SF1449_EA-133W-14-RQ-0278.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATE . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PAGE 3 OF 56 EA-133W-14-RQ-0278

Strategic advice and support to assist NWS Management and NWSEO develop a professional, productive, sustainable relationship.

NTE NTE

0001 Base Year - Support for work outlined in Section C.

Period of Performance will begin on 06/30/2015 or the date of award, whichever occurs first, through one (1) year.

1.00 LO

NTE NTE/OPT

0002 Option Year 1 - Continued Support as outlined in Section

C.

To be exercised through one (1) year after the expiration of the base period.

Period of Performance: 06/30/2015 to 06/29/2016

1.00 LO

NTE NTE/OPT

0003 Option Year 2 - Continued Support as outlined in Section

C To be exercised through one (1) year after the expiration of Option Year 1.

Period of Performance: 06/30/2016 to 06/29/2017

1.00 LO

NTE NTE/OPT

0004 Option Year 3 - Continued Support as outlined in Section

C.

To be exercised through one (1) year after the expiration of Option Year 2.

Period of Performance: 06/30/2017 to 06/29/2018

1.00 LO

NTE NTE/OPT

0005 Option Year 4 - Continued Support as outlined in Section

C.

To be exercised through one (1) year after the expiration of Option Year 3.

Period of Performance: 06/30/2018 to 06/29/2019

1.00 LO

Table of Contents

PAGE 4 OF 56 EA-133W-14-RQ-0278

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 1352.216-77 CEILING PRICE (APR 2010)

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Statement of Work

SECTION D PACKAGING AND MARKING

D. 1 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

SECTION E INSPECTION AND ACCEPTANCE

E. 1 1352.246-70 PLACE OF ACCEPTANCE (APR 2010)

SECTION G CONTRACT ADMINISTRATION DATA

G. 1 1352.201-70 CONTRACTING OFFICER´s AUTHORITY (APR 2010)

G. 2 1352.201-72 CONTRACTING OFFICER´s REPRESENTATIVE (C0R) (APR 2010)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 1352.209-73 COMPLIANCE WITH THE LAWS (APR 2010)

H. 2 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

H. 3 NOAA/ERAD Clause - Limitation of Funds

SECTION I CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (NOV 2013)

I. 2 52.203-3 GRATUITIES (APR 1984)

I. 3 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

I. 4 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 2010)

I. 5 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010)

I. 6 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 7 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

I. 8 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JULY 2013)

I. 9 52.232-17 INTEREST (OCT 2010)

I. 10 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 11 52.242-2 PRODUCTION PROGRESS REPORTS (APR 1991)

I. 12 52.242-13 BANKRUPTCY (JUL 1995)

I. 13 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAR 2001)

I. 14 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (SEPT 2013)--ALTERNATE I (AUG

2012)

I. 15 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JAN 2014)

I. 16 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 17 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 18 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I. 19 ERAD Invoices Clause

SECTION J LIST OF ATTACHMENTS

J. 1 IT Accounting Questionnaire

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (SEP 2007)

Table of Contents

PAGE 5 OF 56 EA-133W-14-RQ-0278

K. 2 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (NOV 2013)

K. 3 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

K. 4 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K. 5 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (APR 2012)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 Instructions, Conditions, and Notices

L. 2 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 FAR 52.212-2 EVALUATION - COMMERCIAL ITEMS

PAGE 6 OF 56 EA-133W-14-RQ-0278

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 1352.216-77 CEILING PRICE (APR 2010)

The ceiling price of this contract is $(To Be Determined at date of award) . The contractor shall not make expenditures nor incur obligations in the performance of this contract which exceed the ceiling price specified herein, except at the contractor´s own risk.

