ______________ ______________ 0004K Administrative Support 2000 HR ______________ ______________ 0004L Principal 120 HR ______________ ______________

TOTAL OPTION PERIOD III (CLINS 0004A –

0004L)

OPTION PERIOD IV

0005A Analyst I (Jr) 1050 HR ______________ ______________ 0005B Analyst II 2800 HR ______________ ______________ 0005C Analyst III 2430 HR ______________ ______________ 0005D Technician I (Jr) 1050 HR ______________ ______________ 0005E Technician II 1250 HR ______________ ______________ 0005F GIS Technician 800 HR ______________ ______________ 0005G Technical Illustrator 1000 HR ______________ ______________ 0005H Database Manager 800 HR ______________ ______________ 0005I Technical Editor 800 HR ______________ ______________ 0005J Project Manager 1640 HR ______________ ______________

Page - 4

0005K Administrative Support 2000 HR ______________ ______________ 0005L Principal 120 HR ______________ ______________

TOTAL OPTION PERIOD IV (CLINS 0005A –

0005L)

TOTAL ALL CLINS (CLINS 0001A – 0005L)

PLEASE NOTE: Offeror(s) MUST submit pricing for each blank line item in the above schedule. Failure to offer in this manner may result in the rejection of the offer. Labor rates provided must be fully burdened including direct salary rates, overhead rates, and profit. Unit prices shall not include travel costs or other direct costs, if applicable they will be addressed in individual task order(s).

*Travel may be required on individual task orders and will be reimbursed based on actual expenses incurred and in accordance with the FTR, and Part II, item 29, Associated Travel.

Offerors may use this schedule or substitute this schedule with one showing the firm’s comparable labor category titles. If a substitute schedule is used, offeror’s shall use the estimated number of labor hours shown above when calculating labor rates.

It is anticipated that multiple contracts (up to 3) will be awarded as a result of this request for quote. However, the Government reserves the right to award to fewer than three contractors, should it be in the best interest to do so.

PART I

AB133F-12-RQ-0014

Page - 5

1. COMMERCIAL ITEM ACQUISITION

This commercial item acquisition solicitation for services and any resulting contract is subject to Federal Acquisition Regulation (FAR) Part 12, Acquisition of Commercial Items and FAR Part 15, Contracting By Negotiation. This solicitation incorporates provisions and clauses in effect through Federal Acquisition Circular No. 2005-61 dated 10/15/12.

Federal Acquisition Regulation (FAR) Clauses

2. 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of contract award through the last day of the contract period of performance.

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

(c) If mailed, a task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

3. 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 $2,500 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 $2,000,000

(2) Any order for a combination of items in excess of $9,500,000 or

(3) A series of orders from the same ordering office within 7 days 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 5 days 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.

(End of Clause)

4. 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

(End of Clause)

Page - 6

5. 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within thirty (30) calendar days of contract expiration, provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least sixty (60) 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 five (5)years.

ADDENDUM TO FAR 52.212-4

6. 1352.201-70 CONTRACTING OFFICER'S AUTHORITY (APR 2010)

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

(End of clause)

7. 1352.201-72 CONTRACTING OFFICER'S REPRESENTATIVE (C0R) (APR 2010)

(a) [TO BE ASSIGNED BY SEPARATE LETTER AT CONTRACT 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 letter. The COR is located at:

Phone Number: __________ Email: __________

(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.

(End of clause)

8. 1352.208-70 RESTRICTIONS ON PRINTING AND DUPLICATING (APR 2010)

(a) The contractor is authorized to duplicate or copy production units provided the requirement does not exceed 5,000 production units of any one page or 25,000 production units in the aggregate of multiple pages. Such pages may not exceed a

Page - 7 maximum image size of 10-3/4 by 14-1/4 inches. A "production unit" is one sheet, size 8-1/2 x 11 inches (215 x 280 mm), one side only, and one color ink. Production unit requirements are outlined in the Government Printing and Binding Regulations.

