12-3198-25-R-0002.pdf

Solicitation Number: 12-3198-25-R-0002

Microsimulation modeling and analytical support services

This is a combined synopsis/solicitation for commercial services prepared in accordance with the format in FAR 12.3 as supplemented with additional information included in this notice. The incorporated provisions and clauses are those in effect through Federal Acquisition Circular

(FAC) 2025-04.

THIS ANNOUNCEMENT CONSTITUTES THE ONLY SOLICITATION AND A SEPARATE

SOLICITATION WILL NOT BE ISSUED. The solicitation number for this acquisition is 12-

3198-25-R-0002 and is being issued as a Request for Proposal (RFP). The NAICS Code for this solicitation is 541611. The Small Business Size Standard is $24.5M. The requirement will be awarded as an Indefinite Delivery/Indefinite Quantity (IDIQ) Contract Type with Hybrid Task

Order Contract Types to include the following: firm-fixed price (FFP), time and materials

(T&M), or Labor Hour (LH). This requirement will be an Unrestricted Set-aside (Full and Open competition). Prospective Offerors are responsible for downloading the solicitation and any amendments from SAM.gov. The Government reserves the right to award a contract(s) without discussions if the Contracting Officer determines that the initial offer is providing the best value to the Government and discussions are not necessary.

PART A - Continuation of SF-1449

A1. Brief Description of Services

The Food and Nutrition Service (FNS) of the U.S. Department of Agriculture (USDA) works to increase food security and reduce hunger through the administration of 16 Federal nutrition assistance programs, including the Supplemental Nutrition Assistance Program (SNAP). SNAP is the largest FNS nutrition assistance program. It provides food benefits to low-income families to supplement their grocery budget so they can afford the nutritious food essential to health and well-being. As part of its responsibility for administering SNAP, FNS relies heavily on microsimulation models and other analyses to estimate the impact of economic changes and program reforms on SNAP participation and costs. These simulations are used extensively during preparation of the President’s budget submission, analysis of regulatory impacts, and in response to Congressionally proposed statutory changes.

The Evidence, Analysis, and Regulatory Affairs Office (EAR) within FNS is responsible for conducting these program analyses and assessments that inform policymaking and management of SNAP and all other federal nutrition assistance programs. FNS-EAR has a need to obtain technical and statistical support services to assist with evaluating the benefit cost and distributional impacts of proposed changes to SNAP.

FNS intends to enter into a single Indefinite Delivery, Indefinite Quantity ( IDIQ) task order-oriented contract to obtain technical and statistical support services. The IDIQ will consist of hybrid Task Order (TOs). The IDIQ shall have a Base Period of five (5) years.

As the need for services covered by the contract arises, the Government will issue individual

TOs to the Offeror(s) with all the necessary documentation of project requirements, under cover of a written request for proposal to perform the required services.

A2. NAICS Code and Size Standard

a. The North American Industry Classification System (NAICS) code for this acquisition is

541611: Administrative Management and General Management Consulting Services

b. The small business size standard is $24.5 million

A3. Maximum Total Contract Amount

The Government guarantees issuance of the first awarded TOs as the minimum order for the life of the contract. The total cumulative amount payable under the contract will not exceed

$12,000,000.00 for services and materials furnished to the Government under such Task Orders as may be issued by the Government. This is the maximum ceiling amount allowed under the contract, and it is not intended to imply that it is an estimate of the total services that will be required.

This is an IDIQ contract, and the combined quantities and lot amounts listed in the Pricing

Schedule of Items indicate the most that FNS reasonably expects to use under the contract, with the sum of the amounts used to determine the Not-to-Exceed (NTE) amount of the awarded contract.

A.4 Accounting and Appropriation Data

Funding is to be provided for the Guaranteed Minimum for FY25 with the issuance of the first awarded TO. See TO accounting and Appropriation data.

A5. Pricing Schedule and CLIN Structure

Contract Line Item (CLIN) pricing schedule for the Base Period is in Attachment 9a- Pricing

Schedule and Attachment 9b-Deliverable Schedule. The prices listed in the pricing schedules are completed as part of an Offeror’s price proposal and used to evaluate an Offeror’s proposal as stated in Section E of the solicitation.

A.6 Payment of Postage and Fees

All postage and fees related to distribution of deliverables including forms, reports, etc., shall be paid by the Contractor.

PART B – The Schedule

B.1 FAR 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial

Services (Jan 2025)

B.2 Period of Performance

The Base Period of Performance of the contract shall begin on September 01, 2025, and shall not extend beyond August 31, 2030 .

