AB133F12RQ0612.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

Offeror to Complete Blocks 12, 17, 23, 24, & 30

1. Requisition Number

NFFS7100-12-04149

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

AB133F-12-RQ-0612 06/26/2012

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 July 25, 11:00 AM Pacific Time

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

12. Discount Terms

WESTERN ACQUISITION DIVISION

ATTN: CRYSTINA R. ELKINS

7600 SAND POINT WAY NE/WC3

SEATTLE, WA 98115-6349

X Unrestricted

Set-Aside 100 % for

Small Business X 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: 483114 14. Method of Solicitation

Size Standard: 500 employees RFQ IFB X RFP

15. Deliver To Code FS710031 16. Administered By Code

SEE SOW / SCHEDULE

See Block 9

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

FINANCIAL MANAGEMENT DIVISION / WC1

7600 SAND POINT WAY NE

SEATTLE, WA 98115-6349

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

CONTINUED ON PAGE 2

SCHEDULE Continued

Item No. Supplies/Services Quantity Unit Unit Price Amount

AB133F-12-RQ-0612

OCEAN SALMONID PLUME CRUISES

Contractor shall provide vessel, crew and support for survey in accordance with the Statement of Work. Daily rate shall include all costs (including transit to starting port and from ending port) associated with the performance of the Statement of Work. Moorage, Communications and Fuel will be reimbursed at actual costs, with the appropriate documentation provided by the contractor.

BASE PERIOD

September 1, 2012 February 28, 2012

PROVIDE A TWELVE (12) DAY VESSEL

CHARTER TO CONDUCT OCEAN SALMONID

SAMPLING IN ACCORDANCE WITH PART

III, SECTION 1, STATEMENT OF WORK.

DA

0001A *ESTIMATED FUEL USAGE DURING

CHARTER.

(ACTUAL FUEL COSTS TO BE REIMBURSED

BY THE GOVERNMENT IN ACCORDANCE

WITH CALCULATION IN PART IV,

PARAGRAPH 2)

FUEL ESTIMATE TO BE BASED ON 12

CHARTER DAYS.

THE ACTUAL TOTAL WILL BE PAID BASED

UPON ACTUAL COST INCURRED AND IS

REIMBURSABLE WITH THE APPROPRIATE

DOCUMENTATION (RECEIPTS, INVOICES,

ETC.) PROVIDED BY THE CONTRACTOR,

REFERENCE PART I, PARAGRAPHS 25, 26 &

27.

1 LS $__________

0001B *ESTIMATED MOORAGE AND

COMMUNICATIONS CHARGES. TO BE

REIMBURSED IN ACCORDANCE WITH PART

I, PARAGRAPHS 25, 26 & 28.

NTE

LS

TOTAL BASE PERIOD LINE ITEMS (0001-

0001B)

OPTION PERIOD ONE

March 1, 2013 – February 28, 2014

PROVIDE A THIRTY (30) DAY VESSEL

CHARTER TO CONDUCT OCEAN SALMONID

DA $____________ $__________

0002A *ESTIMATED FUEL USAGE DURING

CHARTER.

(ACTUAL FUEL COSTS TO BE REIMBURSED

BY THE GOVERNMENT IN ACCORDANCE

WITH CALCULATION IN PART IV,

PARAGRAPH 2)

FUEL ESTIMATE TO BE BASED ON 30

SCHEDULE Continued

Item No. Supplies/Services Quantity Unit Unit Price Amount

CHARTER DAYS.

THE ACTUAL TOTAL WILL BE PAID BASED

UPON ACTUAL COST INCURRED AND IS

REIMBURSABLE WITH THE APPROPRIATE

DOCUMENTATION (RECEIPTS, INVOICES,

ETC.) PROVIDED BY THE CONTRACTOR,

REFERENCE PART I, PARAGRAPHS 25, 26 &

0002B *ESTIMATED MOORAGE AND

REIMBURSED IN ACCORDANCE WITH PART

I, PARAGRAPHS 25, 26 & 28.

NTE

TOTAL OPTION PERIOD I LINE ITEMS

(0002-0002B)

OPTION PERIOD TWO

March 1, 2014 – February 28, 2015

PROVIDE A THIRTY (30) DAY VESSEL

CHARTER TO CONDUCT OCEAN SALMONID

DA $____________ $__________

0003A *ESTIMATED FUEL USAGE DURING

CHARTER.

(ACTUAL FUEL COSTS TO BE REIMBURSED

BY THE GOVERNMENT IN ACCORDANCE

WITH CALCULATION IN PART IV,

PARAGRAPH 2)

FUEL ESTIMATE TO BE BASED ON 30

CHARTER DAYS.

