Attachment_B_Terms_and_Conditions_12319819Q0101(FINAL).pdf

12319819Q0101 Attachment B – Terms & Conditions

ADDENDUM TO FAR 52.212-1 INSTRUCTIONS - COMMERCIAL ITEMS

1. This Requirement is solicited and awarded as a commercial item under procedures of FAR

Parts 12 and 13, to include FAR 13.5.

2. Questions must be submitted in writing. The questions format is provided as Attachment D, Questions Format. Questions shall be submitted via electronic mail (e-mail) to:

Jessica.Carrillo@usda.gov AND Antoine.Boissonniere@usda.gov. Questions will be accepted up to 12:00 PM (Noon) Eastern on September 16, 2019. All questions and answers will be published via amendment to the solicitation.

3. Quotations shall be submitted via electronic mail (e-mail) to: Jessica.Carrillo@usda.gov AND

Antoine.Boissonniere@usda.gov no later than 12:00 PM (Noon) Eastern on September 23, 2019

QUOTATION PREPARATION INSTRUCTIONS

PART A –TECHNICAL ACCEPTABILITY INFORMATION

The length of the Technical Acceptability quotation shall not be more than 8 pages total, exclusive of resumes. Vendors are encouraged to submit the fewest number of pages responsive to the Statement of Work requirements using the quotation section page limits as cited within this section. The Pricing information SHALL NOT be included in the technical quotation.

The directions provided within this section assist in providing a fair and equitable evaluation of all quotations received. The Agency may determine those quotations not following the directions to be unacceptable, and if so, shall receive no further consideration.

The acceptable format is recognized as follows:

1. 8.5 by 11 inch paper

2. 12 pitch font; any typed narrative included on tables or graphics pages may not be smaller than 8 pitch font.

3. 1.25 inch margin left & right, and 1 inch margins at both top and bottom

4. All pages shall be single spaced and be single sided.

5. Every page shall be sequentially numbered.

6. Page numbers shall be centered in the bottom margin, above the proprietary data statement, if applicable.

7. Resumes shall not be more than two (2) pages in length. Resumes do not count against the page limit.

8. The page restriction referenced above (8 pages total) are to assist in focusing quotations on the most important elements, while still allowing a full narrative. The page restriction also assists the quotation evaluation process to be timely and complete. Page restrictions apply to exhibits, charts, diagrams, etc. Any information submitted in excess of the stated page limitations shall not be considered by the Government.

Technical quotes shall not make reference to pricing data in order that evaluation thereof may be made strictly on the basis of technical merit.

mailto:Jessica.Carrillo@usda.gov mailto:Antoine.Boissonniere@usda.gov mailto:Jessica.Carrillo@usda.gov mailto:Antoine.Boissonniere@usda.gov

The Technical Acceptability Quotation consists of a Technical Approach and a Management

Approach.

Technical Approach:

The technical approach shall include a detailed narrative that clearly outlines the methodology for accomplishing Statement of Work (SOW) Sections 3.0 and 5.0. The technical approach shall address how the contractor will accomplish the technical elements of the SOW Section 4.0 in sufficient detail as to reflect a clear understanding of the SOW requirements. General statements that the vendor understands, can, or will perform the listed tasks without supporting information/narrative is inadequate. Paraphrasing the SOW or parts thereof, is similarly inadequate, as are phrases such as “standard procedures will be employed” or “well-known techniques will be used.” The technical approach shall be written to enable evaluators to make a thorough assessment as to whether the approach adequately responds to the

Government’s specific requirements.

Management Approach:

The management approach shall include a detailed narrative that clearly outlines the methodology for recruiting and retaining a qualified Functional Specialist/Subject Matter Expert Nutritionist. The propsed

Nutritionist SME candidate must demonstrate a minimum of 4 to 7 years’ experience in school nutrition programs and/or child and adult care food programs. The vendor shall provide the resume of the candidate with qualifications outlined in Section 4.9 of the SOW.

PART B – PRICE Submit one (1) electronic copy

1. Using Attachment C, Price Schedule, submit quoted unit and extended prices for each line item. All dollar amounts provided shall be rounded using no more than two (2) decimal places. Note: The travel line item should not be priced as it will be a reimbursable line item and funded on a not-to-exceed basis.

