1_-_Solicitation.pdf

Solicitation 12-3J14-18-S-0096 for

Third Party Logistic (3PL) Services

Issued By

United States Department of Agriculture (USDA)

Agricultural Marketing Service (AMS)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

0BOFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

2000005122

PAGE 1 OF

2. CONTRACT NO.

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

12-3J14-18-S-0096

6. SOLICITATION ISSUE

DATE

02/08/2018

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

James D. Sprandel, Contracting Officer

b. TELEPHONE NUMBER (No collect calls) 202-720-9191

8. OFFER DUE DATE/

LOCAL TIME

03/13/2018, 01:00 pm CT

9. ISSUED BY CODE 10. THIS ACQUISITION IS

UNRESTRICTED OR SET ASIDE: % for Small Business Set-Aside

SMALL BUSINESS WOMAN-OWNED SMALL BUSINESS (WOSB)

HUBZONE SMALL ECONOMICALLY DISADVANTAGED WOMEN

BUSINESS OWNED SMALL BUSINESS (EDWOSB)

SERVICE-DISABLED VETERAN - 8(A)

OWNED SMALL BUSINESS

NAICS: 493110 BUSINESS SIZE STANDARD: $27.5 Million

United States Department of Agriculture (USDA) Agricultural Marketing Service (AMS) Commodity Procurement Staff 1400 Independence Ave SW, STOP 0239 Washington, DC 20250-0239

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING N/A

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

See paragraphs B.3.6 Incidental Deliverables and Attachment D.1 Schedule of Items

See Block 9

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE 18a. PAYMENT WILL BE MADE BY CODE

USDA Agricultural Marketing Service Beacon Facility - Mail Stop 8718 P.O. Box 419205 Kansas City, MO 64141-6205

TELEPHONE NO.

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

IN OFFER

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

BELOW IS CHECKED

SEE ADDENDUM (see paragraph C.1.1) 19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

AMS Third Party Logistics Contract (Fiscal Years 2018-2023)

Contract Type: Performance Based, Firm-Fixed-Price (FFP) with Economic

Price Adjustment (EPA), Indefinite Delivery/Indefinite Quantity (IDIQ) Commercial Service Contract with a One Year Base Period and Four-One Year Option Periods.

Period of Performance: See Paragraph C.3.1

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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

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

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN See E.2.21 and

E.2.22 COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

30c. DATE SIGNED

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

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

A.1 Proposal Submission Checklist

SF 1449:

_____ Fill in Block 17a (Contractor Information; Code and Facility Code not required)

_____ Sign in Block 30a, print name in Block 30b, and date in Block 30c

_____ Submit in accordance with directions in paragraphs E.2.21 and E.2.22

Provide acknowledgement of any/all amendments (SF-30)

_____ Fill in Block 8 (Contractor Information)

_____ Print name in Block 15a, sign in Block 15b, and date in Block 15c

_____ Submit in accordance with directions in paragraph E.2.21 and E.2.22

Submit proposal parts specified in Section E.1. of solicitation

_____ Proposal Volume 1 – Technical Proposal, submit in accordance with paragraph E.2.21 and

E.2.22

_____ Proposal Volume 2 – Price Proposal, submit in accordance with paragraph E.2.21 and E.2.22

Please verify that you have included the above specified requirements for a complete proposal submission. Failure to include the above specified requirements may be considered a deficiency, making your proposal technically unacceptable for award. If you have any question regarding the specified requirements please refer to the solicitation or contact the contract specialist identified in block 7a and 7b of the SF1449 (first page) of this solicitation.

A.2 Advisory Regarding Submission of Proposals

1. Proposals and Proposal Submissions − In order to comply with the provisions of the solicitation, your proposal shall include all proposal information required in Section E – Instructions to Offerors and Evaluation Factors for Award. All proposal submissions shall be marked to show the offeror’s name and address, the solicitation number, amendments received and acknowledged, and the date and time proposals are due. See Section E – Instructions to Offerors and Evaluation Factors for Award.

2. Due Diligence - Prospective offerors are responsible for reading the entire solicitation and referenced material.

3. Assistance with Government Contracting − Procurement Technical Assistance Centers (PTACs) help businesses seeking to compete successfully in federal, state and local government contracting by providing a range of expert services at little or no charge. More information, and local PTAC office contact information, is available at http://www.aptac-us.org/new/.

