Attachment J-5 OMS Task Order 1 Program Management PWS Terms and Conditions.pdf

Attachment J-5

U.S. Department of Commerce

Operations, Maintenance, and Sustainment

(OMS) IDIQ

Task Order 1 Program Management

Performance Work Statement (PWS), Terms, and Conditions

National Oceanic and Atmospheric Administration (NOAA)

Acquisition and Grants Office (AGO) Satellite and Information Acquisition Division (SIAD)

SECTION B - SUPPLIES OR SERVICES AND PRICE/COST

B.1 TERMS AND CONDITIONS

All terms and conditions of Operations, Maintenance, and Sustainment (OMS) Indefinite- Delivery Indefinite-Quantity (IDIQ) contract # to be completed at time of award apply to this task order in addition to those included herein.

B.2 CONTRACT TYPE

This is a Firm Fixed Price (FFP) and Time & Material (T&M) hybrid order. Labor CLINs x001 are FFP and Other Direct Cost (ODC) CLINs x002 are T&M. ODC’s consist of training and travel.

B.3 CONTRACT LINE ITEM NUMBER (CLIN) STRUCTURE

BASE PERIOD – January 13, 2021 to January 12, 2022*

CLIN DESCRIPTION TYPE QTY UNIT UNIT PRICE EXTENDED

PRICE

Program Management Services

FFP 12 MO

<to be completed at time of award>

<to be completed at time of award>

0002 Other Direct Costs

(NTE) T&M 1 LOT

<to be completed at time of award>

<to be completed at time of award>

BASE PERIOD TOTAL

<to be completed at time of award>

OPTION PERIOD 1 – January 13, 2022 to January 12, 2023*

Program Management Services

FFP 12 MO

<to be completed at time of award>

<to be completed at time of award>

1002 Other Direct Costs

(NTE) T&M 1 LOT

<to be completed at time of award>

<to be completed at time of award>

OPTON PERIOD 1 TOTAL

<to be completed at time of award>

OPTION PERIOD 2 – January 13, 2023 to January 12, 2024*

Program Management Services

FFP 12 MO

<to be completed at time of award>

<to be completed at time of award>

2002 Other Direct Costs

(NTE) T&M 1 LOT

<to be completed at time of award>

<to be completed at time of award> OPTION PERIOD 2 TOTAL <to be completed at time of award>

OPTION PERIOD 3 – January 13, 2024 to January 12, 2025*

Program Management Services

FFP 12 MO

<to be completed at time of award>

<to be completed at time of award>

3002 Other Direct Costs

(NTE) T&M 1 LOT

<to be completed at time of award>

<to be completed at time of award>

OPTION PERIOD 3 TOTAL

<to be completed at time of award>

OPTION PERIOD 4 – January 13, 2025 to January 12, 2026*

Program Management Services

FFP 12 MO

<to be completed at time of award>

<to be completed at time of award>

4002 Other Direct Costs

(NTE) T&M 1 LOT

<to be completed at time of award>

<to be completed at time of award>

OPTION PERIOD 4 TOTAL

<to be completed at time of award>

TASK ORDER 1 TOTAL VALUE

<to be completed at time of award>

*The dates above are anticipated and may be revised if necessary to reflect the actual task order award date.

B.4 COMMERCE ACQUISITION REGULATION (CAR) 1352.216-77 CEILING

PRICE (APR 2010)

The ceiling price of this contract is to be completed at time of award for the T&M CLINs only.

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)

B.5 NOAA ACQUISITION MANUAL (NAM) 1330-52.232-70 NOAA LIMITATION

OF FUNDS ON TIME AND MATERIALS AND LABOR HOUR CONTRACTS

(MAY 2015)

It is estimated that the total cost to the Government for the performance of this task order shall not exceed the ceiling price of to be completed at time of award for the T&M CLINs only. Funds in the amount of to be completed at time of award are hereby allotted. The balance of this contract’s estimated ceiling will be allotted upon availability of funds through a unilateral modification(s).

Limitation of Funds on Time-and-Materials and Labor-Hour Contracts (MAY 2015)

(a) The parties estimate that performance of this task order will not cost the Government more than the ceiling amount specified in the contract. 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 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 task order up to the full estimated cost to the Government specified in the Schedule, provided that funds become available. The Contractor agrees to perform work on the task order 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 task order.

(c) 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 task order by the Government. The notice shall state the additional funds required to continue performance for the period specified in the Schedule.

(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 task order; and

(2) The Contractor is not obligated to continue performance under this task order or otherwise incur costs in excess of the amount then allotted to the task order by the Government until the Contracting Officer notifies the contractor in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this task order.

(e) Change orders shall not be considered an authorization to exceed the amount allotted by the Government specified in the Schedule, unless they contain a statement increasing the amount allotted.

(f) Nothing in this language shall affect the right of the Government to terminate this task order.

If this task order is terminated, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.

(End of Contract Language)

(END OF SECTION B)

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

The Government requires the services described in attachment #J-1 – Task Order 1 Performance Work Statement (PWS).

(END OF SECTION C)

SECTION D - PACKAGING AND MARKING

No additional packaging or marking requirements apply to this task order.