(b) This clause does not preclude writing, editing, preparation of manuscript copy, or preparation of related illustrative material as a part of this contract, or administrative duplicating/copying (for example, necessary forms and instructional materials used by the contractor to respond to the terms of the contract).

(c) Costs associated with printing, duplicating, or copying in excess of the limits in paragraph (a) of this clause are unallowable without prior written approval of the Contracting Officer. If the contractor has reason to believe that any activity required in fulfillment of the contract will necessitate any printing or substantial duplicating or copying, it shall immediately provide written notice to the Contracting Officer and request approval prior to proceeding with the activity.

Requests will be processed by the Contracting Officer in accordance with FAR 8.802.

(d) The contractor shall include in each subcontract which may involve a requirement for any printing, duplicating, and copying in excess of the limits specified in paragraph (a) of this clause, a provision substantially the same as this clause, including this paragraph (d).

(End of clause)

9. 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

(a) The contractor agrees, in the performance of this contract, to keep the information furnished by the Government or acquired/developed by the contractor in performance of the contract and designated by the Contracting Officer or Contracting Officer's Representative, in the strictest confidence. The contractor also agrees not to publish or otherwise divulge such information, in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the contractor's possession, to those employees needing such information to perform the work described herein, i.e., on a "need to know" basis. The contractor agrees to immediately notify the Contracting Officer in writing in the event that the contractor determines or has reason to suspect a breach of this requirement has occurred.

(b) The contractor agrees that it will not disclose any information described in subsection (a) to any person unless prior written approval is obtained from the Contracting Officer. The contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(End of clause)

10. 1352.209-73 COMPLIANCE WITH THE LAWS (APR 2010)

The contractor shall comply with all applicable laws, rules and regulations which deal with or relate to performance in accord with the terms of the contract.

(End of clause)

11. 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

(a) Purpose. The purpose of this clause is to ensure that the contractor and its subcontractors:

(1) Are not biased because of their financial, contractual, organizational, or other interests which relate to the work under this contract, and

(2) Do not obtain any unfair competitive advantage over other parties by virtue of their performance of this contract.

Page - 8

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor, its parents, affiliates, divisions and subsidiaries, and successors in interest (hereinafter collectively referred to as "contractor") in the activities covered by this clause as a prime contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(c) Warrant and Disclosure. The warrant and disclosure requirements of this paragraph apply with full force to both the contractor and all subcontractors. The contractor warrants that, to the best of the contractor's knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, and that the contractor has disclosed all relevant information regarding any actual or potential conflict. The contractor agrees it shall make an immediate and full disclosure, in writing, to the Contracting Officer of any potential or actual organizational conflict of interest or the existence of any facts that may cause a reasonably prudent person to question the contractor's impartiality because of the appearance or existence of bias or an unfair competitive advantage. Such disclosure shall include a description of the actions the contractor has taken or proposes to take in order to avoid, neutralize, or mitigate any resulting conflict of interest.

(d) Remedies. The Contracting Officer may terminate this contract for convenience, in whole or in part, if the Contracting Officer deems such termination necessary to avoid, neutralize or mitigate an actual or apparent organizational conflict of interest. If the contractor fails to disclose facts pertaining to the existence of a potential or actual organizational conflict of interest or misrepresents relevant information to the Contracting Officer, the Government may terminate the contract for default, suspend or debar the contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

(e) Subcontracts. The contractor shall include a clause substantially similar to this clause, including paragraphs (f) and (g), in any subcontract or consultant agreement at any tier expected to exceed the simplified acquisition threshold. The terms "contract," "contractor," and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

(f) Prime Contractor Responsibilities. The contractor shall obtain from its subcontractors or consultants the disclosure required in FAR Part 9.507-1, and shall determine in writing whether the interests disclosed present an actual, or significant potential for, an organizational conflict of interest. The contractor shall identify and avoid, neutralize, or mitigate any subcontractor organizational conflict prior to award of the contract to the satisfaction of the Contracting Officer. If the subcontractor's organizational conflict cannot be avoided, neutralized, or mitigated, the contractor must obtain the written approval of the Contracting Officer prior to entering into the subcontract. If the contractor becomes aware of a subcontractor's potential or actual organizational conflict of interest after contract award, the contractor agrees that the Contractor may be required to eliminate the subcontractor from its team, at the contractor's own risk.

