AB-133F-14-RQ-0019_SOLICITATION.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

NFFS7100-14-00207 104

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

AB-133F-14-RQ-0019

a. NAME b. TELEPHONE NUMBER (No collect

01/09/2014

8. OFFER DUE DATE/

7. FOR SOLICITATION

INFORMATION CALL:

CRYSTINA R. ELKINS

CRYSTINA.R.ELKINS@NOAA.GOV

calls)

(206)526-6036

LOCAL TIME

01/29/2014

02:00 PM PST

9. ISSUED BY CODE AJ630031 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: 100 % FOR:

WESTERN ACQUISITION DIVISION SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

CONTRACTS BRANCH

7600 SAND POINT WAY NE

SEATTLE, WA 98115-6349

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

SMALL BUSINESS PROGRAM

EDWOSB

8 (A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO

17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

16. ADMINISTERED BY CODE

WESTERN ACQUISITION DIVISION

CONTRACTS BRANCH

7600 SAND POINT WAY NE

SEATTLE, WA 98115-6349

18a. PAYMENT WILL BE MADE BY CODE

FINANCIAL MANAGEMENT DIVISION

7600 SAND POINT WAY NE

SEATTLE, WA 98115-6349

AJ630031

AJ610031

TELEPHONE NO.

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

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

OFFER BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

SEE PAGES 3-6 FOR PRICE SCHEDULE

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

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

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

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

COPIES TO 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

29. AWARD OF CONTRACT: REF. OFFER

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

SEE PAGES 3-6 FOR PRICE SCHEDULE

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. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK NUMBER

PARTIAL FINAL

38. S/R ACCOUNT NO. 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. 2/2012) BACK

SCHEDULE Continued

Item No. Supplies/Services Quantity Unit Unit Price Amount

BOTTOM TRAWL SURVEY OF

GROUNDFISH AND CRAB OF THE

EASTERN BERING SEA CONTINENTAL

SHELF

***THE GOVERNMENT IS ACQUIRING A

CHARTER OF UP TO TWO (2) VESSELS

PER CONTRACT PERIOD***

The contractor shall provide vessel, crew and support for operations in accordance with the

Statement of Work. The charter price shall include all costs (including transit to starting port and from ending port) associated with the charter. Fuel, moorage, communications and dockside services will be reimbursed at actual costs, with appropriate documentation provided by the contractor.

VESSEL ONE

VESSEL ONE - BASE PERIOD (2014

SURVEY) - PERIOD OF PERFORMANCE:

APRIL 20, 2014 – MARCH 31, 2015

BASE CHARTER PERIOD – 55 SURVEY DAYS

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS

CONTAINED IN PART III

1 JB

MOORAGE, COMMUNICATIONS AND

DOCKSIDE SERVICES ESTIMATE 1

1 NTE

$3,000.00

OPTION ITEMS

0003 FUEL CHARGES 2 1

NTE

EST $______________

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL ONE - TOTAL BASE PERIOD

(CLINS 0001 – 0004)

VESSEL ONE - OPTION PERIOD I (2015

APRIL 1, 2015 – MARCH 31, 2016

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS

CONTAINED IN PART III

DOCKSIDE SERVICES ESTIMATE 1 1 NTE

$3,000.00

OPTION ITEMS

(OPT)

FUEL CHARGES 2 1

(OPT)

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL ONE - TOTAL OPTION PERIOD I

CLINS (0005 – 0008)

VESSEL ONE - OPTION PERIOD II (2016

APRIL 1, 2016 – MARCH 31, 2017

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS

CONTAINED IN PART III

DOCKSIDE SERVICES ESTIMATE 1 1 NTE

$3,000.00

OPTION ITEMS

(OPT)

FUEL CHARGES 2 1

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL ONE - TOTAL OPTION PERIOD II

CLINS (0009 – 0012)

VESSEL ONE - OPTION PERIOD III (2017

APRIL 1, 2017 – MARCH 31, 2018

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS

CONTAINED IN PART III

DOCKSIDE SERVICES ESTIMATE 1 1 NTE

$3,000.00

OPTION ITEMS

(OPT)

FUEL CHARGES 2 1

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL ONE - TOTAL OPTION PERIOD III

(CLINS 0013 - 0016)

VESSEL ONE - TOTAL ALL CLINS (0001 –

0016)

VESSEL TWO

VESSEL TWO - BASE PERIOD (2014

APRIL 20, 2014 – MARCH 31, 2015

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS.

DOCKSIDE SERVICES ESTIMATE 1 1 NTE

$3,000.00

OPTION ITEMS

1003 FUEL CHARGES 2 1

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL TWO - TOTAL BASE PERIOD

(CLINS 1001 – 1004)

VESSEL TWO - OPTION PERIOD I (2015

APRIL 1, 2015 – MARCH 31, 2016

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS.