(End of FAR 52.212-1 Addendum)

ADDENDUM TO FAR 52.212-2—EVALUATION—COMMERCIAL ITEMS

BASIS FOR CONTRACT AWARD

1. The Government will select the quoter with the best overall value from among those meeting the technical acceptability standards. A single contract will be awarded to the quoter who is deemed responsible in accordance with FAR Part 9.1, as supplemented, whose quote conforms to the solicitation’s requirements (to include all stated terms, conditions, representations, certifications, and all other information required by the FAR 52.212-1 Addendum of this solicitation) and is judged, based on the evaluation factors, to represent the best value.

The Government intends to evaluate offers and award without discussions with Vendors; however, the

Government reserves the right to hold exchanges if the Contracting Officer later determines them to be necessary. Therefore, the Vendor’s initial quote should contain the best terms from a price and technical standpoint.

The Government may select for award the Vendor whose price is not necessarily the lowest, but whose offer represents the best value to the Government, thus warranting the additional cost. The Government reserves the right to reject any offer that includes any assumption or condition that is contrary to or takes exception to the Government’s requirements.

C. EVALUATION FACTORS

The following evaluation factors will be used to evaluate each quote:

Technical Acceptability

Price

Factor 1: Technical Acceptability

Each quote shall be evaluated against the following technical acceptability criteria:

(NOTE: Only those quoters determined to meet ALL technical acceptability standards below will be considered for award.)

Technical Approach:

The technical evaluation panel will evaluate whether the vendor’s submission includes a detailed narrative that clearly outlines the methodology for accomplishing the Statement of Work (SOW) Sections

3.0 and 5.0.

The technical evaluation panel will evaluate whether the vendor’s technical approach adequately addresses how it will accomplish the technical elements of the SOW Section 4.0 in sufficient detail as to reflect a clear understanding of the SOW requirements.

Management Approach:

The technical evaluation panel will evaluate whether the vendor’s management approach includes a detailed narrative that clearly outlines the methodology for recruiting and retaining a qualified Functional

Specialist/Subject Matter Expert Nutritionist.

The technical evaluation panel will evaluate the Nutritionist candidate’s resume to determine if it demonstrates 4 to 7 years’ experience in school nutrition programs and/or child and adult care food programs. The technical evaluation panel will evaluate whether the vendor provided resume of the candidate with qualifications outlined in Section 4.9 of the SOW.

Factor 2: Price

a. The quote will be evaluated for award purposes, based upon the total price quoted for the base year and all option years. Prices will be evaluated IAW FAR 13.106-3.

Note: Quoted prices for the last option year will be used to evaluate the potential 6 months under FAR

52.217-8. This 6 months period will also be added to the total evaluated price for evaluation purposes only.

(End of FAR 52.212-2 Addendum)

ADDENDUM FAR 52.212-4(c)

FAR 52.212-4, CONTRACT TERMS AND CONDITIONS – MAY 2015 COMMERCIAL ITEMS

(ADDENDUM)

Reference FAR 52.212-4, Paragraph (c) is hereby tailored as follows:

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties with the exception of administrative changes such as paying office, appropriation data, etc., which may be changed unilaterally by the Government.

Period of Performance: The base period will be 12 months from the date of award with two (2) one-year option periods.

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions NOV 2013

52.203-3 Gratuities APR 1984

52.203-6 Alt I Restrictions On Subcontractor Sales To The

Government (Sep 2006) -- Alternate I

OCT 1995

52.203-11 Certification And Disclosure Regarding Payments To

Influence Certain Federal Transactions

SEP 2007

52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015

52.203-17 Contractor Employee Whistleblower Rights and

Requirement To Inform Employees of Whistleblower

Rights

APR 2014

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-7 System for Award Management OCT 2016

52.204-13 System for Award Management Maintenance OCT 2016

52.204-16 Commercial and Government Entity Code Reporting JUL 2016

52.204-17 Ownership or Control of Offeror JUL 2016

52.204-18 Commercial and Government Entity Code Maintenance JUL 2016

52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-20 Predecessor of Offeror JUL 2016

52.209-2 Prohibition on Contracting with Inverted Domestic

Corporations--Representation

NOV 2015

52.209-5 Certification Regarding Responsibility Matters OCT 2015

52.209-9 Updates of Publicly Available Information Regarding

Responsibility Matters

JUL 2013

52.209-10 Prohibition on Contracting With Inverted Domestic

Corporations

NOV 2015

52.212-1 Instructions to Offerors--Commercial Items OCT 2016

52.212-4

52.217-5

Contract Terms and Conditions--Commercial Items

Evaluation of Options

MAY 2015

JUL 1990

52.219-1 Small Business Program Representations OCT 2014

52.219-1 Alt I Small Business Program Representations (Sept 2015)

Alternate I

SEP 2015

52.222-40

52.225-25

Notification of Employee Rights Under the National

Labor Relations Act

Prohibition on Contracting with Entities Engaging in

Certain Activities or Transactions Relating to Iran--

Representation and Certifications.

