AB133F15RQ0592_FINAL_COMBINED_SYNOPSIS_SOLICITATION_FBO.pdf

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

THIS RFQ IS IS NOT A SMALL BUSINESS SET-ASIDE

15. DATE OF QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

b. TELEPHONE

AREA CODE

NUMBER

STANDARD FORM 18 (REV. 6-95) Prescribed by GSA-FAR (48 CFR) 53.215-1(a)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

8. TO:

b. COMPANYa. NAME

c. STREET ADDRESS

d. CITY e. STATE f. ZIP CODE

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

c. CITY

d. STATE e. ZIP CODE

7. DELIVERY

FOB DESTINATION

OTHER

(See Schedule)

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5a ON OR BEFORE CLOSE OF BUSINESS (Date)

IMPORTANT: This is a request for information and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5a. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or service. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotation must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

ITEM NO.

(a)

SUPPLIES/ SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

NUMBER PERCENTAGE

NOTE: Additional provisions and representations are are not attached.

13. NAME AND ADDRESS OF QUOTER

a. NAME OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

PAGE OF PAGES

1. REQUEST NO. 2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NO. 4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG. 1

RATING

5a. ISSUED BY 6. DELIVER BY (Date)

5b. FOR INFORMATION CALL (NO COLLECT CALLS)

NAME TELEPHONE NUMBER

AREA CODE NUMBER

NFFS7300-15-01786 AB-133F-15-RQ-0592

WESTERN ACQUISITION DIVISION

CONTRACTS BRANCH

7600 SAND POINT WAY NE, SOU6

SEATTLE WA 98115-6349

CRYSTINA R. ELKINS

CRYSTINA.R.ELKINS@NOAA.GOV

Please See Continuation Page for Line Item Details

206 526-6036 NATIONAL MARINE MAMMAL LAB

NOAA/NMFS 7600 SAND PT WAY NE F/AKC3

SEATTLE

98115-6349WA

JUL 27, 2015, 2:00 pm, Pacific Time

AUG 31, 2016

DUNS:

FS730031

PAGE 2 OF 29 AB-133F-15-RQ-0592

FOOD HABITS SCIENTIST

(I) This is a combined synopsis/solicitation for commercial services that is prepared in accordance with the format in Federal Acquisition Regulation (FAR) Subpart 12.6, as supplemented by additional information included in this notice; in accordance with simplified acquisition procedures authorized in FAR Part 13, and the Commercial Item Test Program as authorized by FAR 13.5. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.

The Government intends to award a firm-fixed-price contract based on its selection of the offer that represents the best value to the Government. All responsible sources may submit a quotation which shall be considered by NOAA. The Government intends to select one contractor; however, the Government reserves the right to award no contract at all, depending on the quality of the proposals/quotes and prices submitted and the availability of funds.

The offeror shall submit a proposal for the items referred to in Attachment 1, Statement of Work (SOW).

(II) This solicitation AB-133F-15-RQ-0592 is issued as a combined synopsis/solicitation, Request for Quote (RFQ).

Written quotes for this RFQ shall be submitted on a Standard Form (SF) 18.

(III) The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-82 dated June 8, 2015.

(IV) This procurement is set aside 100% for small businesses. The associated NAICS code is 541620, Environmental Consulting Services. The business size standard is $15.0 million. Offerors are highly encouraged to include this NAICS code in their SAM profile.

(V) This combined solicitation/synopsis is for purchase of the following commercial services. A list of contract line item numbers, quantities and units of measure is below.

Contract Line Item No.

Services Qty Unit Unit Price Extended Price

0001 BASE PERIOD

Food Habits Scientist to conduct marine mammal prey analysis, research the taxonomy of marine mammal species, analyze diet, and monitor changes in trends of important prey species as described in the Statement of Work.