DOCKSIDE SERVICES ESTIMATE 1 1 NTE

$3,000.00

OPTION ITEMS

(OPT)

FUEL CHARGES 2 1

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL TWO - TOTAL OPTION PERIOD I

CLINS (1005 – 1008)

VESSEL TWO - OPTION PERIOD II (2016

APRIL 1, 2016 – MARCH 31, 2017

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS.

DOCKSIDE SERVICES ESTIMATE 1 1 NTE

$3,000.00

OPTION ITEMS

(OPT)

FUEL CHARGES 2 1

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL TWO - TOTAL OPTION PERIOD II

CLINS (1009 – 1012)

VESSEL TWO - OPTION PERIOD III (2017

APRIL 1, 2017 – MARCH 31, 2018

IN ACCORDANCE WITH THE ATTACHED

STATEMENT OF WORK/SPECIFICATIONS.

DOCKSIDE SERVICES ESTIMATE 1 1 NTE

$3,000.00

OPTION ITEMS

(OPT)

FUEL CHARGES 2 1

OPTION FOR UP TO 20 ADDITIONAL

CHARTER DAYS, IN ACCORDANCE WITH

THE STATEMENT OF WORK/

SPECIFICATIONS CONTAINED IN PART III

20 DA

VESSEL TWO - TOTAL OPTION PERIOD III

(CLINS 1013 – 1016)

VESSEL TWO - TOTAL ALL CLINS (1001 –

1016)

PLEASE NOTE: Quoter(s) MUST submit pricing for each blank line item in the above schedule, completing the line items associated EITHER Vessel One OR Vessel TWO for each charter period (not both). Failure to quote in this manner may result in the quote’s rejection. Pricing must reflect costs associated with the offer of one (1) vessel, per quote submission. Offerors wishing to propose more than one vessel must submit separate proposal packages for each vessel. Daily charter pricing shall be inclusive of all costs, with the exception of the cost for fuel use during charter, communications, moorage and dockside services (including transit to starting port and from ending port) associated with the charter.

NOTE1: Fuel calculations from Part I, Paragraph 30, entitled FUEL CONSUMPTION; Charter Fuel Calculation shall be inserted into CLINs 0003, 0007, 0011, 0015, 1003, 1007, 1011 and 1015. Reimbursement of this line item will be based upon actual costs incurred and when accompanied by the appropriate documentation. Reference Part III, Paragraph 2, titled INVOICING INSTRUCTIONS and Part I, Paragraph 26, titled FUEL OIL. Allowable items will be reimbursed up to the pre-approved amount and any overages must be approved in advance of incurring charges.

NOTE2: Estimated amounts for fuel, moorage, communications and dockside services are for evaluation purposes only. Reimbursement of these items will be based upon actual costs incurred and when accompanied by the appropriate documentation. Reference Part III, Paragraph 2, titled INVOICING INSTRUCTIONS. Allowable items will be reimbursed up to the pre-approved amount and any overages must be approved in advance of incurring charges.

Acronym Key

JB = Job NTE = Not-to-Exceed EST = Estimated DA = Days

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.

SURVEY DAY: is defined as a 24 hour period to include all costs associated with the vessel, crew, supplies, including overhead and G&A. This shall not include the costs for fuel or the option of shipment of Government Property.

FIELD PARTY CHIEF (CHIEF SCIENTIST): One scientist will be designated Field Party Chief (Chief Scientist). That person will be responsible for implementation of the cruise plan, disposition of catches, and the conduct and performance of scientific personnel aboard the vessel.

FAR 52.252-4 ALTERATIONS IN CONTRACT (APR 1984)

Portions of this contract are altered as follows:

(To be completed upon contract award, if applicable)

(End of clause)

PART I

SPECIAL CONTRACT REQUIREMENTS

AB-133F-14-RQ-0019

1. COMMERCIAL ITEM ACQUISITION

This commercial item acquisition solicitation for supply of a charter vessel and any resulting contract is subject to Federal Acquisition Regulation (FAR) Part 12, Acquisition of Commercial Items. This solicitation incorporates provisions and clauses in effect through Federal Acquisition Circular No. 2005-72 dated 01/01/14.

(End of clause)

2. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (SEP 2013)

(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

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

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

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this

(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

FAR 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected 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 at fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

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

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

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

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

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

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

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

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

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

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

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

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

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this

(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. 4712 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, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at FAR 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) System for Award Management (SAM).

(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 SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM 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 SAM database to ensure it is current, accurate and complete. Updating information in the SAM 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 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 SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. 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 SAM 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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractor’s SAM 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 SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the

Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(End of Clause)

ADDENDUM TO FAR 52.212-4

FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

3. 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of two firm-fixed price supply type contracts for charter of two vessels (one contract per vessel) with cost reimbursable line items for fuel, communications, moorage, and dockside services (stevedoring) resulting from this solicitation. It consists of a base period from approximately April 20, 2014 through March 31, 2015 and three one-year option periods. Actual dates for charter periods will begin between approximately May 26 and June 7 for each charter period.