4. Wage Determination(s) − Offerors must request a wage determination from the Department of Labor within 10 calendar days of preproposal conference in order to allow sufficient time to receive the wage determination from DOL. See Section E – Instructions to Offerors and Evaluation Factors for Award.

5. System for Award Management - Prospective Contractors shall be registered in the SAM database prior to award of a contract as prescribed in FAR Parts 4.1102 and 4.1103. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registrations or subsequent updates, its information in the SAM database to ensure that it is current, accurate and complete. The SAM database can be accessed at https://www.sam.gov.

6. Amendments – All amendments must be acknowledged – the instructions for acknowledging amendments are included in Block 11 of the amendment. Offerors can get a copy of all amendments issued by accessing the solicitation on the FedBizOpps website at www.fbo.gov.

http://www.aptac-us.org/new/ https://www.sam.gov/ http://www.fbo.gov/

A.3 Table of Contents

A) SF1449……………………………....………………………………………………………………….2

A.1 Proposal Submission Checklist

A.2 Advisory Regarding Submission of Proposals

A.3 Table of Contents

B) Continuation of SF1449 B.1 Block 19 – 20, Schedule of Services

B.2 Block 25, Accounting and Appropriation Data

B.3 General Information

B.4 Description of Work

B.5 Packing, Packaging, & Marking

B.6 Inspection & Acceptance

B.7 Deliveries and Performance

B.8 Contract Administration Data

B.9 Special Contract Requirements

C) Contract Clauses C.1 FAR 52.252-2, Clauses Incorporated by Reference (FEB 1998)

C.2 FAR Full Text Clauses

C.3 AGAR Full Text Clauses

D) Contract Documents, Exhibits, or Attachments D.1 Schedule of Items

D.2 Performance Work Statement (PWS)

D.3 Reports, Schedules, and Data Requirements

D.4 Fuel Related General Rate Adjustment (FRGRA)

D.5 Schedule of Deductions

D.6 Commodity Temperature & Relative Humidity Requirements

D.7 Food Distribution Program on Indian Reservations (FDIPR) Foods Available List

D.8 Commodity Supplemental Food Program (CSFP) Foods Available List

D.9 Recipient Agency Information Sheet

D.10 How Contract CLIN Values Determined

D.11 Sample Advanced Shipping Notice

D.12 Contractor’s Non-Disclosure Statement

D.13 Sample Past Performance Cover Letter and Questionnaire

D.14 Annual Subcontracting Plan Form

D.15 WBSCM Requirements

E) Instructions to Offerors and Evaluation Factors for Award

E.1 FAR 52.252-1, Solicitation Provisions Incorporated by Reference (FEB 1998)

E.2 FAR 52.212-1, Instructions to Offerors – Commercial Items (JAN 2017)(Addendum)

E.3 FAR 52.212-2, Evaluation—Commercial Items (Oct 2014)

E.4 FAR Full Text Provisions

E.5 AGAR Full Text Provisions

B) Continuation of SF1449

B.1 Block 19 – 20, Schedule of Services

Price Schedules and CLINS - Contract Line Item (CLIN) price schedules for the Base Period and all Option Periods are located in spreadsheets under Attachment D.1 - Schedule of Items. The prices listed in these price 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 this solicitation. A description of each line item is indicated in the table below.

Note: All estimated quantities and lot funding indicated by AMS in the attachments are based on historical amounts, increased by approximately 50% to allow for unanticipated needs and prevent AMS from exceeding the Contract Not-to-Exceed (NTE) ceiling.

ITEM

NO. SUPPLIES/SERVICES

ESTIMATED

QUANTITY UNIT*

UNIT

PRICE AMOUNT

0001 In/Out Handling Price PLT

The In/Out Handling Price is a one-time fee per pallet that includes all material handling from the time the material arrives at the warehouse to the time the material is shipped outbound. It includes, but is not limited to, loading and unloading trucks, moving material throughout the warehouse, all case pick fees, and all related assessorial charges. The average case pick percentage is 80% of case volume. Recipients do not participate in pallet exchange programs.

0002 Floor Loaded Handling Price TL

The Floor Loaded Handling Price is a one-time fee per truckload for floor loaded deliveries (e.g. slip sheeted inbound loads), to include palletization, stretch wrap, and any other necessary assessorial charges.