B.3 Place of Performance

The services to be performed under the contract shall be accomplished at the Contractor's facilities with the noted exceptions of the Post-Award Conference/Kick-Off Meeting, and any exceptions as specified in the contract requirements or as requested by the Contracting Officer

(CO).

B.4 Post-Award Conference

A Post-award Conference/Kick-off Meeting will be held with the successful Awardee. The conference will be scheduled within five (5) days after the official award of the contract. The successful Awardee(s) will be notified of the date and time that will be mutually agreed upon.

The purpose of the conference is to acquaint the Contractor with the Government policies and procedures to be observed during the work and to develop a mutual understanding relative to the administration of the contract. The Post-award Conference will be virtual.

To ensure a smooth and orderly start-up of the contract, it is essential that Key Personnel specified in the Contractor's award be available to attend the Post-award Conference.

B.5 Travel

Travel is expected to be minimal under the contract and with approval of the Contracting Officer

(CO) approval.

The Government will not pay for travel unless specifically authorized in the TO or the contract requirements. Reimbursement shall not exceed the rates and expenses allowed by the Federal

Travel Regulation (FTR) which is available at http://www.gsa.gov/ftr. The Contractor will be reimbursed by the Government for actual travel which includes transportation, lodging, meals

(per diem expenses) that are incurred by Contractor personnel specifically authorized to travel for contract purposes by the CO. Reimbursement shall not exceed the rates and expenses allowed by Government travel regulations to a Government employee traveling under identical circumstances and will not exceed maximum limits authorized in the TO. Travel and per diem payments are intended as reimbursement to the Contractor employees and are not subject to profit, deduction, or set-aside by the Contractor.

B.6 Federal Holidays

A. The Government hereby provides “NOTICE”, and the Contractor hereby acknowledges

“RECEIPT” that Government personnel observe the listed days as holidays:

(1) New Year's Day (7) Labor Day

(2) Birthday of Martin Luther King, Jr. (8) Columbus Day http://www.gsa.gov/ftr

(3) Washington’s Birthday (9) Veterans Day

(4) Memorial Day (10) Thanksgiving Day

(5) Juneteenth National Independence Day (11) Christmas Day

(6) Independence Day

B. In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

(3) Any other day designated by the President’s Proclamation

C. When any such day falls on a Saturday, the following Monday is observed. Except for designated around-the-clock or emergency operations, Contractor personnel will not be able to perform on-site under the contract on holidays set forth above. The Contractor will not charge any holiday as direct charge to the contract. In the event Contractor personnel work during a holiday observed by the Contractor other than those above, no form of holiday or other premium compensation will be reimbursed as either a direct or indirect cost. The provision does not preclude reimbursement for authorized overtime work if applicable to the contract.

D. The Government reserves the right to close the facilities due to weather conditions, safety, health, or medical emergencies as necessary. The Contractor personnel may be required to remain on duty to maintain the facility in the event of adverse weather conditions or emergencies. During these times, the Contractor program manager, or designee, must be available (on-site or by cell phone and email) to address FNS operational shutdowns or emergencies. Contractor personnel should refer to the

Contracting Officer Representative (COR) for early dismissal and closure procedures.

E. It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation, except as set forth within the contract.

F. Nothing in the clause abrogates the rights and responsibilities of the parties relating to stop work provisions as cited in other sections of the contract.

G. The Contractor shall perform work in a manner that does not interfere with normal occurrence of Government business.

B.7 Contract Administration

Contracting Officer (CO)

The Contracting Officer is the only person with authority to act as agent of the Government under the contract. Only the Contracting Officer has authority to:

i) direct or negotiate any changes in a Task Order or contract;

ii) issuing, modifying, or terminating any terms of the contract or any issued TO;

iii) change the delivery schedule;

iv) appointing any Contracting Officer Representative (COR) in writing for the contract or any issued TO;

v) authorize reimbursement to the Contractor any costs incurred during the performance of the contract;

vi) executing final compliance and closeout for the contract or any issued TO;

vii) receiving and providing final approval for processing payments under any TO;

viii) authorize reimbursement to the Contractor any costs incurred during the performance of the contract; or

ix) otherwise change any terms and conditions of the contract.

Contracting Officer (CO):

Monifa Coleman

Branch Chief/Contracting Officer

Email: Monifa.Coleman@usda.gov

Contract Specialist (CS):

Carol.Evans@usda.gov

Contract Specialist/Contracting Officer

Email: Carol.Evans@usda.gov

All requests for information on matters related to the contract, shall be submitted in writing via email to the CO/CS.