Period of Performance:

September 1, 2015 – August 31, 2016

12 MO

OPT

OPTION PERIOD I

Food Habits Scientist to conduct marine mammal prey analysis, research the taxonomy of marine mammal species, analyze diet, and monitor changes in trends of important prey species as described in the Statement of Work.

Period of Performance:

September 1, 2016 – August 31, 2017

12 MO

OPT

OPTION PERIOD II

Food Habits Scientist to conduct marine mammal prey analysis, research the taxonomy of marine mammal species, analyze diet, and monitor changes in trends of important prey species as described in the Statement of Work.

Period of Performance:

September 1, 2017 – August 31, 2018

12 MO

PAGE 3 OF 29 AB-133F-15-RQ-0592

OPT

OPTION PERIOD III

Food Habits Scientist to conduct marine mammal prey analysis, research the taxonomy of marine mammal species, analyze diet, and monitor changes in trends of important prey species as described in the Statement of Work.

Period of Performance:

September 1, 2018 – August 31, 2019

12 MO

OPT

OPTION PERIOD IV

Food Habits Scientist to conduct marine mammal prey analysis, research the taxonomy of marine mammal species, analyze diet, and monitor changes in trends of important prey species as described in the Statement of Work.

Period of Performance:

September 1, 2019 – August 31, 2020

12 MO

(VI) This solicitation is to procure services of a food habits scientist to conduct marine mammal prey analysis, research the taxonomy of marine mammal species, analyze diet, and monitor changes in trends of important prey species as described in the Statement of Work.

(VII) Performance under this requirement will occur at the National Marine Fisheries Service (NMFS), Alaska Fisheries Science Center (AFSC), National Marine Mammal Laboratory (NMML), in Seattle, WA. The periods of performance for the base period and four option periods are listed in Section V, above.

(VIII) FAR 52.212-1, INSTRUCTIONS TO OFFERORS -- COMMERCIAL ITEMS (APR 2014), applies to this acquisition. The offeror shall submit a proposal for each line item in Section V, above.

ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS

Additional Proposal Preparation Instructions:

(a) General Instructions

NOTICE TO OFFERORS: Instructions for submitting offers under this combined synopsis/solicitation must be followed. Failure to provide all information may result in the offer being considered non-responsive. Offers that are non-responsive may be excluded from further evaluation and rejected without further notification to the offeror.

(1) The offer must be prepared in two parts: A technical proposal and a business/price proposal. Each of the parts shall be separate and complete in itself so that evaluation of one may be accomplished independently from evaluation of the other. The technical proposal must not contain reference to price; however, adequate information must be contained in the technical proposal so that the offeror’s technical approach is sufficiently detailed to provide a clear and concise presentation that addresses all contract requirements and demonstrates a clear understanding of the requirements.

(2) The technical proposal should be typed, double-spaced, with one inch margins, using Times New Roman size 11-font or equivalent, and printed, unreduced in size, on 8½" by 11" paper. The technical proposal shall be no more than 30 pages, including all tables and graphics but excluding resumes, index/appendices and past performance references.

There is no size limitation for business/price proposals.

(3) The offeror shall submit:

a. Technical Proposal: One (1) copy, electronic preferred.

b. Price Proposal: One (1) copy, electronic preferred. Each part shall be clearly marked by title.

There is no page limitation for the price proposal.

(4) The Government will evaluate proposals in accordance with the provisions set forth in this section and with the evaluation criteria in Section IX below.

PAGE 4 OF 29 AB-133F-15-RQ-0592

(5) The Offerors shall identify and explain any exceptions or deviations taken to any part of the solicitation or conditional assumptions made with respect to the technical requirements of the solicitation. Offerors should note that taking exceptions to the Government’s requirements may indicate an unwillingness or inability to perform the contract, and the proposal may be evaluated as such.

(b) Technical Proposal

Vendors shall submit the following in their technical proposal:

(1) Technical Approach: The proposal shall demonstrate the offeror´s organization and plan for successfully executing the Statement of Work. The proposal shall demonstrate experience and expertise in research studies of comparable size and scope. Reference Section IX.A.I below for details regarding how the Government will evaluate this factor.

