Solicitation 12C0BA21R0005 - Amendment 00001.pdf

Combined Synopsis/Solicitation

12C0BA21R0005

To: All Small Business Vendors under NAICS Code 541611

Subject: Combined Synopsis/Solicitation 12C0BA21R0005

IAW: 12.203 Procedures for solicitation, evaluation, and award. (a) Contracting officers shall use the policies unique to the acquisition of commercial items prescribed in this part in conjunction with the policies and procedures for solicitation, evaluation and award prescribed Part 15, Contracting by Negotiation, as appropriate for the particular acquisition. The contracting officer may use the streamlined procedure for soliciting offers for commercial items prescribed in 12.603

1. Action Code: Notification of Combined Synopsis/Solicitation 12C0BA21R0005

2. Date: August 11, 2021

3. Year: 2021

4. Contracting

Office ZIP Code: 20250

5. Product or

Service Code:

6. Contracting Office Address:

7. Subject:

8. Proposed

Solicitation Number:

9. Closing Response Date:

10. Contact Point or Contracting Officer:

11. Contract Award and Solicitation Number:

12. Contract Award Dollar Amount:

NAICS Code: 541611 - Administrative Management and General Management Consulting Services PSC Code: R408 - Program Management/Support Services

1400 Independence Avenue, SW Washington, D.C. 20250 Rural eConnectivity Program Support Services

12C0BA21R0005

Questions/RFIs due August 31, 2021 at 2300hrs EST; Offerors are due on September 17, 2021 2300hrs EST Contracting Officer – Erin Lush

Contract Award: TBD Solicitation Number: 12C0BA21R0005

IDIQ $25M Ceiling

13. Line Item

Erin.Lush Highlight

Number: CLINs 0001 – 0007; See Pricing Chart Attachment J-2 of Solicitation

14. Contract Award Date:

To Be Determined (TBD);

15. Estimated Contract

Award Date: October 15, 2021

16. Contractor: TBD

17. Description: Rural eConnectivity Program Support Services

18. Place of Contract

Performance: United States of America and U.S. Territories

19. Set-aside Status: 100% Small Business Set-Aside

Solicitation# 12C0BA21R0005 –Rural eConnectivity Support Services for the Reconnect Program

Solicitation# 12C0BA21R0005 Rural eConnectivity Support Services for the Reconnect Program

Contents

SECTION 1 SOLICITATION/CONTRACT FORM

SECTION 2 SUPPLIES/SERVICES AND PRICES/COSTS

SECTION 3 DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK STATEMENT

SECTION 4 PACKAGING AND MARKING

SECTION 5 INSPECTION AND ACCEPTANCE

SECTION 6 DELIVERIES OR PERFORMANCE

SECTION 7 CONTRACT ADMINISTRATION

SECTION 8 SPECIAL CONTRACT REQUIREMENTS

SECTION 9 CONTRACT CLAUSES

SECTION 10 LIST OF ATTACHMENTS

SECTION 11 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

OFFERORS OR RESPONDENTS

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SECTION 1. SOLICITATION/CONTRACT FORM

1.1 Standard Form (SF)-1449 Continued – Contract

The U.S. Department of Agriculture (USDA), Rural Development (RD)’s Indefinite Delivery-Indefinite Quantity (IDIQ) stand-alone contract is for Business Support Services for the Rural eConnectivity Program.

These are considered to be professional services.

Rural eConnectivity (hereafter referred to as Reconnect) Program is to utilize funding appropriated by Congress to award loans and grants for the accelerated implementation of broadband deployment in areas that currently do not have sufficient access to broadband. These funds will allow opportunities for innovation and business growth that will in turn create jobs and provide significant benefits to the populations previously with limited access to broadband.

This solicitation and resultant IDIQ incorporates provisions and clauses in effect through Federal Acquisition Circular (FAC) 2021-06. It is the responsibility of the contractor to be familiar with the applicable clauses and provisions. These clauses may be accessed in full text at https://www.acquisition.gov/browse/index/far.