Contracting Officer Representative (COR)

The COR will represent the Government for the purpose of the contract: (To Be Identified Upon

Contract Award). The COR is responsible for:

i) monitoring the Contractor's technical progress, including the surveillance and assessment of performance and recommending to the CO changes in requirements;

ii) interpreting the PWS and any other technical performance requirements;

iii) performing technical evaluation as required;

iv) performing technical inspections and acceptances required by the contract; and

v) assisting in the resolution of technical problems encountered during performance.

Performance of the work under the contract shall be subject to the technical direction of the COR identified in the contract, or a representative designated in writing. All questions regarding changes to the scope of work shall be directed to the CO or CS. The term "technical direction" includes, without limitation, direction to the Contractor that directs or redirects the labor effort and shifts the work between work areas or locations to ensure that tasks outlined in the work mailto:Monifa.Coleman@usda.gov mailto:Carol.Evans@usda.gov statement are accomplished satisfactorily. Technical direction must be within the scope of the specifications PWS.

The COR does not have the authority to issue any technical direction that:

i) Constitutes a change of assignment of additional work outside the PWS;

ii) Constitutes a change as defined in the contract clause entitled "Changes”;

iii) In any manner causes an increase or decrease in the total contract price, or the time required for contract performance;

iv) Changes any of the terms, conditions, or specification(s)/work statement of the contract.

v) Interferes with the Contractor’s right to perform under the terms and conditions of the contract; or

vi) Directs, supervises or otherwise controls the actions of the Contractor’s

Employees.

Technical directions may be communicated orally or in writing. The COR shall confirm oral direction in writing within two (2) workdays, with a copy to the CO/CS.

The Contractor shall proceed promptly with the performance resulting from the technical directions issued by the COR. If, in the opinion of the Contractor, any direction of the COR, or his/her designee, falls within the limitations in the above terms, the Contractor shall immediately notify the CO/CS no later than the beginning of the next Government workday.

Failure of the Contractor and the CO to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

The type of actions within the purview of the COR’s authority is to assure that the Contractor performs the technical requirements of the contract, and to notify both the Contractor and the

CO/CS of any deficiencies observed.

B.8 Task Order (TO) Process and Procedures

Ordering services under the contract shall be accomplished by the issuance of written TOs specifying the types of services being ordered. The only office authorized to process TOs is the

Contracts Management Division (CMD) of the FNS, through the CO. All TOs issued hereunder are subject to the terms and conditions of the contract. The contract shall control in the event of conflict with any TO. All work, under the IDIQ portion of the contract, shall be initiated by the issuance of fully executed TOs issued by the CO. The work to be performed under these orders must be within the scope of the contract. The Government is only liable for labor hours and costs expended under the terms and conditions of the contract, to the extent that a fully executed

TO has been issued and covers the required work and costs. Charges for any work not authorized shall be disallowed.

The general process for individual TOs is as follows:

a) The FNS will prepare a TO PWS. The PWS will include, at a minimum, the following elements:

i. Description of work in terms of the purpose or objectives of the work and location to be performed;

ii. Description of how the work performance is assessed relative to objectives, goals, and outcomes;

iii. Period and place of performance;

iv. Reporting requirements and deliverables;

v. Whether the order will be fixed price, labor hour, time and material or a hybrid type TO.

b) Request for Task Order Proposals (RFTOPs) shall only be issued by the CO.

For each TO under the contract, the Contracting Office will send a request for proposal to the Contractor. The request will contain a detailed description of the tasks to be accomplished, a schedule for completion of the

TO, and deliverables to be provided by the Contractor. The Contractor shall prepare and submit a TO proposal addressing all areas of the requirement.

The Contractor shall submit the TO proposal within the time specified in the

RFTOP and adhere to the ceiling rates established in the contract. Other direct costs shall be clearly identified, explained, and substantiated. Travel rates/expenses will be limited to those costs authorized by the FTR in effect at the time of TO negotiations. Trips more than the approved number set forth in each TO will be at the Contractor’s expense.