(2) Past Performance (Attachment 2):

The Government will conduct a performance assessment based on the quality of the past performance of the contractor on similar contracts as it relates to the probability of successful accomplishment of the required effort. The Government will use its discretion to determine the sources of past performance information used in the evaluation.

Information utilized will be obtained from the references listed in the quote, other customers known to the Government, and others who may have useful and relevant information. Information will also be considered regarding any significant subcontractors and key personnel, who may be referenced on Attachment 2.

Offerors shall provide a listing of customers to which Past Performance Questionnaire forms were distributed. The list must contain the firms’ names, the representative to whom the form was provided, a telephone number of the contact and an email address. Your customers are requested to complete the Past Performance form and submit the form by fax or email directly to the Contract Specialist noted below.

If an offeror does not have a history of similar or relevant past performance, or if it is not available, it should be noted as such in the quote.

NOTE: Upon completion of the form, the customer shall return it to:

DOC, NOAA, Western Acquisition Division by email to: Crystina.R.Elkins@noaa.gov or fax: 206-527-3916.

Please Note: Any Exceptional, Marginal or Unsatisfactory rating assessed by the customer on individual elements or overall rating assigned on the past performance questionnaire, shall include an explanatory narrative to be provided in the remarks block. These narratives need not be lengthy, just adequately detailed to support evidence of the specific ratings noted above. Failure to provide information supporting the assigned rating may result in a lower rating being designated than that assigned by the customer.

Offerors shall make every effort to ensure that forms are received no later than the submission date stated in the solicitation for the proposal in order to be considered for evaluation of this factor. Questionnaires submitted directly by the offeror rather than by the customer may not be considered.

If an offeror does not have a history of relevant contract experience, or if past performance information is not available, the offeror will receive a neutral past performance rating.

(c) Business/Price Proposal Instructions

Business/Price proposals must adhere to the pricing structure established in Section V above.

The proposal must include a price for all Contract Line Items (CLINS).

Any acceptance period entered on the proposal form by the offeror shall not be less than forty-five days, which shall apply if no other period is offered.

The person signing the offer must have the authority to commit the offeror to all of the provisions of the proposal, fully recognizing that the Government has the right, by terms of the Solicitation, to make an award without discussion if it so elects.

PAGE 5 OF 29 AB-133F-15-RQ-0592

NOTICE TO OFFERORS: Instructions for submitting quotations under this request for quote must be followed.

Failure to provide all information to aid in the evaluation may be considered non-responsive. Offers that are non-responsive may be excluded from further evaluation and rejected without further notification to the offeror.

1. Quotes shall be fully executed and returned on the Standard Form (SF) 18 and any acknowledgements of solicitation amendments on the SF 30.

2. Submit quotations to the office specified in this solicitation at or before the time specified in the solicitation.

Email quotes are acceptable and can be sent to Crystina.R.Elkins@noaa.gov. Electronic/email quotes should be compatible with Microsoft Suite or Adobe.

3. At a minimum the contractor shall provide the following information:

a) Point of contact name, telephone, facsimile and E-mail address.

b) DUNS Number

c) Acknowledgement of registration in the System for Award Management (SAM) database

d) Identification of Authorized Negotiators, including name, telephone, facsimile and E-mail address

e) Certification that Representations and Certifications have been executed by an individual authorized to legally bind the offering firm.

(IX) FAR 52.212-2, EVALUATION – COMMERCIAL ITEMS (OCT 2014), applies to this acquisition. Offers will be evaluated based on a trade-off methodology using the factors set forth in paragraph (a), and award will be made to the firm offering the best value to the Government.