DEC 2010

OCT 2015

52.229-3 Federal, State And Local Taxes FEB 2013

52.232-11 Extras APR 1984

52.232-17 Interest MAY 2014

52.232-33 Payment by Electronic Funds Transfer--System for

Award Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40

52.233-1

Providing Accelerated Payments to Small Business

Subcontractors

Disputes

DEC 2013

MAY 2014

52.233-3 Protest After Award AUG 1996

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

52.242-13 Bankruptcy JUL 1995

52.246-16 Responsibility For Supplies APR 1984

52.247-34 F.O.B. Destination NOV 1991

CLAUSES INCORPORATED BY FULL TEXT

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

FAR Clauses: http://acquisition.gov/far/

AGAR Clauses: https://www.dm.usda.gov/procurement/policy/agar_x/agarbase/index.html

(End of provision)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

FAR Clauses: http://acquisition.gov/far/

AGAR Clauses: https://www.dm.usda.gov/procurement/policy/agar_x/agarbase/index.html

(End of clause) http://acquisition.gov/far/ https://www.dm.usda.gov/procurement/policy/agar_x/agarbase/index.html http://acquisition.gov/far/ https://www.dm.usda.gov/procurement/policy/agar_x/agarbase/index.html

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days prior to contract expiration.

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

(a)The Government may extend the term of this contract by written notice to the Contractor within 30 days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 3 years.

AGAR 452.237-75 RESTRICTIONS AGAINST DISCLOSURE (FEB 1988)

(a) The Contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part in any manner or form, or to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor's possession, to those employees needing such information to perform the work provided herein, i.e., on a "need to know" basis. The Contractor agrees to immediately notify in writing, the Contracting Officer, named herein, in the event that the Contractor determines or has reason to suspect a breach of this requirement.

(b) The Contractor agrees not to disclose any information concerning the work under this contract to any persons or individual unless prior written approval is obtained from the Contracting Officer. The

Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(End of Clause)

SPECIAL REQUIREMENTS

1.1. Organizational Conflict of Interest:

Contractor and subcontractor personnel performing work under this contract may receive, have access to or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.) or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the Contracting Officer to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the Contracting Officer and in the event the Contracting Officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may affect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

1.2. Security:

The Contractor shall be responsible for properly protecting all information used, gathered, or developed as a result of this contract in accordance with departmental policies and procedures. The Contractor shall implement procedures that ensure appropriate administrative, technical, and physical safeguards are established for the security and confidentiality of government information, data, and/or equipment. The

Contractor’s procedures shall be consistent with Government, OMB Circular A-130, Management of

Federal Information Resources, the Computer Security Act of 1987, the Federal Information Security

Management Act of 2014 (FISMA), and the Privacy Act. Upon completion of the contract, the contractor shall return all information and information resources provided during the life of the contract and certify that all USDA information has been purged from any contractor-owned system(s) that have been used to process USDA information. In addition, during all activities and operations on government premises, the

Contractor shall comply with the policies, rules, procedures and regulations governing the conduct of personnel or protection of government facilities and data as expressed by USDA, written or oral.

1.2.1. Sensitive Information Storage and Disclosure

Sensitive-but-Unclassified (SBU) information, data, and/or equipment will be disclosed only to authorized personnel on a Need-To-Know basis. Contractor personnel with access to SBU holder shall ensure that appropriate administrative, technical, and physical safeguards are established to ensure the security and confidentiality of this information, data, and/or equipment is properly protected in accordance with departmental policies and procedures. When no longer required, this information, data, and/or equipment shall be returned to Government control; destroyed; or held until otherwise directed.

Destruction of items shall be accomplished by tearing into small parts; burning; shredding or any other method that precludes the reconstruction of the material, consistent with GSA guidelines.