The Contractor shall identify the estimated travel requirements by number, purpose and duration (inclusive of travel days in/out) with the submission of each proposed TO. No separate payment will be made to the Contractor for the cost to prepare, submit and/or negotiate a TO proposal. The Government will evaluate TO proposals as specified in the individual RFTOP on a best value basis.

c) After any necessary negotiations, the Contractor shall submit a final proposal.

d) TOs will be considered fully executed upon signature of the CO. The

Contractor shall begin work on the TO in accordance with the effective date of the order.

e) The Contractor shall notify the CO of any instructions or guidance given that may impact the cost, schedule or deliverables of the TO. A formal modification to the TO must be issued by the CO before any changes can be made.

f) TOs may be placed during the period of performance of the contract. Labor rates applicable to hours expended in performance of an order shall be the contract rates that are in effect at the time the TO is issued.

B.9 Inspection and Acceptance

1) Inspections by the Government: The Government will inspect and make acceptance decisions for all materials, documents, and services provided under the contract, where applicable. The

FNS COR is the authorized representative of the CO. The COR will monitor the Contractor’s performance, evaluate the quality of services and perform the final inspection and acceptance of all deliverables, where applicable.

The Government will review and verify all deliverables, invoices, and reports associated with the contract requirements or subsequent TOs issued under the contract, to ensure that the Contractor has fulfilled the requirements/standards, as stated in the contract and any associated TO. All deliverables, invoices, and reports will be inspected for content, completeness, accuracy, and conformance to the requirements (including any applicable standards). All deliverables, invoices, and reports will be accepted, if they are completed in accordance with the contract specifications, schedules, or other acceptance criteria, as outlined in the contract and/or individual TOs. The following review procedures will be as follows:

a. The Government will perform an initial review of the deliverables, invoices, and reports, if problems are encountered during the review; the Contractor must correct them as stated in accordance with the PWS.

b. If necessary, a meeting and/or telephone conference may be convened to resolve any differences. The Contractor shall make all required changes to achieve an acceptable deliverable

(i.e., invoices, reports).

c. When the review of a deliverable, invoice or report results in necessary changes, the

Contractor will in accordance with the contract and/or TO schedule, correct the deliverable, invoice or report as indicated by the Government. It will then be the responsibility of the

Contractor to properly and consistently incorporate the comments into the final deliverable, invoice and/or report.

d. These procedures shall not be construed to constitute a waiver on the part of the Government of its rights under FAR 52.212-4(m) Termination for Cause nor of any other rights or remedies provided by law or under the contract.

e. The Government has authority to make minor adjustments to Contractor's submitted invoices to expedite payment due to the current agency procedure.

To constitute a proper invoice, the invoice must include the following:

i. Name and address of the Contractor

ii. Invoice date and invoice number

iii. Contract number and task order number

iv. Contract Line-Item Number (CLIN), description, quantity, unit of measure, unit price and extended price of services performed

v. Shipping and payment terms

vi. Name, title, phone number, and mailing address of person to notify in the event of a defective invoice

Each invoice MUST be certified by the Contractor as being true, complete, accurate and due for payment. The following invoice certification statement shall be on each invoice:

Invoice Certification

I certify under penalty of perjury that the foregoing is true and correct. (Title 28 USC § 1746).

I also understand that making or using any materially false, fictitious or fraudulent statement or representation; or making or using any false writing or document knowing the same to contain any materially false, fictitious, or fraudulent statement or entry may subject me to criminal prosecution under Title 18 USC § 1001.

Signature ___________________________________

Executed on ___________________________________

(Authorized Official) (Date)

2) Formal Acceptance by the Government: Formal acceptance of the performance of work is made by the Government’s approving and accepting authority acknowledging such acceptance by a signature approval on the invoicing documents submitted for payment. No payment shall be made under this contract on any services without acceptance being made by the Government.

3) Inspections by the Contractor: The Contractor is responsible for the day-to-day inspection and monitoring of all work performed to ensure compliance with contract requirements. The

Contractor shall ensure that the required services outlined in Attachment 10-Performance Work

Statement (PWS) and elsewhere in the contract, meet the quality standards as outlined. All work performed under the contract shall be of the highest quality, consistent with best industry practices, to assure timely protection of services, optimum agency. The results of inspections conducted by the Contractor shall be documented on inspection reports and made available to the

CO/CS and COR, as required.

4) Corrective Actions: The Contractor shall correct all deficiencies, as defined in the contract, from the date of the Government's notification. If all deficiencies have not been corrected, the

Government may reduce submitted invoice(s) or terminate the contract in whole, or in part, for cause, in accordance with procedures outlined in FAR 52.212-4(m) Termination for Cause.