A. Evaluation Factors

The following factors will be used to evaluate the technical proposals:

The basis for award of a contract as a result of this Request for Quotes will be an integrated assessment by the Government of the results of the evaluation based on the evaluation factors listed below. Technical Approach and Past Performance are approximately equal to each other. When combined, Technical Approach and Past Performance are significantly more important than price.

I. Technical Approach

The offerors’ proposals shall show the offerors’ organization and plan for successfully executing the Performance Work Statement. Proposals must address the organization’s approach for each evaluation factor:

1) Technical Requirements:

Fully discuss how the project is to be organized, staffed, and managed. Information should be provided which will demonstrate the offeror’s understanding and management of important events or tasks. The offeror must explain how the management and coordination of consultant and subcontractor efforts will be accomplished. Merely repeating the contract requirements and stating that they will be accomplished, without discussing how the offeror will accomplish them, is not acceptable.

2) Corporate Experience:

The technical proposal must provide the general background, experience, and qualifications of the organization. Offeror must also provide information indicating relevant experience providing services as a food habits scientist, specifically pertaining to duties listed in the Statement of Work contained in this solicitation.

3) Key Personnel:

The technical proposal must include the name of the Food Habits Scientist assigned to this requirement. Included with this, should be proposed duties. Their resume should be included and should contain information on education, background, recent work experience, and specific scientific or technical accomplishments. The approximate percentage of time this individual will be available for this project must be included.

PAGE 6 OF 29 AB-133F-15-RQ-0592

II. Past Performance

The offeror's past performance on recent and related contracts will be evaluated to determine, as appropriate, successful performance of contract requirements, quality and timeliness of delivery of goods and services, cost management, communications between contracting parties, proactive management and customer satisfaction. Required information includes:

1) Demonstrated experience in project similar in size and nature to what is outlined in the Statement of Work.

2) Experience in similar projects.

Firms with a history of poor performance will receive a low rating on the "Past Performance" evaluation factor. Firms with a history of average performance will receive an average rating. Firms with a strong history of reliable performance will receive a higher rating. If an offeror does not have a history of relevant contract experience, or if past performance information is not available, the offeror will receive a neutral past performance rating.

The Government will use its discretion to determine the sources of past performance information used in the evaluation, and information may be obtained from references provided by the offeror, the agency's knowledge of contractor performance, other government agencies or commercial entities, or past performance databases.

III. Price

B. Evaluation of Price Proposals

(1) The offered prices will be evaluated but not scored. The price evaluation will determine whether the offered prices are complete, fair and reasonable in relation to the solicitation requirements. Offered prices must be entirely compatible with the technical offer.

C. Award Basis

(1) Award will be made to the offeror whose proposal is most advantageous to the Government, price and other evaluation factors considered. The Government reserves the right to award a contract on the basis of the initial proposals without any discussions. Therefore, offerors are urged to submit their best offer with the initial submittal.

(2) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement plus foreseeable costs. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(X) The offeror must include a completed copy of the provision at 52.212-3, OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS (MAR 2015), with its offer.

An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically at System for Award Management (SAM) at www.sam.gov. If an offeror has not completed the annual representations and certifications electronically at the SAM website, the offeror shall complete only paragraphs (c) through (o) of this provision.

All vendors doing business with the Government are required to be registered with the System for Award Management (SAM), at www.sam.gov, which replaces the CCR and ORCA systems formerly used for this purpose.

NO award can be made unless the vendor is registered in SAM.

In order to register in SAM and be eligible to receive an award from this acquisition office, all vendors must first have a Data Universal Numbering System (DUNS) number issued by Dun & Bradstreet, Inc. Vendors may obtain a DUNS number free of charge by visiting http://fedgov.dnb.com/webform or by calling the Dun & Bradstreet Customer Resource Center at (800) 333-0505.

(XI) The clause at FAR 52.212-4, CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (MAY 2015), applies to this acquisition. The full text of this clause follows:

PAGE 7 OF 29 AB-133F-15-RQ-0592

FAR 52.212-4 -- CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (MAY 2015)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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;

PAGE 8 OF 29 AB-133F-15-RQ-0592

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payment.