0003 Per Pallet Biweekly Dry Storage Price PLT

0004 Per Pallet Biweekly Cooler Storage Price PLT

0005 Per Pallet Biweekly Freezer Storage Price PLT Note: Storage will be billed twice a month, based on the inventory present on the first and the sixteenth of the month, with all charges invoiced on the last day of the month. Biweekly means that there are 24 billing periods per year (twice a month).

0006 Transportation Price 1 LOT N/A Note: The Transportation Price is the amount charged by the Contractor to transport dry, cooler, and freezer products to their destination using the Contractor's routes of service for full truckload and LTL shipments. The unit of issue is designated as a “LOT” because the amount indicated above is transferred from the Contractors price for use of all routes of service designated in Attachment D.1 - Schedule of Items for TL Transportation Prices per Routes of Service.

0007 Out of Route Mileage Price MI Note: The Unit Price is a single per mile out-of-route mileage rate that will be used for all multi-stop shipments. An out of route mile is defined as the difference between the origin to final destination distance of a direct shipment and the total miles traveled on a multi-stop shipment. AMS will use PC Miler software, practical miles, to verify out of route mileage.

0008 Stop Charge Price on Multi-Stop Deliveries CHG Only applies to additional stops (i.e., stop 2, stop 3, etc.). The maximum stop charge price that can be assessed is no more than $150.00.

0009 Fuel Surcharge Fee MI Note: The Fuel Surcharge Fee represents the amount that will be paid by the Government to adjust for changes in the price of fuel. This Fee will be applied using the Schedule provided in Attachment D.4 - Fuel Related General Rate Adjustment (FRGRA) and will fluctuate based on the published price of the “U.S. On-Highway Diesel Fuel Prices (dollars per gallon)’. The initial amount of this Fee will be set at $0.38 per mile using the index established on 01/22/18 of $3.025 per gallon.

0010 T&M and Miscellaneous Costs 1 LOT $18,000

Note: T&M (Time and Materials) is designated as a “LOT” because the Amount designated is the amount the Government is setting aside to cover this highly variable cost under any contract awarded. Any amount remaining at the end of the period of performance will be retained by the Government. T&M is for unanticipated and emergency action costs directly related to the contract as directed by the C.O., excluding costs associated with the Postaward Conference.

Travel costs, if applicable, shall be in accordance with the Federal Travel Regulations (FTR). All associated costs must be supported by documentation (invoices, receipts, time records, etc.).

Not-to-Exceed (NTE) Amount

* PLT = Pallet, TL = Truckload, LTL = Less-than-full truckload, CHG = Charge, LOT = see note above table for explanation of how lot amount is determined

Note: This is an indefinite quantity contract and the combined quantities and lot amounts listed in the Schedule of Items indicate the most that AMS reasonably expects to use under this contract, with the sum of these amounts used to determine the Not-to-Exceed Amount of the awarded contract. Due to the uncertainty inherent in an indefinite quantity contract, the estimated quantity and lot amounts are set higher than AMS expects to use and, although AMS may exceed the amount indicated for individual line items, AMS shall not exceed the NTE awarded amount.

B.2 Block 25, Accounting and Appropriation Data

Funding is provided for the G. Min for FY18 CSFP in the amount of $250,000.

Funding is provided for the G. Min for FY18 FDIPR in the amount of $250,000.

Total Funding made available for the G. Min is $500,000.

B.3 General Information

1) Scope of Work - This USDA/AMS contract is for the commercial transportation, storage and distribution of multi-temperature food products procured by USDA/AMS.

2) Program Requirements - The Government’s actual program requirements will dictate the delivery and quantities ordered for various contract line items. Program delivery and/or quantity requirements may vary, for example, due to program funding levels, food prices, recipient participation rates, and/or other programmatic needs of USDA. The Contractor shall plan, schedule, coordinate and assure effective performance of all services described in this contract.

3) Travel – Travel is expected to be minimal under this contract, with the exception of attendance at the Postaward Conference in Washington, DC (which the Contractor’s cost to attend will not be reimbursed by the Government). Any cost for travel outside the assigned geographic area will be negotiated.

4) Place of Performance – The services to be performed under this contract shall be accomplished at the contractor's facilities as identified in FAR 52.215-6, Place of Performance, with the noted exceptions of the Postaward Conference, and any exceptions as noted elsewhere in the solicitation or as requested by the CO.

5) Service Contract Act – The Services outlined in this contract are applicable to the Service

Contract Act and DOL labor rates listed under DOL Wage Determinations.