THE ACTUAL TOTAL WILL BE PAID BASED

UPON ACTUAL COST INCURRED AND IS

REIMBURSABLE WITH THE APPROPRIATE

DOCUMENTATION (RECEIPTS, INVOICES,

ETC.) PROVIDED BY THE CONTRACTOR,

REFERENCE PART I, PARAGRAPHS 25, 26 &

0003B *ESTIMATED MOORAGE AND

REIMBURSED IN ACCORDANCE WITH PART

I, PARAGRAPHS 25, 26 & 28.

NTE

TOTAL OPTION PERIOD II LINE ITEMS

(0003-0003B)

TOTAL ALL LINE ITEMS (0001-0003B)

PLEASE NOTE: Offeror(s) MUST submit pricing for each line item in the above schedule. Failure to offer in this manner may result in the submission being rejected. Pricing must reflect the costs associated with the offer of one (1) vessel per submission.

*A not-to-exceed amount is identified by the Government for evaluation purposes for these CLINS. Item will be reimbursed based on actual expenses incurred.

PART I

TERMS AND CONDITIONS

Page - 4

1. COMMERCIAL ITEM ACQUISITION

This is a commercial item acquisition for the charter of a vessel to conduct the Ocean Salmonid Plume Cruises 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 2005-58 Dated May 18, 2012 and 2005-59 Dated May 15, 2012.

2. 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (FEB 2012)

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 re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance 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 Government wide 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

Page - 5

(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, contract 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—Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration), 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

Page - 6 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 contract 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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.

Page - 7

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt;

or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin;

or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

Page - 8

(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. 3701, et seq., Contract Work Hours and Safety Standards Act;

41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 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, and

Compliance with Laws Unique to Government Contracts 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) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer.

Page - 9

The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1- 888-227-2423 or 269-961-5757.

(End of clause)

ADDENDUM TO FAR 52.212-4

3. 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 30 days of the expiration of the period of performance provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 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 thirty-one (31) months.

(End of Clause)

4. 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)

Page - 10

5. 1352.201-72 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (APR 2010)

(a) [DESIGNATION OF THE COR IS TO BE PROVIDED UNDER SEPARATE LETTER AFTER AWARD] The COR may be changed at any time by the Government without prior notice to the contractor by letter to the contractor. The COR is located at:

TO BE ASSIGNED AT TIME OF CONTRACT AWARD UNDER SEPARATE LETTER

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.

6. CONTRACT ADMINISTRATOR

Crystina R. 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.

7. 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

The period of performance of this contract is from the date of contract award (approximately September 1, 2012) through February 28, 2013. The base period term of the charter will be 10 days to occur during September/October of 2012. No sailing will occur after October 31; the additional time is built in to allow for incremental fueling, if needed, after charter performance. The vessel charter will start and end in one of the following places: Newport, OR; Astoria, OR; Port Angeles, WA; or other locations depending on location of chartered vessel and the needs of the Government's research. Two one-year option periods are included in this contract, which consist of thirty (30) charter days per option period and occur as outlined in the statement of work, reference Part III, Section 1.

8. 1352.237-75 KEY PERSONNEL (APR 2010)

(a) The contractor shall assign to this contract the following key personnel (to be assigned at time of contract award):

Captain Engineer-Fisherman Cook-Fisherman

Page - 11

Lead Fisherman Deck Hand

(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.

9. 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:

ABOARD THE CONTRACTOR'S VESSEL

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.

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.

(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

Page - 12 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.

12. 1352.228-70 INSURANCE COVERAGE (APR 2010)

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

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

Page - 13

(2) When special circumstances apply in accordance with FAR 28.307-2(b), Property Damage Liability Insurance shall be required in the amount of $-0-.

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

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

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

(End of clause)

13. 1352.228-72 INSURANCE DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE- FIXED

PRICE (APR 2010)

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

(End of clause)

14. COAST GUARD INSPECTION

The Government’s issuance of a notice to proceed will depend on the vessel passing a U.S. Coast Guard safety examination. The Coast Guard inspection must be performed earlier than two weeks before the vessels’ scheduled departure and the Coast Guard certification must be obtained by the vessel, no less than five (5) days prior to scheduled departure. In the event that the Contractor does not obtain the Coast Guard inspection, the Government will terminate the contract, and the Contractor may be liable to the Government for excess re-procurement costs.

Inspection is required before the commencement of each charter year, unless the Coast Guard has issued a letter of inspection that is valid for the time period of the charter. The Contractor will arrange for the inspection, and any costs associated with bringing the vessel to passing standard shall be borne by the Contractor. A copy of the Coast Guard certification shall be posted on the vessel.