(End of clause)

PAGE 7 OF 56 EA-133W-14-RQ-0278

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Statement of Work

OAA Labor Relations SOW Page 1

National Oceanic and Atmospheric Administration National Weather Service

Statement of Work

For

Office of the Assistant Administrator

Labor Relations Market Survey

March 2014

PAGE 8 OF 56 EA-133W-14-RQ-0278

Description of Needs

The National Weather Service (NWS) is undergoing a major organizational and technological change which will have significant impact on its bargaining unit. It is important that NWS change the culture of the existing relationship between management and the National Weather

Service Employee Organization (NWSEO), the exclusive labor organization. The benefits of the organizational changes cannot be achieved without a professional, unbiased, and effective bargaining approach to labor relations. This effort requires a Support Services Contractor to provide strategic expert advice and support to upper management at NWS concerning effective practices in interacting with the union, including preparation for collective bargaining meetings with union officials; engaging union officials through predecisional input and I&I negotiations;

and other meeting involving labor relations within the organization.

The Government will not exercise any supervision or control over the service providers performing the services herein. The service providers shall be accountable solely to the

Contractor who, ultimately, is responsible to the Government as defined in this Statement of

Work (SOW). The Contractor shall perform to the standards in this SOW.

1. Background

The Office of the Assistant Administrator (OAA) is responsible for labor relations between the

NWS management and the National Weather Service Employee Organization (NWSEO). The

NWS Labor Relations Officer serves as the agency point of contact for information on nationally and locally relevant labor relations issues within NOAA/NWS. The NWS works diligently to ensure the fulfillment of its Labor Relations obligations which is critical in facilitating the efficiency of agency operations.

2. Objective

The Contractor shall provide quality strategic expert advice and support to the NWS associated with labor relations issues between NWS and NWSEO management. The Contractor shall furnish and make available all personnel, supplies, equipment, materials, data, facilities, and services necessary to assist the NWS to accomplish its mission as relates to labor relations between NWS and NWSEO.

3. Detailed Requirement

The Contractor shall provide all of the necessary support required to perform all of the activities successfully in accordance with this SOW such as: planning, organizing, managing, coordinating, and tracking (e.g., report management, cost/schedule/performance measurement).

The contractor shall propose an appropriate mix of labor categories that would provide the best value to the Government in support of the NWS OAA.

The Contractor workforce shall perform the following tasks:

PAGE 9 OF 56 EA-133W-14-RQ-0278

a. Assess the state of the NWS-NWSEO labor management relationship.

b. Examine outstanding issues between the parties to develop a long-term organizational change strategy based on mutual opportunities.

c. Identify and develop training activities to enable NWS/NWSEO leaders to lead in a collaborative environment, and provide skill development to help employees increase their workplace engagement and ability to integrate technology;

d. Assist in developing a five-year strategic plan to establish a professional labor/management relationship in which both parties understand each other’s interests and determine the most effective mechanisms for communicating and dealing with those interests;

e. Identify and evaluate perceived inadequacies in current relationship and determine how to best address them;

f. Develop and maintain project schedules to track milestones, metrics and key deliverable performance;

g. Support and prepare briefings and graphics for upper management (program reviews, etc) on findings and the status of the project;

h. Development of a collaborative process that ensures labor and management interests are clearly identified;

i. Develop a professional, business-based approach to contract negotiations while protecting the rights of both management and labor;

j. Facilitate relationships and help develop productive and meaningful organizational roles and achieve a professional business-based bargaining approach to labor relations.

3.1 Period of Performance

The period of performance shall be for one (1) Base period of one-year and four (4) 1-year option periods.

3.2 Other Direct Costs

3.2.1 Facilities

The services required hereunder shall be performed at various office locations across the United

States. The NWS may designate some of the Contractor employees to be located on site at NWS

Headquarters, Silver Spring, MD.

PAGE 10 OF 56 EA-133W-14-RQ-0278

3.4.2 Travel

The Contractor shall travel, as tasked, to support the program. The Contractor shall travel to provide on-site personnel as needed at work locations to conduct interviews, and/or workshop activities. Work locations will be throughout the NWS Headquarters in Silver Spring, Maryland and its regional locations in the United States. The Government estimates that the travel budget will have a ceiling of $13,000.00, based on one (1) trip to all regions (except Alaska and Hawaii) and one (1) trip to Sarasota, Florida for two Contractor employees. The NWS Task Manager and

Contracting Officer Technical Representative (COTR) shall approve all travel in advance of its occurrence in writing. The Contractor shall not be reimbursed for any unauthorized travel.