6) Incidental Deliverables – Incidental deliverables required under this contract, such as invoices and reports, are outlined in Attachment D.3 - Reports, Schedules, and Data Requirements.

Deliverables, invoices and/or reports shall be prepared in accordance with this attachment, and submitted as described in Section B.8 Contract Administration Data. For purposes of delivery, all deliverables, invoices and/or reports shall be made by close of business (COB) 4:00 p.m. local time Kansas City, Missouri, Monday through Friday, unless stated otherwise in the contract and/or task order.

7) Government Contacts – All requests for information on matters related to this contract, shall be submitted in writing via email to the Contracting Officer (CO), successor CO or Contracting Officer’s Representatives (CORs).

B.4 Description of Work

1) General Description of Work - The Contractor shall transport, receive, store, and distribute food products purchased by USDA/AMS. Products purchased for storage will be used to stock the contractor’s warehouse. Notification of commodities to be shipped to the contractor(s) facilities will be provided to the contractor utilizing an Advanced Shipping Notice email (See Attachment D.11 – Sample Advanced Shipping Notice). The Contractor must have the capability of maintaining four months’ supply of commodities (see Attachment D.10 – How Contract Values Determined to assess potential storage requirements. The contractor(s) must have an account to access the Web Based Supply Chain Management System (WBSCM) in order to access information on incoming shipments and to enter receipt information (See Attachment D.15 - WBSCM Requirements). A WBSCM account will be made available to the contractor free of charge.

The contractor will be responsible for distribution (including rating, routing and transportation) of contractor-stored, USDA commodities to recipients identified by USDA. Orders will generally be placed through WBSCM and be distributed to recipients of Government food assistance programs;

however, other distributions may be necessary, such as for natural disaster assistance. Distribution must be accomplished in truckload and less-than-truckload (LTL) quantities. The Contractor must attempt to minimize the number of LTL shipments required and the Government reserves the right to contract with a separate carrier to transport LTL shipments if a separate contract will be more advantageous to the Government. Commodities requiring dry, cooler and freezer climate conditions may be consolidated in a single truck. The contractor will provide a project manager (operations manager) whose primary responsibilities will be to oversee all tasks required under this contract and to ensure the performance standards of this contract are met. The contractor must utilize WBSCM to access recipients’ orders.

Attachment D.1 - Schedule of Items for TL Transportation Prices per Routes of Service, identifies the Food and Nutrition Service (FNS) Routes of Service and the approximate quantity of dry, cooler, and freezer foods to be delivered per state each year. Attachment D.10 Estimated

Storage and Shipment Requirements by State identifies the approximate quantity of dry, cooler, and freezer foods to be stored by state each year.

The contractor(s) will also be required to provide monthly reports to USDA as required in Attachment D.3 - Reports, Schedules and Data Requirements.

2) USDA Food Distribution Programs - The Food Distribution Program on Indian Reservations (FDPIR), the Commodity Supplemental Food Program (CSFP) and the Emergency Food Assistance Program (TEFAP) are federally mandated commodity distribution programs.

Food shipments will include primarily FDPIR and CSFP, with occasional shipments to other programs, such as TEFAP. The regulations for these programs may be found under the Code of Federal Regulations (CFR); FDPIR (7 CFR Part 253), CSFP (7 CFR Part 247) and TEFAP (7 CFR Part 251). The CFR may be accessed at https://www.gpo.gov/help/index.html#about_code_of_federal_regulations.htm

FDPIR is a federal program that provides commodity foods to low income households, including the elderly living on Indian reservations, and to Native American families residing in designated areas near reservations. Many Native Americans participate in the FDPIR as an alternative to the Special Nutrition Assistance Program, usually because they do not have easy access to food stores.

CSFP works to improve the health of low-income elderly persons at least 60 years of age by supplementing their diets with nutritious USDA Foods.

TEFAP is a federal program that helps supplement the diets of low income Americans, including elderly people, by providing them with emergency food and nutrition assistance at no cost, usually through food banks, which, in turn, distribute the food to soup kitchens and food pantries that directly serve the public.

Food shipments under these programs will contain a variety of commodities that can also have different temperature requirements.