(End of clause)

15. CHARTER VESSEL SAFETY

The contractor shall adhere to the safety regulations as set forth in Coast Guard rules effective on September 15, 1991, and as provided for by the Commercial Fishing Industry Vessel Safety Act of 1988 (specifically, 46 CFR Part 28) or subsequent additions or revisions. These regulations require that specified vessels be equipped with a variety of safety features and equipment. Reference Attachment #3.

A Coast Guard inspection of the vessel based on an interagency agreement between NMFS and the Coast Guard or 46 CFR Part 28 will be required prior to performance.

Page - 14

In addition to the requirements of 46 CFR Part 28, the Coast Guard inspection will require conformance with standards for lifesaving and firefighting equipment in the Rules for Small Passenger Vessels, which exceed Part 28. Issuance of the notice to proceed by the Government is conditioned upon the successful completion of the mandatory Coast Guard inspection under Clause at No. 16 of this contract.

Failure of the Contractor to successfully complete the inspection requirements shall be grounds for termination of this contract. Conformance with present regulations for commercial fishing vessels requires that the master or an individual in charge of the vessel ensures that safety drills and instruction are conducted at least once a month (46 CFR 28.270). Safety orientations must be given to each individual on board that has not received the instruction and has not participated in the drills before the vessel can continue to operate. The contractor shall conduct such safety orientations prior to sailing on each cruise leg. It is recommended that a full drill be completed early in each cruise leg even if less than a month has elapsed since the last drill due to the frequent wholesale exchange of scientific personnel at cruise breaks. Each vessel must also have all required emergency instructions posted (46 CFR 28.265).

(End of clause)

16. GOVERNMENT ACQUIRED/FURNISHED PROPERTY

The following Government Furnished Property (GFP) will be provided to the contractor:

Scientific sampling equipment and supplies, including computers and additional GPS units.

Any/all Government property provided to the Contractor shall be for use in the performance of this contract only. This property shall be used and maintained by the Contractor in accordance with provisions of the "Government Property" clause.

The Contractor may be tasked to acquire equipment for the Government’s use under an individual task order. Upon completion of the contract, all property acquired/used/provided shall be returned to the Government. Any/all GFP provided to the Contractor shall be returned to the Government upon completion of the order or termination of the order/contract.

(End of clause)

17. 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, located at:

7600 SAND POINT WAY NE

SEATTLE, WASHINGTON 98115

18. MECHANICAL BREAKDOWNS OR NON-PERFORMANCE OF VESSEL OR CREW

The Contractor is responsible for maintaining all Contractor provided equipment and vessels in a safe operating condition during the contract performance. If a mechanical breakdown of the vessel or other Contractor provided equipment occurs that is of 12 or more cumulative hours within a 24 hour period, that begins at 0700 one day and ends at 0659 the following day, the vessel and all other Contractor provided equipment shall be considered to have been off charter for that day and a make-up day shall be required (at the discretion of the COR) at no additional cost to the Government. The vessel and all other Contractor provided

Page - 15 equipment shall also be considered to have been off charter if the Captain or Crew of the vessel are unable to perform the duties as outlined in the Statement of Work in increments of time that is of 12 or more cumulative hours within a 24 hour period, that begins at 0700 one day and ends at 0659 the following day. The Contractor shall make every reasonable effort to resolve the issue(s) causing the vessel, other Contractor provided equipment, The Captain and or Crew to be out of service and bring them back into service as quickly as possible. Mechanical breakdown periods in excess of three (3) cumulative days shall be grounds for Termination of this contract for cause. In the event that a breakdown requires the vessel to return to port for repairs, the vessel will not be considered to be back on charter until the vessel returns to the charter area as determined by the Contracting Officer.

(End of clause)

19. FIREARMS

The Government prefers that no firearms be carried on board during the charter, however if the vessel has firearms on board that cannot reasonably be removed prior to the charter, the fire arms may stay on board if the Contracting Officer's Technical Representative (COR) gives approval prior to the vessel departure. Any firearms approved for carriage during the charter period, must be kept locked in the Captain’s quarters at all times during the charter.

20. POSSESSION OF LIQUOR OR ILLEGAL DRUGS

During the charter period, the possession or use of intoxicating liquor and/or illegal drugs by any person is not permitted and may be grounds for termination of this contract by the Government.

(End of clause)

21. CONTROL OF PLASTIC DISCHARGES

Contractor shall comply with the Marine Plastic Pollution Research and Control Act of 1987, which establishes Federal requirements for controlling plastic discharges from ships.