(END OF SECTION D)

SECTION E - INSPECTION AND ACCEPTANCE

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

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

The places of acceptance will be the places of performance under section F.2 of this task order.

(END OF SECTION E)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CAR 1352.270-70 PERIOD OF PERFORMANCE (APR 2010)*

(a) The base period of performance of this contract is from January 13, 2021 through January 12, 2022. 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 January 13, 2022 January 12, 2023

Option II January 13, 2023 January 12, 2024

Option III January 13, 2024 January 12, 2025

Option IV January 13, 2025 January 12, 2026

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

*The dates above are anticipated and may be revised if necessary to reflect the actual task order award date.

F.2 PLACE OF PERFORMANCE

The places of performance for this task order will be:

NOAA Satellite Operations Facility 4231 Suitland Road Suitland, MD 20746

Office of Satellite Ground Services (OSGS) Goddard Space Flight Center 8800 Greenbelt Road Code 410, Building 6, Room C100 Greenbelt, MD 20771

Office of Satellite Ground Services (OSGS) 1315 East-West Highway, SSMC3, 4th Floor Silver Spring, MD 20910

NOAA Center for Weather and Climate Prediction (NCWCP) 5830 University Research Ct College Park, MD 20740

F.3 NAM 1330-52.215-70 SCHEDULE OF DELIVERABLES (SEPT 2005)

The following is a schedule of all deliverables, including administrative deliverables, required during the period of performance of this task order: See attachment J-1 Appendix A Deliverables.

(END OF SECTION F)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CAR 1352.201-72 TASK ORDER CONTRACTING OFFICER’S

REPRESENTATIVE (COR) (APR 2010)

(a) To be designated at time of award is hereby designated as the Task Order Contracting Officer's Representative (TO COR). The TO COR may be changed at any time by the Government without prior notice to the contractor by a unilateral modification to the contract.

The TO COR is located at:

Address: NOAA Satellite Operations Facility (NSOF) 4231 Suitland Road Suitland, MD 20746

Phone Number:

Email:

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

(1) The TO COR is responsible for the technical aspects of the contract and serves as technical liaison with the contractor. The TO 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 TO 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 TO 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 TO COR(s) to act for the TO COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor.

(3) The TO COR does not have authority to alter the Contractor’s obligations or to change the task order specifications, price, terms, or conditions. If, as a result of technical discussions, it is desirable to modify task order obligations or the specification, changes will be issued in writing and signed by the CO.

G.2 NAM 1330-52.242-70 SUBMITTAL OF INVOICES (FEB 2011)

The Contractor shall prepare and submit an invoice to the TO COR for approval, and copy the following individuals as follows:

Contracting Officer: To be filled in at time of award Contract Specialist(s): To be filled in at time of award IDIQ Contracting Officer Representative (COR): To be filled in at time of award

All invoices shall be submitted by the 10th day of the subsequent month.

To constitute a proper invoice, the contractor’s invoice shall be prepared in accordance with, and contain all elements specified in, the paragraph titled, “Contractor’s Invoice,” of the applicable prompt payment provision of the contract (e.g., FAR 52.232-25, Prompt Payment; FAR 52.232- 26, Prompt Payment for Fixed-Price Architect Engineer Contracts; or FAR 52.232-27, Prompt Payment for Construction Contracts). For contracts and orders for commercial items and services, paragraph (g) of FAR 52.212-4, titled, “Invoices,” applies. If the invoice does not comply with the applicable prompt payment provision of the contract, the TO COR will return it to the contractor within seven days after the date the designated office received the invoice along with a statement as to the reasons why it is not a proper invoice.

(END OF SECTION G)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CAR 1352.237-75 KEY PERSONNEL (APR 2010)

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

(Name - to be completed at time of award) (Program Manager) (Name - to be completed at time of award) (O&M Security Lead Liaison) (Name - to be completed at time of award) (Sustainment Security Liaison)

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

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

H.2 POST AWARD CONFERENCE

The Contractor shall participate in a post award conference to be held within ten (10) business days after award of the IDIQ contract. The purpose of the post award conference is to aid both the Contractor and the Government in achieving a clear and mutual understanding of all IDIQ and task order requirements and identify and resolve potential problems (See FAR Subpart 42.5, Post-award Orientation).

The Contracting Officer is responsible for establishing the time and place of the conference and will notify the appropriate Government representatives and the Contractors. The conference will be conducted at a location within the Washington, D.C. commuting area at the Government’s discretion.

(END OF SECTION H)

SECTION I - CONTRACT CLAUSES

I.1 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 six (6) months. The Contracting Officer may exercise the option by written notice to the Contractor before the contract expires.

*Inclusion of FAR clause 52.217-8, Option to Extend Services, in the order is for use by the Government as outlined at FAR 37.111, Extension of Services. The option will be exercised as needed at any time during the life of the order using the rates applicable at the time of exercise.

I.2 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 anytime within the current performance period of the contract; 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 5 years, 6 months.

(END OF SECTION I)

SECTION J - ATTACHMENTS

Task Order 1 Performance Work Statement

(END OF SECTION J)

U.S. Department of Commerce