3) Performance-Based Acquisition - FAR 37.102 establishes the policy to use a performance-based contracting approach for all service contracts. In performance-based contracting, the Government describes the work in terms of the required results rather than either “how” the work is to be accomplished or the number of hours to be provided. The Government relies on the use of measurable performance standards and appropriate financial incentives in a competitive environment to encourage competitors to develop and institute innovative and cost-effective methods of performing the work The performance-based work is described in Attachment D.2 - Performance Work Statement (PWS) The following list defines the column headings:

a. TASK – The overall required service to be performed, through a series of related tasks and deliverables that are directed toward fulfillment of the contract’s objectives, using the performance indicators.

b. INDICATOR - The performance indicators are the specific means of measuring performance of each task and deliverable.

https://www.gpo.gov/help/index.html%23about_code_of_federal_regulations.htm

c. PERFORMANCE STANDARD – The Performance Standard identifies the standards for completeness, reliability, accuracy, timeliness, quality and/or cost for each Indicator.

d. ACCEPTABLE QUALITY LEVEL (AQL) - The AQL defines the minimum level of acceptability for each Performance Standard. This is the minimum level of quality the Government will accept.

e. MONITORING METHOD – The Monitoring Method is the means that the Government will use to measure the level of success that has been achieved by the Contractor in meeting each Performance Standard under this Contract.

f. INCENTIVES/DISINCENTIVES - Incentives and/or disincentives are used to achieve better quality performance and may be positive, negative, or both. Incentives and/or disincentives are for exceptional performance or poor performance based on the Performance Standards of the Contract. These are applied to motivate contractor efforts and to discourage inefficiency. Incentive is defined, for this acquisition, as a non-monetary reward, in or arising directly from the terms and conditions of the Contract.

Disincentives represent the value of service that is lost. If a task is not performed according to the requirements, deductions can be computed based on specified formulas.

B.5 Packing, Packaging, & Marking

All items to be delivered to any recipient agency shall be marked, stored and staged in accordance with the contract requirements and other applicable guidelines along with the use of best commercial practices to meet the shipping requirements of the carrier, and ensure safe delivery (see AGAR 452.247-72).

B.6 Inspection & Acceptance

1) 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 D.2 - Performance Work Statement (PWS) and elsewhere in the contract, meet the quality standards as outlined. All work performed under this contract shall be of the highest quality, consistent with best industry practices, to assure timely protection of services, optimum agency satisfaction and adequately protect the Government's assets. The results of inspections conducted by the Contractor shall be documented on inspection reports and made available to the CO, ACO, AMS/COR and FNS/COR, as required.

2) Documentation Required by the QA/QC Plan. The Contractor shall maintain appropriate daily records, as needed or outlined in the Contractor's Quality Control Plan (QA/QC). This is needed in order to satisfy any acceptance requirements, as well as provide prompt notification to the Government, of any successful or unsuccessful performance. The Contractor's QA/QC plan shall provide for the noting of nonconforming services, the number and type of noted deficiencies and decisions made regarding the acceptability of processes, services and corrective action procedures. Reference Attachment D.2 - Performance Work Statement (PWS).

All work performed under this contract shall be of the highest quality, consistent with best industry practices, to assure timely performance of services, optimum agency satisfaction and adequately protect the Government's assets. The contractor is responsible for the day-to-day quality inspection and monitoring of all work performed to ensure compliance with contract requirements. The contractor shall have in place a quality assurance/quality control (QA/QC) plan appropriate for the receipt, storage, and distribution of food for human consumption. The QA/QC plan format shall contain a title page, table of contents, material and appendices. The QA/QC plan shall include requirements for documentation of quality control efforts. The results of inspections shall made available to the CO, ACO, AMS/COR and FNS/COR, as required.

3) Government Quality Assurance Surveillance Plan. The Government shall develop quality assurance surveillance plans for the contract and/or all subsequent task orders unless otherwise specified. These plans shall recognize the responsibility of the contractor to carry out its quality control obligations and shall contain measurable inspection and acceptance criteria corresponding to the performance standards. The Government shall perform a quality assurance or validation of the Contractor's performance to determinate the extent to which the Contractor has met the Acceptance Quality Level (AQL) for each performance requirement.

The quality assurance surveillance plan shall focus on the level of performance required by the Performance Work Statement (PWS), rather than the methodology used by the Contractor to achieve that level of performance. The Government personnel shall record all pertinent surveillance observations. The Government Quality Assurance will be conducted throughout the program to verify that all Contractor delivered services conform to all requirements of this contract. The activities include but are not limited to an independent verification and validation of contractor services, when it is effective, economical, or otherwise in the Government's best interest, as determined by the Government and Government quality inspections.