(End of clause)

22. WORKING CONDITIONS FOR GOVERNMENT PERSONNEL

The Contractor shall provide safe, efficient working conditions and accommodations to the Government personnel free from violence, threats of violence, harassment (including sexual harassment), intimidation, and other disruptive behavior. The Contractor, its agents, subcontractors, and employees, including the Captain and crew of the vessel shall not harass, assault, oppose, impede, intimidate, threaten, interfere with or make unwelcome advances toward any member of the Government field party.

(End of clause)

23. PRESENCE OF FAMILY MEMBERS

Unless serving as crew, the spouses or children of crew members or owner(s) may not accompany the vessel during the term of the charter without obtaining written approval in advance from the COR.

24. INVOICING INSTRUCTIONS

Page - 16

A. In accordance with Clause FAR 52.232-25, Prompt Payment, 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, number, and period of performance (The Contractor should date invoices as close as possible to the date of the mailing or transmission.);

3. Contract number;

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. Specify billing period; and

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

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.

C. Invoices shall be submitted no more than twice per month.

D. Payment addresses must reflect the mailing/billing information registered in the Central Contractor Registration (CCR) database to avoid processing delays.

E. 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.

F. 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.

G. 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.

(End of clause)

25. REIMBURSABLE COSTS

The costs for moorage/communications (CLINs 0001B, 0002B and 0003B) and fuel (CLINs 0001A, 0002A and 0003A) will be reimbursed by the Government at actual cost.

The Government may elect to purchase the fuel for the charter under separate contract, should it be available. However, should it be determined that it is more cost effective for the contractor to purchase fuel, reimbursement for this expense will be at actual amounts expended. Invoices for such costs musts include a copy of the invoice/receipt from the fuel provider. Only actual costs will be reimbursed, and will only be reimbursed to the charter contractor.

*** In accordance with FAR 212-4(m), violation under this clause may result in termination of the contract, at the discretion of the Government, and in consequent

Page - 17 liability of the contractor to the Government for any costs incurred, as well as debarment, suspension or similar action from future participation in government contracts.

26. INVOICING FOR FUEL AND COMMUNICATION TRANSMISSIONS

If fuel is not provided by the Government, upon receipt of a supported, valid, and properly invoiced fuel charge, the Government will reimburse the Contractor for those costs in accordance with Contract Clause in Part I, item 27, titled "Fuel". Invoices containing fuel charges must be supported by fuel receipts.

The contract does not allow payment to be made to anyone other than the contract award recipient, or to the assignees of all payments due under this contract.

Transmission charges for government communications through the vessel's communications tools (cell phone, fax, etc.) during the charter performance period will be reimbursed by the government. Invoices for communication charges must provide a copy of the invoice from the service provider identifying the charges.

27. FUEL

Fuel for the performance of the charter will be either provided by the government or the contractor. If the contractor is required to provide fuel, costs for fuel will be reimbursed by the government. A government representative and a vessel crew member shall together, verify the volume of fuel on board at the beginning of the charter and the end of the charter, in order to ensure the government provides no more or less fuel than the performance of the charter requires. If the government owes the contractor fuel at the end of the charter, the government may provide to the contractor either fuel or funds equal to the amount it would cost the government to provide the fuel. If the contractor has received more fuel than required for the charter, the government shall deduct the government's costs for the excess fuel from the final payment to the contractor.

The Government may choose to order fuel oil through a Government contract when it is available. Fuel required in ports where fuel is not procured through a government contract shall be purchased by the vessel charter Contractor. Fuel purchased by the Contractor to replace that used for charter operations will be billed to and payable by the vessel charter Contractor who will in turn bill the Government for reimbursement. (Reference Part I, Item 26 for clause titled - Invoicing for Fuel and Communication Transmissions.) As used herein, fuel is defined as diesel oil for propulsion and auxiliary engines. It does not include lube oil, lubricants, hydraulic oil or solvents, but does include gasoline and oil for outboard motors.

(End of Clause)

28. MOORING

Costs incurred for mooring at private docks during the charter will be reimbursed in the same manner as fuel. Reference Part I, Item 26 for clause titled - Invoicing for Fuel and Communication Transmissions.

29. INCIDENTAL CATCH DISPOSAL

Fish and shellfish caught by chartered vessels during the course of scientific research are federal property and are to be disposed of as directed by the AFSC's Field Party Chief (FPC). The FPC will follow NOAA policy summarized below regarding the use of fish and shellfish which are excess to scientific needs, unless specific exceptions are allowed under written contract with the vessel's owner. 1) Live fish and shellfish not required for scientific purposes and which

Page - 18 have a reasonable chance of survival must be returned to the water as quickly as possible. 2) Fish and shellfish which are dead or not likely to survive as a result of the normal capture process may be retained for consumption aboard the vessel while it is under Government contract.