As used in this Solicitation and all associated Attachments, the terms “Indefinite Delivery-Indefinite Quantity (IDIQ)” and “Contract” shall be used interchangeably and be understood to be the same thing as it relates to this specific acquisition.

END OF SECTION 1. SOLICITATION/CONTRACT FORM

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https://www.acquisition.gov/browse/index/far

SECTION 2. SUPPLIES/SERVICES AND PRICES/COSTS

2.1 Prices/Cost Schedule

The Contractor agrees under this Indefinite Delivery-Indefinite Quantity (IDIQ) exclusively with U.S.

Department of Agriculture, Rural Development to provide the services in the Attachment J-1 Performance Work Statement (PWS) at the offeror’s final agreed upon prices/rates in the Attachment J-2 Pricing Worksheet upon issuance of task orders.

The task orders will be issued to the maximum extent possible as Firm Fixed Price Orders. Other Direct Costs, such as Travel will be issued as Cost Reimbursable.

The ordering activity estimates, but does not guarantee, that the cost of services of all task orders under this agreement, if all options are exercised, will not exceed: $25 Million Ceiling.

This IDIQ will issue its first task order to obligate a minimum guarantee of $1,500.00 and will be deobligated, once a subsequent task order is issued for the minimum guaranteed amount. The Task Order for Minimum Guarantee can only be invoiced at end of first year if contractor does not receive orders that equal or exceed the minimum guarantee.

The ultimate completion date of the IDIQ, if all options are exercised, is three (3) years from date of award.

Task Orders may have a longer completion date if task orders are issued within the ordering period.

Only the ordering activity, U.S. Department of Agriculture, Rural Development is, Procurement Management Office is authorized to place orders under this IDIQ stand-alone contract.

Task Orders will be placed against this IDIQ predominately via Electronic Data Interchange (EDI).

2.2 Travel

Travel costs will be issued at each task order level and travel will be reimbursed at actual costs incurred in accordance the Federal Travel Regulation (FTR) as applicable. Any request of travel must be made, in writing, to the contracting officer and contracting officer’s representative (COR) thirty (30) days prior to actual travel. Only the contracting officer of record can approve travel and will be approved via bilaterally signed task order against the IDIQ.

END OF SECTION 2. SUPPLIES/SERVICES AND PRICES/COSTS

SECTION 3. DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK STATEMENT

3.1 Performance Work Statement (PWS)

The Contractor must provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to deliver and/or perform the requirements in accordance with the Description/Specifications/Performance Work Statement incorporated as Attachment J-1, Performance Work Statement (PWS) Financial and Business Support Services.

END OF SECTION 3. DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK

STATEMENT

SECTION 4. PACKAGING AND MARKING

4.1 Deliverables

The deliverables under this solicitation must be submitted through electronic mail to the Contracting Officer’s Representative (COR), Contract Specialist (CS), and Contracting Officer (CO) identified in this solicitation and as described in the Performance Work Statement (PWS)

4.2 USDA Rural Development Visual Identity Guidelines

Additionally, all visual materials intended for release to the public, both electronic and printed, delivered in the performance of this contract, must wholly conform to the current USDA Rural Development Visual Identity Guidelines. Such materials include the following, and any other products agreed to in advance between the COR and the vendor (please see Attachment J-5 USDA Rural Development Visual Identity Guidelines):

• Reports and other documents;

• Handouts;

• Advertisements intended for both printed and electronic media;

• Still visual presentations;

• Video presentations;

• Banners;

• Infographics;

• Posters;

• Folders;

• Cards and Envelopes;

• Photographs;

• Visual themes;

• Logos;

• Layout;

• Graphic design;

• Graphics;

• Graphs and charts;

• Illustrations;

• Drawings.