The Government will reimburse the Contractor for travel and per diem costs incurred only in the performance of this contract. The Contractor shall not exceed per diem rates. Reimbursement will be at cost only and in accordance with Joint Travel Regulations of the Federal Government.

The Government will not reimburse the Contractor for travel costs incurred for the replacement of personnel when such replacement is accomplished for the convenience of the contractor or the employees.

3.4.3 Miscellaneous

The Contractor may incur cost for incidental nonrecurring items such printing, special supplies, etc., with the prior approval of the COTR.

3.5 Program Management

The Contractor shall efficiently and effectively manage the performance under this contract to ensure all the necessary technical, business, and administrative planning; organizing; managing;

coordinating; and tracking (e.g., cost, schedule, deliverables), performance management, resource management, data management, and subcontract management required to perform all the activities successfully as required in the SOW. The project manager is the primary point of contact for work to be performed under the resultant contract. The program manager shall keep the NWS informed of any potential problems and make recommendations for solutions.

The Contractor shall ensure that assignments are completed in a thorough and timely manner and provide written documentation of accomplishments. The NWS requirements in performing this contract demand that the Contractor's support and the level of expertise, experience, and demonstrated performance of Contractor personnel providing the services shall be at the highest level of providing quality support.

The Contractor shall provide sufficient personnel, both in number and qualification to perform work described herein.

The Contractor shall provide sufficient oversight and supervision of the contract in order to ensure all employees are functioning within their designated labor categories and at acceptable levels of performance, and are performing their designated assignments in a timely manner and that all reporting requirements are honored. The Contractor shall provide a quality assurance

PAGE 11 OF 56 EA-133W-14-RQ-0278

system to ensure the Government receives quality services as specified in the contract. The

Contractor shall also report to the COTR as part of a surveillance program to ensure that work is being performed as stated.

3.6 Documentation

3.6.1 General Requirements

The Contractor shall coordinate with the NWS Labor Relations Specialist on all reports, letters, memoranda, project documentation, and other written material. The contractor shall coordinate with the COTR and ensure that all documents generated in the course of this contract be reviewed and approved by the COTR or his official designee prior to distribution to the Assistant

Administrator, the Deputy Assistant Administrator, and the labor relations strategy team.

Further, all documents that will be distributed outside the NWS shall be reviewed for sensitive and classified information in accordance with the Form DD-254 issued under this contract prior to any distribution of draft or final versions of those documents. All Contractor personnel that have access to proprietary information shall be required to sign and adhere to a non-disclosure agreement.

3.6.2 Document Review

The Contractor shall provide support to the NWS in the writing and/or reviewing of NWS program documentation, such as Memorandum of Understandings (MOU), union responses, etc.

All documents prepared by the Contractor shall be on the behalf of the NWS and the Contractor may not independently publish or distribute any document without prior written permission from the Contracting Officer. The Contractor shall review and provide written comments on the technical accuracy and completeness of each document. No documents, reports, information, etc., may be released to the public or provided to any party other than the NWS and its

Contractors without Security Sensitive Information and classification review in accordance with the Form DD-254 and written approval by the Contracting Officer.

3.7 Reporting Requirements

The Contractor shall provide a monthly status report to the COTR and the Contracting Officer in letter format. The report shall describe the work accomplished during the reporting period, discuss problems encountered and corrective action taken, pending issues and work planned for the next period.

The Contractor shall provide a monthly detailed breakdown of funds expended during the reporting period, including a breakdown of labor hours utilized by the Contractor and any subcontractor, associated labor costs, material costs and other direct costs incurred.