1.2.2. Protection of Information

All information about the USDA networks and/or the security posture of any USDA information asset gathered or created under this contract will be considered SBU information. It is anticipated that this information will be gathered, created and stored within the primary Government work location. If the

Contractor personnel must remove any information from the primary work area they should protect it to the same extent they would their proprietary data and/or company trade secrets. If the Contractor must remove any materials from the primary work location prior approval must be obtained from the

Contracting Officer’s Representative (COR).

1.2.3. Security and Privacy

The use of any information that is subject to the Privacy Act will be utilized in full accordance with all rules of conduct as applicable to Privacy Act Information.

Contractors who fail to comply with Department security policy are subject to having their access to

Department IT systems and facilities terminated, whether or not the failure results in criminal prosecution.

Any person who improperly discloses sensitive information may be subject to criminal and civil penalties and sanctions under a variety of laws (e.g., Privacy Act).

1.2.4. Sensitivity of Deliverables

The preparation of the deliverables under this contract shall be completed at a Sensitive-But- Unclassified

(SBU) level unless otherwise stated, in writing, by the COR.

All deliverables containing sensitive security information or sensitive PII of the contractor shall remain categorized as, and shall be clearly labeled as "Sensitive But Unclassified (SBU)". The release of any such information or data beyond contractor personnel working on the contract and having a direct need-to-know the information, must be authorized in writing by the Government.

1.2.5. Facility Access

All Contractor personnel who work at the USDA/FNS site must have approval for facility access; the

Contractor must supply the names and other required information of those employees selected to perform the work to the COR.

1.2.6. Special Requirements

All work performed must meet and comply with all National Institute of Standards & Technology

(NIST), other government-wide laws and regulations, and USDA and OCIO (Office of the Chief

Information Officer) directives, guidelines, and requirements for protection and security of Information

Technology. Such directives and guidelines include:

• Computer Security Act of 1987

• Federal Information Security Management Act (FISMA) of 2014

• OMB Circular A-130, Management of Federal Information Resources

• Presidential Directive Decision 63, Critical Infrastructure Protection (CIP)

• Presidential Directive Decision 67, Enduring Constitutional Government and Continuity of

Government Operations

• Homeland Security Presidential Directive 7

• Homeland Security Presidential Directive 12 (and all amplifying guidance)

• NIST’s Guide for Developing Security Plans for Information Technology Systems (Special

Publication 800-18)

• NIST, The United States Government Configuration Baseline (USGCB), http://usgcb.nist.gov/index.html

• NIST Special Publication 800-53 Revision 4, Security and Privacy Controls for Federal Information

Systems and Organizations, April 2013

• NIST Special Publication 800-37, Guide for Applying the Risk Management Framework to Federal

Information Systems, February 2010

• National Information Assurance Partnership Common Criteria Evaluation & Validation Scheme, https://www.niap-ccevs.org

• National Vulnerability Database Version 2.2 and the Federal Desktop Core Configuration (FDCC) settings; http://nvd.nist.gov/home.cfm

• Federal Information Processing Standard (FIPS) Publication 140-2, Security Requirements For

Cryptographic Modules, January 2002

• USDA FNCS 702 Handbook, Information Systems Security Guidelines and Procedures, November

18, 2015

• USDA Departmental Regulation DR 3540-003, Security Assessment and Authorization, August

• USDA Departmental Regulation DR 3140-002, USDA Internet Security Policy, March 1995

• USDA Departmental Regulation DR 3440-2, Control and Protection of Sensitive Security

Information, January 2003

• USDA Departmental Regulation DR 3180-001, Information Technology Standards, May 2015

• USDA Departmental Regulation DR 3505-003, Access Control for Information and Information

Systems, February 2015

• U.S. Government “Plain Language” Guidelines

• http://www.ocio.usda.gov/directives/files/dm/DM3535-000.htm

1.2.7. Confidentiality and non-Disclosure

The Offeror may have to access proprietary information and shall be required to sign non- disclosure and conflict of interest statements. The preliminary and final deliverables and all associated working papers, and other material deemed relevant by the agency that have been generated by the Offeror are the property of the U.S. Government and cannot be reproduced, or retained by the Offeror. When no longer required, this information, data, and/or equipment will be returned to Government control. All documents and information pertaining to network vulnerabilities, security policy, operational procedures or related functions shall be maintained under absolute accountability and relinquished to the COR upon completion of the contract.

Personnel Security Clearance Requirements-Sensitive-But Unclassified (SBU) Materials:

The contract provision set forth below covers the basic security standards for Sensitive- But-Unclassified

(SBU) work.