(g) Waiver. The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the contractor may at any time seek a waiver from the Head of the Contracting Activity by submitting such waiver request to the Contracting Officer, including a full written description of the requested waiver and the reasons in support thereof.

(End of clause)

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12. 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:

CONTRACTING OFFICER OR ADMINISTRATIVE CONTRACTING OFFICER LOCATED AT:

U.S. DEPARTMENT OF COMMERCE

NATIONAL OCEANIC AND ATMOSPHERIC ADMINISTRATION

ACQUISITION AND GRANTS OFFICE

WESTERN ACQUISITION DIVISION - SEATTLE

7600 SAND POINT WAY NE

SEATTLE, WA 98115

(c) If multiple awards have been made, the contact information for the DOC task and delivery order Ombudsman is Kelly Quickle.

13. 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 $2,500.00. The amount of all orders shall not exceed $9,500,000.00.

14. INVOICING INSTRUCTIONS

A. In accordance with Clause FAR 52.232-25, Prompt Payment and 52.232-32, Performance-Based Payments, the following information shall be included on all invoices submitted for payment under this contract:

1. Name and address of the Contractor;

2. Invoice date and number;

3. Contract number and Task Order number, if applicable;

4. Contract line item number and description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed;

5. Where applicable, shipping and payment terms;

6. Name (where practicable), title, phone number and mailing address of person to be notified in event of a defective invoice;

7. Performance period; and

8. Any other information or documentation required by other requirements of the contract.

To constitute a proper invoice, the contractor’s invoice shall be prepared in accordance with, and contain all elements specified in FAR 52.212-4(g).

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 (7) 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.

Page - 10

B. Invoices shall be submitted with an original signature to the COR for approval, i.e., a certification by a Contractor official authorized to bind the Contractor.

Contracting Officer's Representative (COR) mailing address will be provided at award.

1) Invoice shall also be emailed directly to the Contract Administrator (Ref Part I, Item 23).

2) The Contractor shall prepare and submit an invoice to the Contracting Officer’s Representative (COR) for approval [with a copy to the Contract Administrator for information]. All payments shall be submitted by the 10th day of the subsequent month.

C. Invoices shall be submitted no more than once a month. Payments shall be based upon measurable or quantifiable performance or accomplishment of the defined elements.

D. The Contractor shall not be entitled to payment of a request prior to verification by the COR of successful accomplishment of the performance criterion applicable to the requested items.

E. In accordance with paragraph (l)(5) and (m) of FAR 52.232-32, Performance-Based Payments, the Contractor shall make the following certification in each request for performance-based payment:

“I certify to the best of my knowledge and belief that--

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on _________________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _________________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

F. Payment addresses must reflect the mailing/billing information registered in the System for Award Management (SAM) database to avoid processing delays.

G. A request for final payment must be accompanied by a release of claims. A Release of Claims form will be provided to the contractor upon request.

H. The "Final" payment request will be rejected and returned to the Contractor if all items required under the contract have not been completed, submitted, approved, and accepted by the Government prior to the receipt of the request.

I. If the contractor is a small business concern, the invoice shall be annotated with an "SB" in the upper right hand of the invoice document.

Page - 11

15. 1352.216-77 CEILING PRICE (APR 2010)

The ceiling price will be established per each individual task order. The contract ceiling shall not exceed $9,500,000 for all contracts awarded as a result of this request for proposal. The Contractor shall not make expenditures nor incur obligations in the performance of this agreement which exceeds the ceiling price specified in the Task Order, except at the Contractor's own risk.

16. 1352.227-70 RIGHTS IN DATA, ASSIGNMENT OF COPYRIGHT (APR 2010)

In accordance with 48 CFR 52.227-17, Rights in Data – Special Works, the contractor agrees to assign copyright to data, including reports and other copyrightable materials, first produced in performance of this contract to the United States Government, as represented by the Secretary of Commerce.