4) Corrective Actions. The Contractor shall correct all deficiencies, as defined in the contract, from the date of the Government's notification. In the event that all deficiencies have not been corrected, the Government may exercise the deduction schedule 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.

5) Deductions for Work Not Meeting an Acceptable Quality Level. In any event that the services do not meet the standards of performance of the contract or task order, the Government will initiate deductions for work not performed or performed inaccurately, if applicable,. The Deduction Schedule located in Attachment D.5 - Schedule of Deductions.

6) Government Inspection. The Government will review and verify all deliverables, invoices, and reports associated with the contract requirements or subsequent Task Orders issued under the contract, in order to ensure that the Contractor has fulfilled the requirements/standards, as stated in the contract and any associated Task Order. 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 Task Orders. 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 Attachment D.3 - Reports, Schedules and Data Requirements and elsewhere in the contract.

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 Task Order 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 current agency procedure.

7) 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.

B.7 Deliveries and Performance

1) Delivery Requirements. All required services shall be delivered in accordance with the contract terms and conditions as well as any task order requirements. Individual task orders may be awarded as firm fixed price (FFP) with a not to exceed amount.

2) Ordering Procedures. The following ordering procedures will be invoked throughout the life of this contract for issuing all task orders:

Any services to be furnished under this contract will be ordered by issuance of a task order with the exception of the various reporting and deliverable requirements as outlined in Attachment D.3 - Reports, Schedules and Data Requirements. Task orders may only be issued from date of contract award through the end of the period of performance. See Section C.3.1 – Full Text Clauses, AGAR 452.211-74 - Period of Performance.

All communications pertaining to contractual or administrative matters under this contract or task orders will be addressed to the assigned CO/ACO. The Contractor will be notified, in writing, of the assigned ACO, AMS/COR, and FNS/COR. Additional discussion of these areas will be held during the Postaward Conference.

The USDA/AMS office will provide a copy of the executed task order to the contractor within seven (7) calendar days after execution and shall also facsimile and/or e-mail each task order. A task order shall be considered to be issued when the Government actually transmits the task order.

The Contractor shall not proceed with any work under a proposed task order until a task order has been signed by the CO.

3) Coordination with the Government on Performance. The AMS/COR and FNS/COR, will maintain continuing contact with the Contractor during this project on the contract requirements. In addition, the Contractor may be required to confer with the AMS/COR and FNS/COR on a set schedule, if needed, for project review via a telephone conference.

4) Extending Task Order Terms. In the event that a task order requires performance beyond the task order terms, the task order terms may be extended for the purpose of completing the deliverable, invoices and/or reports, as well as any services for that task. The task order may be extended across fiscal years.

5) Schedule of Deductions. The Schedule of Deductions for work not performed is provided in

Attachment D.5 - Schedule of Deductions.

B.8 Contract Administration Data

1) Unauthorized Changes to Contract Terms - In the event the Contractor effects any change at the direction of any person other than the CO, successor CO or ACO, the change will not be considered and no adjustment will be made in the contract or delivery order price to cover any increase in charges incurred as result thereof. The CO is the only person authorized to issue, modify or terminate the contract or Task Orders issued under the contract.

2) Administrative Contracting Officer (ACO) - The CO may appoint an ACO to act as the contractual representative of the Contract and all Task Orders that are issued. The ACO will be authorized to act as the CO on all contractual matter that relate to any Task Order issued or the contract. The ACO's authority will remain based on the individuals warrant authority. Additional responsibilities of the ACO for any contractual matter under this designation include but are not limited to the following:

a) Securing compliance of all basic contract terms and conditions of the contract, as well as the terms and conditions of any issued Task Orders, the ACO issues against the basic contract.

b) Providing necessary contractual interpretation or guidance related to the Contract or any issued Task Orders.

c) Issuing Task Orders, receiving proposals, and conducting negotiations pertinent to the award of any Task Order as specified in ordering clauses elsewhere in the contract. (i.e. any reimbursable contract line item.)

d) Issuing, modifying or terminating any terms of the Contract or any issued Task Order.

e) Receiving and providing final approval for and processing payments under any Task Order.

f) Providing final acceptance of any report/deliverable required under the Contract or any issued

Task Order.

g) Appointing any additional COR in writing for the Contract or any issued Task Order.

h) Executing final compliance and closeout for the Contract or any issued Task

Order.

i) Generate any correspondence and other documentation required as ACO under the contract.