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

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

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

PAGE 9 OF 29 AB-133F-15-RQ-0592

(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 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period 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.

PAGE 10 OF 29 AB-133F-15-RQ-0592

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

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

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

destination.

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

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

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

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

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

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C.

4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

PAGE 11 OF 29 AB-133F-15-RQ-0592

(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 contract.

(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.

PAGE 12 OF 29 AB-133F-15-RQ-0592

(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.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause)

(XII) The clause at FAR 52.212-5, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (MAY 2015) applies to this acquisition as follows:

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

EXECUTIVE ORDERS -- COMMERCIAL ITEMS (MAY 2015)

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

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C.

3805 note)).

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

[Contracting Officer check as appropriate.]

XX (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

XX (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Jul 2013) (Pub. L. 109-

282) (31 U.S.C. 6101 note).

XX (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

PAGE 13 OF 29 AB-133F-15-RQ-0592

XX (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Aug 2013) (31 U.S.C. 6101 note).

XX (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C.

2313).

XX (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

XX (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

XX (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

XX (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

XX (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

XX (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

XX (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

XX (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

XX (29) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212).

XX (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

XX (31) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

XX (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496).

XX (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

XX (34) 52.222-54, Employment Eligibility Verification (Aug 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

XX (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O.

13513).

XX (44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

XX (50) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C.

3332).

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] N/A

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

PAGE 14 OF 29 AB-133F-15-RQ-0592

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

(ix) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O.

13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(x) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter 67).

(xi) XX (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O.

13627).

___ (B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

PAGE 15 OF 29 AB-133F-15-RQ-0592

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)

(xiii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (Aug 2013).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O. 13658).

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C.

1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247- 64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(XIII) The following additional contract requirements apply:

FEDERAL ACQUISITION REGULATION CLAUSES:

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates on or more clauses by reference, with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://farsite.hill.af.mil/vffara.htm (FAR) http://farsite.hill.af.mil/vfcara.htm (CAR)

FAR 52.203-3 GRATUITIES (APR 1984)

FAR 52.203-12, LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS

(OCT 2012)

FAR 52.203-17, CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (APR 2014)

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

(MAY 2011)

FAR 52.216-7, ALLOWABLE COST AND PAYMENT (JUN 2013)

FAR 52.227-14, RIGHTS IN DATA – GENERAL (MAY 2014)

FAR 52.232-20, LIMITATION OF COST (APR 1984)

FAR 52.232-40 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS

(DEC 2013)

PAGE 16 OF 29 AB-133F-15-RQ-0592

CAR 1352.201-70 CONTRACTING OFFICER’S AUTHORITY (APR 2010)

CAR 1352.208-70 RESTRICTIONS ON PRINTING AND DUPLICATIONS (APR 2010)

CAR 1352.209-72 RESTRICTIONS AGAINST DISCLOSURE (APR 2010)

CAR 1352.209-73 COMPLIANCE WITH THE LAWS (APR 2010)

CAR 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

CAR 1352.228-72 DEDUCTIBLES UNDER REQUIRED INSURANCE COVERAGE—FIXED PRICE (APR

2010)

CAR 1352.239-72 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY RESOURCES (APR

2010)

FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a firm-fixed-price contract for commercial services resulting from this solicitation.

(End of clause)

FAR 52.217-5 EVALUATION OF OPTIONS (JUL 1990).

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of clause)

FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days before the contract expires.

(End of clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 15 days of contract expiration, provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five years.

(End of Clause)

CAR 1352.201-72 CONTRACTING OFFICER’S REPRESENTATIVE (COR) (APR 2010)

(a) [WILL BE DESIGNATED AT TIME OF AWARD VIA LETTER] is hereby designated as the Contracting

Officer's Representative (COR).