The Contractor shall deliver each monthly report no later than the fifth working day of the month following the reporting period.

PAGE 12 OF 56 EA-133W-14-RQ-0278

3.7.1 Periodic Progress Meetings

The Contractor shall attend progress meetings requested by the contracting activity or contract administration. The Contracting Officer (CO), Contracting Officer’s Technical Representative

(COTR), and other Government personnel, as appropriate, may meet periodically with the

Contractor to review the Contractor's performance. At these meetings the CO, in conjunction with the COTR, will apprise the Contractor of how the Government views the Contractor's performance and the Contractor shall apprise the Government of problems, if any, being experienced. Appropriate corrective action shall be taken to resolve outstanding issues.

3.8 Physical Security

The Contractor shall be responsible for safeguarding all Government equipment, information and property provided for Contractor use if performing in a government facility. At the close of each work period, government facilities, equipment, and materials shall be secured.

3.8.1 Identification of Contractor Employees

All contract personnel attending meetings, answering Government telephones, and working in other situations where their Contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They shall also ensure that all documents or reports produced by Contractors are clearly and visibly marked as Contractor products or that Contractor participation is appropriately disclosed. Per NOAA policy, it is mandatory that employees and

Contractors wear their NOAA badge on their outer garment, above the waist, at all times while in

NOAA facilities.

4.1 Hours of Operation

Under this contract, the Contractor is responsible for conducting business, between the hours of

7:30 a.m. and 4:00 p.m. Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar

Government directed facility closings.

5.0 Place of Performance

The work to be performed under this contract shall be performed at the National Weather Service

Headquarters, Silver Spring, Maryland, 20910. Telework is an available option and requires prior approval from the Government Task Manager.

6.0 Government Furnished Equipment and Services

The Contractor shall use Government cubicle space when conducting interviews with Federal

Employees. Cubicle space is not to include Government furnished telephones or computers. The

Government does not intend on furnishing any other equipment or services.

PAGE 13 OF 56 EA-133W-14-RQ-0278

7.0 Deliverables Schedule

This technical exhibit lists any reports or documentation that is required as a deliverable to include the frequency, number of copies, medium/format and who/where it is to be submitted. A deliverable is anything that can be physically delivered but may include non-physical things such as meeting minutes.

Deliverable Frequency # of Copies Medium/Format Submit To

Project Plan

10 days after award

Paper NWS DAA

NWS Labor

Management

Assessment

Findings Report

10-30 days after conclusion of environmental assessment

Paper and electronic NWS DAA

List of NWS

Labor

Management training activities

1 during period of performance

Paper and electronic

NWS DAA/NWS

Training Director

Executive Level

Briefing for NWS

Labor

Management

1 during period of performance

Paper and electronic NWS DAA

Labor

Management

Implementation

Plan

1 during period of performance

Paper and electronic

NWS DAA and

Labor

Management

Strategy Team

Briefings, brochures, handouts and information materials As needed multiple Various paper and electronic mediums

NWS DAA and

Labor

Management

Strategy Team

Monthly Progress

Report Monthly

2 Paper and electronic

NWS POC and

COTR

PAGE 14 OF 56 EA-133W-14-RQ-0278

SECTION D

PACKAGING AND MARKING

D. 1 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)

(a) The base period of performance of this contract is from June 30, 2014 or the date of award, whichever occurs later, through one (1) year. . If an option is exercised, the period of performance shall be extended through the end of that option period.

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

Period Start Date End Date Option I June 30, 2015 June 29, 2016 (one year) Option II June 30, 2016 June 29, 2017 (one year) Option III June 30, 2017 June 29, 2018 (one year) Option IV June 30, 2018 June 29, 2019 (one year)

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

PAGE 15 OF 56 EA-133W-14-RQ-0278

SECTION E

INSPECTION AND ACCEPTANCE

E. 1 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:

NOAA/Silver Spring Metro Center 1325 East West Highway Silver Spring, MD 20910-3280

PAGE 16 OF 56 EA-133W-14-RQ-0278

SECTION G

CONTRACT ADMINISTRATION DATA

G. 1 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.

G. 2 1352.201-72 CONTRACTING OFFICER´s REPRESENTATIVE (C0R) (APR 2010)

(a) David G. Murray 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:

NOAA/SSMC2

1325 East West Highway Silver Spring, MD 20910 Phone Number: (301) 713-1698 x119 Email: David.Murray@noaa.gov

(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.