Alternate starting dates earlier or later than the preferred May 26 date may be considered. Exact dates will be decided upon by the COR in conjunction with the contractor.

(End of Clause)

4. 52.217-7 OPTION FOR INCREASED QUANTITY -- SEPARATELY PRICED LINE ITEM (MAR

1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule.

The Contracting Officer may exercise the options at the time of contract award, but may exercise additional options by written notice to the contractor within the performance period of the contract. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

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 30 calendar days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 calendar 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 four years.

(End of Clause)

6. 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Commerce Acquisition Regulation (48 CFR 13) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of Clause)

COMMERCE ACQUISITION REGULATION (CAR) CLAUSES

7. 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)

8. 1352.201-72 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (APR 2010)

(a) [TO BE ASSIGNED AT AWARD BY SEPARATE LETTER] is hereby designated as the Contracting Officer's Representative (COR). The COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract. The COR is located at:

[TO BE ASSIGNED AT AWARD BY SEPARATE LETTER]

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

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

(2) The COR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, terms or conditions. Any contractor request for changes shall be referred to the Contracting

Officer directly or through the COR. No such changes shall be made without the express written prior authorization of the Contracting Officer. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

(End of Clause)

9. 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.

10. 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 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.

11. 1352.228-70 INSURANCE COVERAGE (APR 2010)

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

(b) General liability.

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

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

(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)

12. 1352.228-72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE- FIXED PRICE (APR

2010)

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

13. 1352.237-75 KEY PERSONNEL (APR 2010)

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

Captain Lead Fisher Engineer-fisher General-fisher Cook/Cook-fisher

(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)

14. 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

15. 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

(a) The base period of performance of this contract is from April 20, 2014 through March 31st, 2015.

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

Option Period I April 1, 2015 – March 31, 2016 Option Period II April 1, 2016 – March 31, 2017 Option Period III April 1, 2017 – March 31, 2018

(c) The notice requirements for unilateral exercise of option periods are set out in FAR 52.217–9.

(End of Clause)

16. 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 16 (page 1) of the SF 1449.

(End of Clause)

17. COAST GUARD INSPECTION

Performance under this contract is dependent on the vessel(s) passing a U.S. Coast Guard safety examination. The Coast Guard inspection shall be performed no earlier than two weeks before the vessels’ scheduled departure and the Coast Guard certification must be obtained by the vessels no less than one week prior to scheduled departure. In the event that the contractor does not obtain the Coast Guard inspection, the Government may 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 vessels to passing standard shall be borne by the contractor. A copy of the Coast Guard certification shall be posted on each vessel.

(End of Clause)

18. 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.

A Coast Guard inspection of the vessel based on an interagency agreement between National Marine Fisheries Service (NMFS) and the Coast Guard or 46 CFR Part 28 will be required prior to performance. 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 46 CFR Part 28. Issuance of the notice to proceed by the Government is conditioned upon the successful completion of the mandatory Coast Guard inspection under Part I, Paragraph 17 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)

19. MECHANICAL BREAKDOWNS OR NON-PERFORMANCE

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 occurs of the vessel(s) or other contractor provided equipment that is greater than 12 hours cumulative within a 24-hour period that begins at 0700 and ends at 0659, the vessel(s) and all contractor provided equipment shall be considered off charter and make-up fishing days may be required.

The charter shall also be considered off charter if the Captain or Crew of the boat is unable to perform the duties as outlined in the Statement of Work in increments of time greater than 12 hours cumulative within a 24-hour period that begins at 0700 and ends at 0659. The contractor shall make every reasonable effort to resolve the problem causing the vessel(s), contractor provided equipment or Captain and Crew to be out of service and bring it back into service as quickly as possible to continue contract performance. Mechanical breakdown periods in excess of four (4) consecutive or four (4) cumulative days may be grounds for termination of the contract. In the event that the breakdown requires the vessel(s) to return to port for repairs, the vessel(s) will not be considered back on charter until the vessel(s) returns to active survey status as determined by the Contracting Officer in consultation with

COR.

(End of Clause)

20. 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 firearms may stay on board if the 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. Onshore use of firearms shall be at the discretion of the Captain.

(End of Clause)

21. PROHIBITED SPECIES

All crab, salmon and halibut taken in survey operations must be returned to the sea unless the Field Party Chief directs they be retained for scientific purposes or for consumption aboard the vessel(s).

(End of Clause)

22. POSSESSION OF LIQUOR/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.

23. 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)

24. 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. Violation under this clause may result in termination of the contract, at the discretion of the Government under the Default Clause, and in consequent 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.

(End of Clause)

25. 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 vessel captain. Liability for any family members allowed on board during the charter is the sole responsibility of the contractor.

(End of Clause)

26. FUEL OIL

Fuel oil for the performance of the charter will be either provided by the Government, or the contractor costs for fuel oil 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…