Based on federal laws, regulations, directives, and policies, it is an inherent Government function for a federal agency to protect its facilities and their occupants from harm and its information from unauthorized disclosure. Therefore, contractor personnel granted official access to a federally controlled facility or permanent access to a federal information system shall be subject to specific security screening requirements similar to those imposed upon federal employees.

The Government and the contractor recognize that certain contractor employees performing under this contract will have access to sensitive Government information. Therefore, the Government and the contractor agree that the Government shall conduct security investigations for any contractor employee performing under this contract, who, in the Contracting Officer’s judgment, is engaged in a function requiring public trust.

Executive Order 13467 (Reforming Processes Related to Suitability for Government Employment, Fitness for Contractor Employees, and Eligibility for Access to Classified National Security Information) specifically requires that suitability and fitness investigation standards be applied to contractor employees performing work for the U.S. Government in accordance with the standards defined under 5 CFR 731 (for suitability) and 5 CFR 732 (for access to Classified National Security Information).

Section 3 of Executive Order 13488 (as amended) (Granting Reciprocity on Excepted Service and Federal

Contractor Employee Fitness and Reinvestigating Individuals in Positions of Public Trust) further clarifies that:

Investigations for determining fitness for contractual or nonappropriated fund employment. Contractor employee fitness or nonappropriated fund employee fitness is subject to the same position designation requirements and investigative standards, policies, and procedures as fitness determinations for civil service employees, as prescribed by the Office of Personnel Management under the Civil Service Rules.”

Finally, Homeland Security Presidential Directive 12: Policy for a Common Identification Standard for

Federal Employees and Contractors) (HSPD-12) does not permit credentialing of a subject before an interim suitability or suitability determination has been made.

(A) General

(1) The Government anticipates that the work to be performed under this contract may involve access to SBU materials and non-sensitive materials. SBU materials may include, but are not limited to: computer systems and information, Privacy Act protected information, and FNS proprietary information. Duplication or disclosure of the data and other information to which the Vendor may have access as a result of this contract is prohibited by Public Law.

(2) In general, services performed by Vendor personnel may fall within three (3) “risk” categories as described below:

(a) High Risk (MBI): Contract personnel with network administrative rights.

(b) Moderate Risk (NACI): All other contract personnel with access to SBU FNS data or information.

(c) Low Risk (Fingerprint): Contract personnel performing less than 180 days.

(A) Types and Number of Background Investigations Required

(1) Work performed under the contract may fall within one or more of the risk categories defined in paragraph (a)(2) above. As a result, the Vendor’s personnel must undergo a background investigation. The type of background investigation required will be commensurate with the risk factor associated with the duties of each position and the type of access required.

Prior to award of the contract, the Contracting Officer’s Representative (COR) will determine the exact number and types of background investigations that may be required for all Vendor positions. For planning purposes, the Government estimates that the following number and types of background investigations will be needed:

Risk Category Number of Investigations Needed

High Risk (MBI)

Moderate Risk (NACI)

Low Risk (fingerprints) 1

(Primarily applies if Vendor personnel are stationed at a Government work location.)

(2) The Vendor will not be permitted to commence performance under the contract until a sufficient number of its personnel, as determined by the COR, have received requisite background investigations. A “Background Investigation Request” form

(FNS-775) must be completed by the COR and submitted to the Contract

Management Division (CMD) for processing.

(3) During the life of this contract, the Vendor shall ensure that no Vendor or sub Vendor employee commences performance hereunder prior to receipt of authorization from the Contracting Officer or COR.

(B) Background Investigations Requirements

The minimum investigative requirements are as follows:

(1) High Risk Positions:

The background investigation shall be an MBI (Minimum Background Investigation). The MBI includes a NACIC, a face-to-face personal interview between the investigator and the subject, and telephone inquiries to selected employers.

(2) Moderate Risk Positions:

The background investigation shall be a NACI (National Agency Check and Inquiries). The

NACI consists of a NAC, written inquiries and record searches covering specific areas of a subject’s background during the past 5 years.

(3) Low Risk Positions:

The background investigation shall be a Federal Bureau of Investigation Name and Fingerprint check.

(C) Separation/Termination of Vendor Employees/Completion of Contract

At the completion of the contract or separation/termination of any Vendor employee, a

“Government Vendor Separation Checklist” (FNS-774) must be completed and signed by the COR and Contracting Officer.