END OF SECTION 4. PACKAGING AND MARKING

SECTION 5. INSPECTION AND ACCEPTANCE

5.1 52.252-2 Clauses Incorporated by Reference (Feb 1998)

Clause # Title Date 52.246-4 Inspection of Services – Fixed Price Aug 1996

5.2 Inspection and Acceptance of Services

5.2.1 Inspection of Service:

The Government, through any authorized representatives, has the right at all reasonable times, to inspect, conduct oversight, evaluate, or otherwise access the work performed or being performed under this contract.

Inspections of the contractor’s work must focus on, but not necessarily be limited to, completeness, accuracy, and satisfaction of agreed-upon deliverables as identified under this contract. Government inspection and acceptance of services, reports and other required deliverables or outputs must take place through the most convenient means for the Government. However, all inspections and evaluations by the Government will be performed in such a manner as will not unduly delay the work effort.

The COR listed in Section 7 has been delegated authority to inspect and accept all services, reports and required deliverables or outputs for the contract. Government inspection, oversight, evaluation, and other assessments of Contractor-performed work are for the sole benefit of the Government, and do not:

a) Relieve the Contractor of responsibility for providing adequate quality control measures;

b) Relieve the Contractor of responsibility for damage to or loss of the material before acceptance;

c) Constitute or imply acceptance; or

d) Affect the continuing rights of the Government after acceptance of the completed work.

5.2.2 Acceptance of Services

Unless otherwise specified, the COR will have ten (10) calendar days to review draft deliverables and make comments. The Contractor will have five (5) calendar days to make corrections. The COR or CO will have the right to reject or require correction of any deficiencies found in the deliverables that are contrary to the information contained in the Contractor’s accepted quote. In the event of a rejected deliverable, the Contractor will be notified in writing by the COR or CO of the specific reasons for rejection. The Contractor will have five (5) calendar days to correct the rejected deliverable and return it per delivery instructions.

Final acceptance of all services under this contract will be made in writing at the end of the contract period by the COR.

5.4 Quality Assurance Surveillance Plan (QASP)

A Quality Assurance Surveillance Plan (QASP) will be proposed by the Offeror and submitted with the quote submission. The QASP aids in monitoring performance. All findings of unsatisfactory or non-performed work will be administered in accordance with the FAR clauses noted above for Inspection of Services Fixed Price and Inspection of Services -Cost Reimbursable. All costs associated with rework are the responsibility of the Contractor. The Government reserves the right to choose the inspection methods to be used in implementing its Quality Assurance Surveillance Plan and to vary the inspection methods utilized during the work, without notice to the Contractor. The QASP is a “living document” and as such, will not be incorporated into the contract.

END OF SECTION 5. INSPECTION AND ACCEPTANCE

SECTION 6. DELIVERIES OR PERFORMANCE

6.1 FAR 52.252.2 Clauses Incorporated By Reference (Feb 1998)

Clause # Title Date

52.242.15 Stop Work Order Aug 1989

52.242.17 Government Delay of Work Apr 1984

6.2 Period of Performance

The resultant Indefinite Delivery – Indefinite Quantity (IDIQ) contract will include one (1) base year and two (2) one-year option periods. Options will be exercised at the Government’s sole discretion and as authorized by FAR Subpart 17.2.

Each of the two option terms will only be granted upon a favorable review of the Contractor’s performance and validation of continued need and available funding. The following chart details the performance periods.

Base Year (Anticipated) October 15, 2021 through October 14, 2022 Option Year 1 October 15, 2022 through October 14, 2023 Option Year 2 October 15, 2023 through October 14, 2024

6.3 Observance of Legal Holidays and Excused Absences

The Government hereby provides notice and contractor hereby acknowledges receipt that Government personnel observe the listed days as holidays:

a) New Year's Day

b) Martin Luther King's Birthday

c) President's Birthday

d) Memorial Day

e) Juneteenth

f) Independence Day

g) Labor Day

h) Columbus Day

i) Veterans Day

j) Thanksgiving Day

k) Christmas Day

l) Inauguration Day (For D.C. area contractor only)

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

l) Any other day designated by Federal Statute

m) Any other day designated by Executive Order

n) Any other day designated by Presidential Proclamation

It is understood and agreed between the Government and the contractor that observance of such days by Government personnel will not otherwise be a reason for an additional period of performance, or entitlement to compensation. In the event the contractor's personnel work during the holiday, they may be reimbursed by the contractor, however, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked.