B.10 Contractor Performance Evaluation(s)

In accordance with the Federal Acquisition Regulation (FAR) 42.15 Contractor Performance

Information, FNS will complete annual and final Contractor Performance Evaluations. Annual evaluations will be prepared annually from the date of the contract. Additional interim performance evaluations may be prepared at the CO’s discretion, as necessary. Final performance evaluations will be completed upon contract expiration.

FNS will utilize the Contractor Performance Assessment Reporting System (CPARS) to execute annual and final Contractor performance evaluations. CPARS is a secure Internet website located at https://www.cpars.gov/cparsweb/home . FNS will register the Contractor in CPARS upon receipt of the name and email address of two (2) individuals who will be responsible for serving as the Contractor’s primary and alternate CPARS contacts. Once FNS registers the Contractor in

CPARS, the Contractor will receive an automated CPARS email message which contains User

IDs and instructions for creating a password.

Once a performance evaluation is issued, the Contractor’s primary and alternate CPARS contact will receive an email instructing them to logon to CPARS to review the performance evaluation.

The Contractor has 60 days from the date of performance evaluation issuance in which to review the evaluation. If the Contractor agrees with the performance evaluation outcome, the evaluation becomes final. Should the Contractor disagree with the performance evaluation outcome, rebuttal comments must be submitted via the CPARS within 14 days from date the evaluation was issued by FNS. Any disagreement between the CO and the Contractor will be referred to a Contracting

Official one level above the CO, whose decision will be final. Contractors may obtain CPARS training material and register for on-line training at https://www.cpars.gov/cparsweb/home. There is no fee for registration or use of the CPARS.

B.11 Contract Closeout

When applicable, it is the intent of the CO to perform contract closeout procedures on the contract as well as TOs that are issued. The Contractor agrees to perform any functions necessary to support the process in a timely manner. Contract closeout will occur, as soon as possible, after completion and acceptance of contract and TO(s) performance.

B.12 Packing, Packaging, and Marking

All items to be delivered to any recipient agency shall be marked in accordance with the contract requirements and other applicable guidelines along with the use of best commercial practices to meet the requirements to ensure safe delivery .

B.13 Reports and Deliverables

Satisfactory performance of the final contract shall be deemed to occur upon performance of the work described in the Attachment 10 - Performance Work Statement (PWS) of the contract and upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, of the items in accordance with the stated delivery schedule described in the PWS of the contract.

Reporting Requirements, Data Management, Required Documents and Reports: The Contractor shall prepare and deliver all reports and documents to the CO and COR as specified in the contract. Unless specified otherwise herein, all reports shall be delivered electronically in spreadsheet or database format by email. The Contractor's reports shall be complete, accurate and prepared in a professional manner. Reports delivered by the Contractor(s) shall become a part of the FNS’s official records and subject to review by regulatory authorities and the general public. Unless otherwise specified herein, the format for all reports shall be subject to the approval of the CO and COR.

Ownership and Security of Data and Documents: All FNS and Contractor collected, maintained, and delivered data files, reports, logs or other documents developed relative to contractual operations are the sole property of the FNS and shall not be released or given to other parties in any form without the prior written consent of the CO. The Contractor(s) shall take all measures necessary to secure and safely protect all hardware, software, data and documents from theft, destruction, and unauthorized access. The Contractor shall report any information security or privacy incidents/violations to CO and COR immediately when such incidents/violations occur.

Additionally, to the above reports, the Contractor(s) may be requested by the COR or CO to provide special reports on an as needed basis.

508 Reporting Requirements: All reports required herein shall be submitted in electronic format. All electronic reports submitted shall be compliant with Section 508 of the

Rehabilitation Act of 1973.

The Contractor’s products and services shall comply with all applicable provisions of the standards issued by the Architectural and Transportation Barriers Compliance Board (Access

Board) ( https://www.access-board.gov/ict/) to ensure the accessible use of Federal electronic and information technology.

B.14 Invoice Process

Submission of Invoices:

(a) USDA and the Invoice Processing Platform (IPP) – http://www.ipp.gov/Contractors/index.htm. The benefits of registering with IPP include the ability for your company to create invoices directly from a contract award and submit electronically. The IPP Customer Support Desk is available to assist users

Monday through Friday (excluding bank holidays) from 8:00AM - 6:00PM ET, including answering any questions related to accessing IPP or completing the registration process.

The toll-free number is 866-973-3131 or email: IPPCustomerSupport@fms.treas.gov.

(b) Invoices shall be submitted in accordance with the “Authorized Payment

Schedule” for each contract/task/order. The contractor shall submit a monthly progress update at a monthly interval with the monthly progress invoice throughout the life of the project. The submission of an acceptable progress update to the Government is a condition precedent to processing of the Contractor’s pay request for the monthly invoice.