3) Contracting Officer Representatives (CORs) - The CO will appoint an AMS/COR and FNS/COR (hereinafter “CORs”) in writing for the effective period of the contract. The CORs will receive, for the Government, all deliverables, invoices and/or reports called for by the contract or Task Orders and will represent the CO/ACO in the technical phases of the work.

CORs are NOT authorized to change any of the terms and conditions of the contract or the Task Orders. Additional COR responsibilities include, the following:

a) Monitoring the Contractor's performance to ensure compliance with technical requirements of the contract or Task Orders.

b) Review and approval of any type of reports which require the Government to approve.

c) Verifying and certifying that the services ordered by the Task Order and contract have been inspected and meet the requirements of the contract and Task Order.

d) Immediately notifying the CO/ACO if performance is NOT proceeding satisfactorily.

e) Ensuring that changes in work under the contract and Task Orders are not initiated before written authorization or a modification is issued by the

CO/ACO.

f) Providing the CO/ACO a written request and justification for changes.

g) Furnishing to the CO/ACO any interpretations relative to the meaning of any technical specifications.

h) Perform inspection and accepting services in accordance with the inspection clause on a non-interference basis to include the Contractor's facilities to check performance as authorized by the contract or Task Orders. These inspections may include but are not limited to the following:

1. Actual performance versus schedule and reported performance.

2. Changes in technical performance, which may affect financial status, personnel or labor difficulties, overextension of resources, etc.

3. Verification that the number and level of employees charged to the contract are actually performing work under the contract per the contractor's formal written proposal and any approved changes.

4. Inspection/review of deliverables, invoices and/or reports.

i) At the completion of the contract or Task Order, advising the CO/ACO concerning the following:

1. All services required to be furnished and/or performed under the contract and Task

Order have been technically accepted.

2. Contractor compliance with any non-disclosure of any Government information that is not to be released to the General Public.

3. Verification of the Government Furnished Property/Materials (commodities) inventory levels that are in possession of the Contractor and reconciled with the Contractor's Inventory Reports.

4. Prepare a performance report detailing compliance with contract requirements, Quality Assurance, timely completion of contract terms and conditions as well as Task Orders issued, and any problems associated with the contract or Task Orders, etc.

j) The AMS/COR, FNS/COR, will furnish technical advice to the Contractor to provide specific details, milestones, to be met within the terms of the contract, and any other advice of a technical nature necessary to perform the work specified in the contract or Task Order. The AMS/COR and FNS/COR will NOT issue any instructions, which would constitute a contractual change.

4) Invoice Submission – See paragraph C.1.1, Supplemental Information for Clauses Incorporated by

Reference, FAR 52.212-4 Supplemental Information, paragraph (a) Inspection/Acceptance.

5) Invoice Payment – See Block 18a of SF1449 for payment office. Payment will be made in accordance with the Prompt Payment Act (Public Law 100-496). As stated in this law, the Government has 30 days after a proper invoicing package is received in the correct office or after constructive acceptance, whichever of the two dates is last. All payments will be made in accordance with Section I, FAR Clause 52.232-1, Payments (Apr 1984).

6) Electronic Funds Transfer: Payment will be made through electronic funds transfer as described in Section I, clause 52.232-33. If requested, the Contractor must supply a completed of SF-3881 (ACH Vendor/Miscellaneous Payment Enrollment Form) available online at GSA Forms Library.

http://www.gsa.gov

7) Unsatisfactory Performance: In the event work is performed by the contractor unsatisfactorily, the contractor will be requested to correct the deficiencies and the Schedule of Deductions will apply as outlined in Attachment D.5 - Schedule of Deductions.

8) Not-to-Exceed Funds: Funds for services to be provided under this contract will be obligated by each individual Task Order on a Not-to-Exceed basis. The contractor will be required to monitor and ensure that the task order Not-to-Exceed amount is not exceeded, as required elsewhere in the contract requirements. In the event of conflict between a Task Order and the contract, the contract shall govern.

9) Travel Reimbursement: 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. The Government will not pay for travel unless specifically authorized in the Task Order or the contract requirements.