PAGE 17 OF 56 EA-133W-14-RQ-0278

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H. 1 1352.209-73 COMPLIANCE WITH THE LAWS (APR 2010)

(Reference 1352.209-73)

H. 2 1352.209-74 ORGANIZATIONAL CONFLICT OF INTEREST (APR 2010)

(Reference 1352.209-74)

H. 3 NOAA/ERAD Clause - Limitation of Funds

PAGE 18 OF 56 EA-133W-14-RQ-0278

NOAA/ERAD LIMITATION OF FUNDS

(a) The parties estimate that performance of this contract will not cost the

Government more than the ceiling amount specified in the Task Order. The

Contractor agrees to use its best efforts to perform the work specified in the

Schedule and all obligations under this contract within the ceiling amount.

(b) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that the costs it expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 85% of the total funded amount so far allotted to the contract by the Government. The notice shall state the additional funds required to continue performance for the period specified in the Schedule.

(c) The Schedule specifies the amount of funds presently available for payment by the Government and allotted to this contract as well as the items covered. The parties contemplate that the Government will allot additional funds incrementally to the contract up to the full estimated cost to the Government specified in the ceiling amount, provided that funds become available. The Contractor agrees to perform work on the contract up to the point at which the total amount paid and payable by the Government under the contract approximates but does not exceed the total amount actually allotted by the Government to the contract.

(d) Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause --

(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract; and

(2) The Contractor is not obligated to continue performance under this contract or otherwise incur costs in excess of the amount then allotted to the contract by the Government

(End of Clause)

PAGE 19 OF 56 EA-133W-14-RQ-0278

SECTION I

CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (NOV 2013)

(Reference 52.202-1)

I. 2 52.203-3 GRATUITIES (APR 1984)

(Reference 52.203-3)

I. 3 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

(Reference 52.203-5)

I. 4 52.203-7 ANTI-KICKBACK PROCEDURES (OCT 2010)

(Reference 52.203-7)

I. 5 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (OCT 2010)

(Reference 52.203-12)

I. 6 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

(Reference 52.204-4)

I. 7 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

(Reference 52.216-31)

I. 8 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JULY 2013)

(Reference 52.204-13)

I. 9 52.232-17 INTEREST (OCT 2010)

(Reference 52.232-17)

I. 10 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

(Reference 52.233-4)

I. 11 52.242-2 PRODUCTION PROGRESS REPORTS (APR 1991)

(Reference 52.242-2)

I. 12 52.242-13 BANKRUPTCY (JUL 1995)

(Reference 52.242-13)

I. 13 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAR 2001)

(Reference 52.242-3)

I. 14 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (SEPT 2013)--ALTERNATE I (AUG 2012)

PAGE 20 OF 56 EA-133W-14-RQ-0278

(a) "Inspection/Acceptance."

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(5)

(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may--

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract;

or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor`s managerial personnel; or

(ii) The conduct of one or more of the Contractor?s employees selected or retained by the Contractor after any of the Contractor?s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor`s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(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 the Contract Disputes Act of 1978, as amended (41 U.S.C.

601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) "Definitions."

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause--

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(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are--

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means--

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor.

It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(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 Manegement), 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) "Payments."

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(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet th e qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor`s established catalog or market price, adjusted to reflect the--

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor--

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor?s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall--

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: Travel

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: None

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially

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greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment--

(A) The original timecards (paper-based or electronic);

(B) The Contractor?s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost--

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor`s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an 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)

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due.

The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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(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.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all…