To constitute a proper invoice, the invoice must include the following information and/or file:///C:/Users/Monifa.Coleman/AppData/Local/Temp/MicrosoftEdgeDownloads/18b4fe76-2cda-41a0-9337-f398370e3d0f/(%20https:/www.access-board.gov/ict/ file:///C:/Users/Monifa.Coleman/AppData/Local/Temp/MicrosoftEdgeDownloads/18b4fe76-2cda-41a0-9337-f398370e3d0f/(%20https:/www.access-board.gov/ict/ attached documentation:

1. Name and address of the business concern;

2. Invoice number and invoice date;

3. Contract number, Delivery Order number, Purchase Order number, Task Order number, or other authorization for delivery of property or services actually delivered or rendered;

4. Description, unit price, extended price, and quantity of property and services actually delivered or rendered with supporting documentation (i.e. travel receipts, etc.).

5. Shipping and payment terms;

6. Name, title, phone number, and complete mailing address of responsible official to whom payment is to be sent;

7. A certification statement saying that the funds have only been used for work for this contract;

8. Name, title, phone number, and mailing address of person to notify in the event of a defective invoice;

9. Taxpayer Identification Number (TIN); and

10. Vendors MUST note FINAL INVOICE on the final invoice when submitted upon final delivery of all supplies/equipment or completion of the contract.

B.15 Marking Instructions for Reports

All deliverables required under the contract shall be packaged, marked, and/or shipped/electronically in accordance with Government specifications. At a minimum, all deliverables shall be marked with the Contract Number, Task Order Number and

Contractor’s name, unless specified elsewhere in the contract or issued TO.

B.16 Terminations

The Government may modify or terminate the contract or any TO upon written notice from the

CO. Upon termination, the Contractor shall deliver to the Government all documents, invoices and/or reports, deliverables or commodities provided to the Contractor as of the date of the termination. Reference FAR Clause 52.212-4(l) Termination for the Government’s Convenience and 52.212-4(m) Termination for Cause.

B.17 Special Contract Requirements

1) Safeguarding Information: The Contractor shall protect from unauthorized disclosure of any materials, deliverables, invoice and/or reports, and submittals, etc. or any information made available by the Government or that the Contractor has access to by virtue of the provisions of the contract, that are not intended for public disclosure. It is understood that disclosures of any information relating to the work or services outlined in the contract or TOs will not be provided to any persons not entitled to receive it. Failure to safeguard any information that may come to the

Contractor or any person under the Contractor's control in connection with the work under the contract, may subject the Contractor, the Contractor's agents or employees to criminal liabilities as outlined elsewhere in the contract. .

2) News Releases: The Contractor shall NOT release information (e.g., news releases) in connection with the contract unless prior written approval has been received from the CO.

3) Acceptability of Personnel: The Government reserves the right to accept or reject personnel based on individual resumes and contract requirements. Further, the Government reserves the right to review the resume of any proposed individual for work under the contract, to include any subcontractor personnel and consultants. Key personnel assigned to work on the contract must be acceptable to the Government in terms of capabilities and professional qualifications.

Individuals proposed as key personnel and accepted for the contract are expected to remain dedicated to the contract. If the continued assignment to the contract of any key personnel in the

Contractor's organization be deemed by the Government to conflict with the interests of the

Government, the Contractor shall be required to remove that person from the assignment and replace with an acceptably qualified individual. Key personnel must be employees of the

Contractor's company. Subcontractors or consultants will NOT be acceptable as key personnel.

Key personnel must be available as necessary to manage contract performance. Personnel other than key personnel are considered support personnel.

4) Substitution of Key Personnel: During the first twelve (12) months of performance of the contract, the Contractor shall NOT make substitutions of key personnel unless the substitution is necessitated by illness, death or termination of employment. The Contractor shall notify the CO within fifteen (15) calendar days after the occurrence of any of these events.

After the initial twelve (12) month period, the Contractor shall submit the information required by the CO at least sixty (60) days prior to making any permanent substitutions. All requests for approval of any substitutions in key personnel, must be in writing, and provide an explanation of the circumstances for the proposed substitute and other information as requested by the CO.

The COR will evaluate such requests and promptly notify the CO of the findings. In addition, the CO shall approve all appointments of key personnel, and no substitutions of such personnel shall be made without the advance written approval of the CO. The information shall include the following:

a) The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, thorough resumes for the proposed substitutes and any additional information requested by the CO.

b) The proposed substitutions should have comparable or better qualifications to those of the person(s) being replaced.

c) The CO will notify the Contractor within fifteen (15) calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel, if applicable.