(End of clause)

17. 1352.231-71 DUPLICATION OF EFFORT (APR 2010)

The contractor hereby certifies that costs for work to be performed under this contract and any subcontract hereunder are not duplicative of any costs charged against any other Government contract, subcontract, or other Government source. The contractor agrees to advise the Contracting Officer, in writing, of any other Government contract or subcontract it has performed or is performing which involves work directly related to the purpose of this contract. The contractor also certifies and agrees that any and all work performed under this contract shall be directly and exclusively for the use and benefit of the Government, and not incidental to any other work, pursuit, research, or purpose of the contractor, whose responsibility it will be to account for it accordingly.

(End of clause)

18. 1352.237-75 KEY PERSONNEL (APR 2010)

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

Principal Project Manager Other Key Personnel will be identified on each individual task order, in accordance with the contractor's proposal.

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

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

(End of Clause)

19. 1352.246-70 PLACE OF ACCEPTANCE (APR 2010)

(a) The Contracting Officer or the duly authorized representative will accept supplies and services to be provided under this contract.

(b) The place of acceptance will be indicated in the individual order.

20. 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

Page - 12

(a) The base period of performance of this contract is date of contract award through a period of one year. If an option is exercised, the period of performance shall be extended through the end of that option period.

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

Period Start Date End Date Option I Immediately following Through a period of

Base Period one year

Option II Immediately following Through a period of

Option Period I one year

Option III Immediately following Through a period of

Option Period II one year

Option IV Immediately following Through a period of

Option Period III one year

(c)The notice requirements for unilateral exercise of option periods are set out in

FAR 52.217-9.

(End of clause)

NOAA LOCAL CLAUSES

21. CONTRACT TYPE

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) type contract for services with a base 12-month period and four (4) one-year option periods. Orders awarded against the contract(s) will be firm-fixed-price or labor-hour.

22. CONTRACT ADMINISTRATOR

Crystina Elkins is hereby designated as the Contract Administrator under the contract. All correspondence and inquiries concerning administration of this contract should be addressed to the Contract Administrator at the address in Block 9 (page 1) of this document.

23. GOVERNMENT PROPERTY ADMINISTRATOR

The Property Officer will serve as the Contracting Officer’s authorized representative to administer the contract requirements and obligations relating to Government property. The Property Officer is located at:

DOC, NOAA

7600 Sand Point Way NE, Seattle, WA 98115-6349

24. INDIVIDUAL TASK ORDER DELIVERABLES

Deliverables will be specified in each order.

DELIVERABLE DUE DATE DELIVER TO

Progress Reports – Provide electronic reports for all task orders that clearly and concisely correlate the costs incurred and number of labor hours expended during the reporting period, along with the order start date, estimated completion date, summary of the activity accomplished and if appropriate, by site. These reports shall be correlated with typical billing cycles or on a monthly basis.

Provide travel documentation specified in Part

Submit with monthly invoices

COR

Page - 13

II, Section 27.

25. CONTRACT DELIVERABLES

1. The following is a list of potential report deliverables:

REFERENCE

CONTRACT

CLAUSE IN

PART II

DELIVERABLE DUE DATE DELIVER TO

CAR

1352.209-72 Restrictions Against Disclosure

Upon Contract Award or New Hire Per Clause 1352.209-

COR

CAR

1352.209-74

Organizational Conflicts of Interest Per Clause 1352.209-74

COR

CAR

1352.237-75

Submission for Changes of Key Personnel

15 working days prior to making any permanent substitutions

CO

Clause 28 SAM Updates Annually Online

FAR

52.222-54

Employment Eligibility Verification Per Clause 522.22-54 COR

FAR 52.203-7 Anti-Kickback Procedures Upon Contract Award or New Hire

CO

FAR 52.215-2 Audit and Records Upon Contract Award or New Hire

CO

FAR 52.209-9

Updates of Publicly Available Information Regarding Responsibility Matters.