Reimbursement shall not exceed the rates and expenses allowed by the Federal Travel Regulations

Solicitation 12-3J14-18-S-0096 http://www.gsa.gov/

(FTR) which is available at http://www.gsa.gov/ftr. 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 Task Order. 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.

10) Changes to Task Orders: If agreement cannot be reached on total price, period of performance or any other term or condition of the Task Order, the CO may unilaterally establish the terms and conditions of the Task Order. The Contractor may pursue any unilateral term or condition as a dispute under the "Disputes" clause of this contract. Reference Section I, FAR Clause 52.212-4(d) Disputes.

11) Designated Holidays: The Contractor shall observe the following holidays:

New Year's Day, Birthday of Martin Luther King Jr., Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day. (A Contractor however may substitute for any of the named holidays another day off with pay in accordance with a plan communicated to the employees involved.) (See 29 CFR 4.174)

In addition to the designated holidays, the Government observes any other day designated by Federal Statute, any other day designated by Executive Order and any other day designated by a Presidential Proclamation. 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 in this contract. In the event the Contractor's personnel work during the holiday, they may be reimbursed by the Contractor, however (unless authorized by CO for emergency use only), no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than normal compensation for the time worked.

12) Terminations: The Government may modify or terminate the contract or any Task Order upon written notice from the CO. Upon termination, the Contractor shall deliver to the Government any and all documents, invoices and/or reports, deliverables or commodities provided to the Contractor as of the date of the termination. Reference Section I, FAR Clause 52.212-4(l) Termination for the Government’s Convenience and 52.212-4(m) Termination for Cause.

B.9 Special Contract Requirements

1) Post-award Conference: A Postaward Conference will be held in Washington, DC with the successful offeror(s). It is our intent that the conference will be scheduled within fifteen (15) days after the official award of the contract. The successful offeror will be notified of the date and time and 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 their work and to develop a mutual understanding relative to the administration of the contract. The Postaward Conference travel costs will not be subject to reimbursement.

In order to ensure a smooth and orderly start-up of the contract, it is essential that the Project Manager and other key personnel specified in the contractor's proposal will be available to attend the Postaward Conference to be held in Washington, DC within fifteen

(15) days after award of the contract. If the Contractor's key personnel are not in

Solicitation 12-3J14-18-S-0096 http://www.gsa.gov/ftr attendance for the Postaward Conference, a show cause notice will be issued and the Contractor and may be subject to default action as prescribed in FAR 52.212-4(m) Termination for Cause.

2) Safeguarding Information: The Contractor shall protect from unauthorized disclosure 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 this contract or Task Orders 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 this contract, may subject the Contractor, the Contractor's agents or employees to criminal liabilities as outlined elsewhere in this contract. See paragraphs C.3.5, AGAR 452.224-70, Confidentiality of Information and C.3.6, AGAR 452.237-75, Restrictions Against Disclosure.

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

4) Contractor Provision of Staff and Resources: The Contractor shall provide the skilled personnel, warehouse and other facilities, consumable supplies, materials (other than Government furnished commodities), equipment supervision, management, labor, administrative services and any other items necessary to successfully execute the performance work statement and all other contract requirements. The Contractor will schedule work hours of all personnel in a manner that will provide maximum compliance with the Government's requirements.

Scheduled and unscheduled visits by Government personnel will be made at periodic intervals throughout the life of the contract. The Contractor shall furnish any necessary information, as requested, at any time. This may consider the Contractors current status and standing with respect to full service and fulfillment of all mandatory requirements.

5) 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 this contract are expected to remain dedicated to this contract. If the continued assignment to this 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. The Project Manager must be an employee of the contractor's company. Subcontractors or consultants will NOT be acceptable for the position of the Project Manager. The Project Manager must be available as necessary to manage contract performance.

Personnel other than key personnel are considered support personnel.

6) Substitution of Key Personnel: During the first twelve (12) months of performance of this 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 AMS/COR and/or FNS/COR will evaluate such requests and promptly notify the CO of their 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 qualifications to those of the persons 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.

7) 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.

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

http://www.wdol.gov. 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 your proposal your complete listing of service employees that will be employed under this contract. See Section C.9, FAR 52.222-42, Statement of Equivalent Rates for Federal Employees and/or Section E. A listing of standard occupations in Adobe PDF reader format is available at:

http://www.dol.gov/whd/regs/compliance/wage/SCADirV5/SCADirectVers5.pdf.

9) 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.

10) 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 this contract.