5) Employee Standards: The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct and integrity and shall be responsible for taking such disciplinary action with respect to employees as may be necessary.

6) Wage Determination: The Contractor(s) shall be expected to utilize the official wage determination received from the Department of Labor (DOL) for the employees who are covered by the Service Contract Act. See FAR 52.222-41 and FAR 52.222-49. The DOL has established a web site to obtain wage determinations by locality and is available online at:

https://sam.gov/wage-determinations. Upon award of the contract, the CO will request the official wage determinations. The official wage determination will be incorporated into the contract by formal modification. Please submit with the proposal a complete listing of service employees that will be employed under the contract.

7) Training: The Contractor shall provide fully trained and experienced technical and key personnel as required by the performance of work under the contract. The Contractor at the

Contractor's expense shall perform training of Contractor personnel. Any training at

Government's expense for Contractor employees will NOT be authorized.

8) Supervision of Personnel: The Contractor's personnel are employees of the Contractor and under the administrative control and supervision of the Contractor. The Contractor, through its personnel, shall perform the requirements of the contract and all Task Orders issued. The

Contractor shall select, supervise, and exercise control and direction over its employees under the contract. The Contractor shall not supervise, direct or control the activities of Government personnel (FNS), other Government personnel, or the employees of other Contractors.

9) No Personal Services: As stated elsewhere, no personal services shall be performed under the contract. The Government will not directly supervise Contractor employees.

10) Government Furnished Property/Material: Government Furnished Property (GFP) includes

Government Furnished Material (GFM), Government Furnished Information (GFI), and

Government Furnished Equipment (GFE) and may be provided to support individual TO s as identified in each TO.

11) Privity of Contract: The Contractor is the Prime Contractor for the life of the contract and is responsible for all actions of its subcontractors, teaming arrangement, if any. The Contractor shall provide a single point of contact that will function as a primary interface for all contractual matters arising from the contract.

PART C - Contract Terms and Conditions

C1. FAR Clauses Incorporated by Reference

52.252-2 Clauses Incorporated by Reference (Feb 1998)

The contract incorporates clauses by reference, with the same force and effect as if they were given in full text. Upon request, the CO will make the full text available. Also, the full text of a clause may be accessed electronically at the address: www.acquisition.gov .

http://www.acquisition.gov/

FAR Clause No.

Title Date

52.202-1 Definitions (Jun 2020) 52.203-3 Gratuities (Apr 1984) 52.203-5 Covenant Against Contingent Fees (May 2014) 52.203-7 Anti-Kickback Procedures. (Jun 2020) 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity.

(May 2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (May 2014) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Jun 2020)

52.203-16 Preventing Personal Conflicts of Interest (Jun 2020)

52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011)

52.204-13 System for Award Management Maintenance (Oct 2018)

52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020)

52.204-19 Incorporation by Reference of Representations and Certifications. (Dec 2014)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021)

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment

(Nov 2021)

52.204-26 Covered Telecommunications Equipment or Services--Representation (Oct 2020)

52.212-4 Contract Terms and Conditions—Commercial Products and

Commercial Services.

(Nov 2023)

52.215-2 Audit and Records – Negotiation (Jun 2020)

52.215-19 Notification of Ownership Changes (Oct 1997)

52.216-4 Economic Price Adjustment – Labor and Material (Jan 2017)

52.222-1 Notice to the Government of Labor Disputes (Feb 1997)

52.222-4 Contract Work Hours and Safety Standards Act – Overtime

Compensation

(May 2018)

52.222-41 Service Contract Labor Standards (Aug 2018)

52.222-49 Service Contract Labor Standards-Place of Performance Unknown (May 2014)

52.222-54 Employment Eligibility Verification (May 2022) 52.223-2 Affirmative Procurement of Biobased Products Under Service and

Construction Contracts

(May 2024)

52.224-1 Privacy Act Notification (Apr 1984)

52.224-2 Privacy Act (Apr 1984)

52.226-7 Drug-Free Workplace (May 2024)

52.227-1 Authorization and Consent (Jun 2020)

52.227-14 Rights In Data- General (May 2014)

52.228-5 Insurance-Work on a Government Installation (Jan 1997)

52.229-3 Federal State, and Local Taxes (Feb 2013)

52.232-1 Payments (Apr 1984)