Update on semi-annual basis in SAM.

Online

FAR

52.222-37

Employment Reports on Veterans Per Clause 52.222-37 CO

FAR 52.227-2

Notice and Assistance Regarding Patent and Copyright Infringement

Promptly upon violation

CO

2. Reports and Meetings

Throughout the performance of the contract, the contractor shall ensure that progress is being made, according to the deliverables and dates established. The contractor shall: (1) furnish a monthly written progress report, and (2) attend weekly meetings in the NMFS office, for all orders currently being performed.

Reports shall be provided to the COR. This can be provided in paper copy or via email. The report shall address the work completed to date, percent of completion of the order, work forecast for the following reporting period, and information, issues, problems, etc., of interest.

26. 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 labor hours and costs expended under the terms and conditions of this contract to the extent that a fully executed task order has been issued and covers the required work and costs. Charges for any work not authorized shall be disallowed.

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

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

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

Page - 14

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

(f) The contractor shall notify the Contracting Officer of any instructions or guidance given that 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 can be made.

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

Labor rates applicable to hours expended in performance of an order will be the contract rates that are in effect at the time the task order is issued.

(h) If multiple awards are made by the Government, the CO shall provide each awardee a fair opportunity to be considered for each task order over the micro-purchase threshold unless one of the exceptions at FAR 16.505(b) applies.

(End of Clause)

27. LABOR CATEGORIES CHANGES

The Contractor or the Government may request adding to or deleting from the labor categories listed in the price schedule. If categories are added, the parties will negotiate the labor rate of said categories prior to incorporation in this Contract.

Any new labor rate, including overhead and profit/fee, shall be calculated in the same manner as in the Contractor’s price proposal negotiated in response to the solicitation.

28. HOURLY LABOR RATES

The unit prices (hourly rates) entered on pages 2 through 4 shall reflect fully loaded hourly rates, which include costs of overhead, general and administrative costs, fringe benefits, and profit. The unit prices shall NOT include travel costs.

The Government requires that the project manager's salary be included in the overhead base.

29. ASSOCIATED TRAVEL

Any travel costs, including transportation, lodging, subsistence, and incidental expenses, incurred in association with the performance of this work incurred by the Contractor's personnel, subcontractors or consultants while in a travel status, will be reimbursed (without profit, G&A, or overhead) up to a not-to-exceed estimated amount listed in the individual order or contract. Air fares and transportation expenses (such as car rentals, taxis, etc.) will be reimbursed at actual expense.

Air fare shall consist of the actual, but not to exceed the lowest customary standard coach, or equivalent airfare during the normal business hours or as otherwise provided in FAR 31.205-46(b). All hotel/lodging, subsistence, and incidental expenses will be reimbursed at the current per diem and/or mileage costs are limited to rates set by the Federal Travel Regulations (FTR), per Federal Acquisition Regulation (FAR) 31.205-46. See the GSA website for current per diem rates:

http://www.gsa.gov/portal/category/21287. Receipts are required for hotels, car rentals and airfare tickets when submitting an invoice for reimbursement however, additional receipts may be required at any time to substantiate claimed travel expenses.

Invoices shall be supported with a copy of the ticket.

The parties recognize that it may be necessary to cancel or reschedule travel. Where rescheduling or cancellation was due to unforeseeable cause(s) beyond the control and without fault or negligence of the Contractor, penalties imposed by airlines or other travel related services shall be treated as allowable reimbursable costs under this contract. Invoices shall be supported with a copy of the ticket/receipt associated with the change.

Federal Acquisition Regulation (FAR) clauses 52.216-7, Allowable Cost and Payment;

and 52.232-20, Limitation of Cost are applicable to the reimbursable items associated

Page - 15 with the travel determined to be necessary in the performance of this contract. All travel, subsistence and local transportation in support of this contract will be in accordance with rates set by the Federal Travel Regulations.

Note: The clause above is based upon no profit, G&A, or overhead being allowed.

30. REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS

In accordance with FAR 15.204-1(b), the completed and submitted “Representations, Certifications, and Other Statements of Offeror”, including those posted on the Government’s System for Award Management (SAM) website, are herby incorporated by reference upon award of an IDIQ and are required to be updated annually.

31. TASK ORDER DELIVERABLES

Deliverables will be specified in each individual order and will be required to be accomplished in a timely manner and submitted to the Contracting Officer's Technical Representative in the prescribed and mutually agreed upon format.

32. PERFORMANCE MEASURES

a. Orders issued under this agreement shall contain, to the maximum extent practicable, meaningful performance measures to enable the assessment of success/failure in meeting the objectives of the requiring office.

b. The Contracting Officer's Representative (COR) will be responsible for monitoring work order performance measures to assess progress. The Contracting Officer shall be notified by the COR when it appears that contract performance will not successfully meet the established measures.

(End of clause)

33. DEFINITIONS

The terms offeror and quoter are used synonymously in this solicitation and contract and have the same meaning.

The terms offer and quote are used synonymously in this solicitation and contract and have the same meaning.

34. EMPLOYMENT ELIGIBILITY VERIFICATION

The provisions of the Employment Eligibility Verification clause as prescribed by FAR 52.222-54 are supplemented as follows:

As the Federal Government supports a legal workforce, contractors are required to enroll as a Federal Contractor in the E-Verify database system. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site:

http://www.dhs.gov/E-Verify

35. REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT TAX LIABILITY OR A

FELONY CONVICTION UNDER ANY FEDERAL LAW (CLASS DEVIATION) (MARCH 2012)

(1) In accordance with Sections 543 and 544 of Public Law 112-55 Commerce, Justice, Science, and Related Agencies Appropriations Act 2012, Title V (General Provisions) none of the funds made available by that Act may be used to enter into a contract with any corporation that-

(a) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, unless the agency has considered suspension or

Page - 16 debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government.

(b) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government.

(2) The Offeror represents that, as of the date of this offer-

(a) It is [ ] is not [ ] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

(b) It is [ ] is not [ ] a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreements with the authority responsible for collecting the tax liability.

(End of provision)

36. 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses 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):

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

52.203-3 GRATUITIES (APR 1984)

(Reference 3.202)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

(Reference 3.104-9)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER

(MAY 2011)

(Reference 4.303)

52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (FEB 2012)

(Reference 12.301)

52.216-27 SINGLE OR MULTIPLE AWARDS (OCT 1995)

(Reference 16.506)

52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS—COMMERCIAL

ITEM ACQUISITION (FEB 2007)

(Reference 16.601)

52.222-41 SERVICE CONTRACT ACT OF 1965 (NOV 2007)

(Reference 22.1006)

52.225-25 PROHIBITION ON ENGAGING IN SANCTIONED ACTIVITIES RELATING TO

IRAN—CERTIFICATION (NOV 2011)

(Reference 25.1103)

Page - 17

52.242-15 STOP-WORK ORDER (AUG 1989)

(Reference 42.1305)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2010)

(Reference 44.403)

52.245-1 GOVERNMENT PROPERTY (APR 2012)

(Reference 45.107)

52.247-34 F.O.B. DESTINATION (NOV 1991)

(Reference 47.303-6)

PART II

Page - 18

1. 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL ITEMS (AUG 2012)

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

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

____ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L.

108-77, 108-78).

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

_XX_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

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

_XX_ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Aug 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

____ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

_XX_ (6) 52.209-6, Protecting the Government’ Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C. 6101 note).

_XX_ (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) (41 U.S.C. 2313).

_XX_ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Public Law 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

____ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

____ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

____ (11) [Reserved]

____ (12) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

Page - 19

___ (iii) Alternate II (Nov 2011).

____ (13) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

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

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

_XX_ (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

_XX_ (15) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637 (d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (July 2010) of 52.219-9.

____ (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C.

644(r)).

____ (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C.

637(a)(14)).

_XX_ (18) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

_XX_ (19) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

____ (20) 52.219-25, Small Disadvantaged Business…