52.232-7 Payments under Time-and-Materials and Labor Hour Contracts (Nov 2021)

52.232-8 Discounts for Prompt Payment (Feb 2002)

52.232-9 Limitation on Withholding of Payment (Apr 1984)

52.232-11 Extras (Apr 1984)

52.232-18 Availability of Funds (Apr 1984)

52.232-23 Assignment of Claims (May 2014)

52.233-1 Disputes Alt I (Dec 1991)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

52.237-2 Protection of Government Buildings, Equipment, and Vegetation (Apr 1984)

52.237-3 Continuity of Services (Jan 1991)

52.242-5 Payments to Small Business Subcontractors (Jan 2017)

52.242-13 Bankruptcy (Jul 1995) 52.242-15 Stop-Work Order Alt I (Apr 1984) 52.242-17 Government Delay of Work (Apr 1984) 52.243-1 Changes-Fixed Price (Aug 1987) 52.243-2 Changes-Cost Reimbursement Alt I (Aug 1987) 52.243-3 Changes-Time and Materials or Labor Hours (Sep 2000) 52.244-2 Subcontracts (Jun 2020) 52.244-6 Subcontracts for Commercial Products and Commercial Services (Jan 2025) 52.245-1 Government Property (Sep 2021) 52.245-9 Use and Charges (Apr 2012) 52.246-3 Inspection of Supplies-Cost Reimbursement (May 2001) 52.246-5 Inspection of Services-Cost Reimbursement (Apr 1984) 52.246-6 Inspection-Time-and-Material and Labor-Hour (May 2001) 52.249-4 Termination for Convenience of the Government (Services) (Short

Form) (Apr 1984)

52.249-6 Termination Cost Reimbursement (May 2004) 52.253-1 Computer Generated Forms (Jan 1991)

C2. FAR Clauses Incorporated in Full Text

FAR 52.211-11 Liquidated Damages-Supplies, Services, or Research and Development

(Sept 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in the contract, the Contractor shall, in place of actual damages, pay to the

Government liquidated damages of $200.00 per calendar day of delay.

(b) If the Government terminates the contract in whole or in part under the Termination for

Cause clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Termination for Cause clause in the contract.

FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or

Executive Orders—Commercial Products and Commercial Services (Jan 2025)

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 products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-

91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov

2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar

2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-

77 and 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 products and commercial services:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun

2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov

2021) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C.

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract

Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (6) [Reserved].

https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.232-40#FAR_52_232_40 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section3801&num=0&edition=prelim https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section4655&num=0&edition=prelim https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.203-17#FAR_52_203_17 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section4712&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section4712&num=0&edition=prelim https://www.acquisition.gov/far/3.900#FAR_3_900 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim

_X_ (7) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (9) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section

102 of Division R of Pub. L. 117-328).

__ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply

Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec

2023) ( Pub. L. 115–390, title II).

__ (11) (i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—

Prohibition. (Dec 2023) ( Pub. L. 115–390, title II).

__ (ii) Alternate I (Dec 2023) of 52.204-30.

_X_ (12) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (Nov

2021) ( 31 U.S.C. 6101 note).

_X_ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (Oct 2018) ( 41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022)

( 15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (Oct 2022) (if the Offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (17) [Reserved]

__ (18) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (19) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov

2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

_X_ (20) 52.219-8, Utilization of Small Business Concerns (Feb 2024)

(15 U.S.C. 637(d)(2) and (3)).

_X_ (21) (i) 52.219-9, Small Business Subcontracting Plan (Sep 2023)

(15 U.S.C. 637(d)(4)).

https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.204-27#FAR_52_204_27 https://www.acquisition.gov/far/52.204-28#FAR_52_204_28 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/52.204-30#FAR_52_204_30 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/52.204-30#FAR_52_204_30 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2023) of 52.219-9.

__ (22) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (23) 52.219-14, Limitations on Subcontracting (Oct 2022) (15 U.S.C. 657s).

_X_ (24) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep

2021) (15 U.S.C. 637(d)(4)(F)(i)).

__ (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled

Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB

Program (Feb 2024) (15 U.S.C. 657f).

_X_ (26) (i) 52.219-28, Post Award Small Business Program Re-representation (Feb 2024)

(15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically

Disadvantaged Women-Owned Small Business Concerns (Oct 2022) (15 U.S.C. 637(m)).

__ (28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned

Small Business Concerns Eligible Under the Women-Owned Small Business Program (Oct

2022) (15 U.S.C. 637(m)).

__ (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar

20…