This provision does not preclude reimbursement for authorized premium pay.

6.4 Place of Performance

The primary place of performance for these efforts will be at the offeror’s place of business.

Individual Task Orders may require travel or performance at the USDA-Rural Development Office located at 1400 Independence Street SW, Suite 6950, Washington, DC 20250.

The actual performance location will be identified in the individual task order(s). The contractor must seek Contracting Officer (CO) approval for any location not designated as the primary place of performance and for any remote work arrangements.

The Contractor agrees that this is a non-personal services contract and must not represent itself as an agent or partner of, or in joint venture with the Government; and that it will neither supervise nor accept supervision from Government employees.

6.5 Delivery Schedule

The contractor must deliver all deliverables in accordance with the specifications of the Attachment J-1 Performance Work Statement.

END OF SECTION 6. DELIVERIES OR PERFORMANCE

SECTION 7. CONTRACT ADMINISTRATION

7.1 Contract Administration

Notwithstanding the contractor’s responsibility for total management during the performance of this contract, the administration of the contract requires maximum coordination between the Government and the contractor.

The following provides the roles and their respective authority during the performance of the contract:

7.2 Procuring Contracting Office (PCO)

The Contracting Officer for this contract is:

Erin Lush, Supervisory Contracting Officer USDA, RD Business Center, Procurement Management 1400 Independence Avenue, SW Washington DC 20250 Email: Erin.Lush@usda.gov Phone: (502) 644-5654

The Procuring Contracting Officer (PCO) holds the contractual authority for the resulting contract. The CO alone, without delegation, is authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms and conditions and requirements. The CO may delegate certain other responsibilities to the Contracting Officer’s Representative (COR). The U.S. Department of Agriculture, Rural Development, Procurement Management Office warranted contracting officers are the only individuals who can legally commit or obligate the Government or authorize any changes that affect the contract price, delivery schedule, period of performance or other terms and conditions.

7.3 Administrative Contracting Officer (ACO)

The Administrative Contracting Officer for this contract is:

Allen Hunt Administrative Contracting Officer USDA, RD Business Center, Procurement Management Email: allen.hunt@usda.gov

The Administrative Contracting Officer (ACO) holds the same contractual authority for the resulting contracts as designated by the PCO. The ACO is authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms and conditions and requirements during administration of contractor performance. The ACO may delegate certain other responsibilities to the Contracting Officer’s Representative (COR) per the FAR.

mailto:Erin.Lush@usda.gov

7.4 Contracting Officer's Representative (COR)

Upon the award of the IDIQ, the COR will be designated by the CO. In addition, a COR will be designated on individual task orders. The COR has the authority to monitor the technical progress of services that are required under the resulting contracts. This includes visits to the contractor’s place of performance, meetings and telephone conferences with the contractor’s personnel, inspection and acceptance or rejection of the contracted services and other duties that may be authorized by the Contracting Officer. The COR cannot authorize a stop work order nor delete, change or waive any of the technical requirements or other terms and conditions of the resulting contracts. If a change (monetary or otherwise) to the contract is desired, the contractor will submit a written request to both the Procuring Contracting Officer and the Administrative Contracting Officer for consideration. If approved, the change will be made by a contract modification, after discussions and/or negotiations.

Whenever a difference of opinion between the contractor and the COR occurs, the Contracting Officer and Administrative Contracting Officer should be contacted immediately for resolution or on any other matters where the COR is not available.

Douglas Long Program Manager MASPM Business Center 1400 Independence Avenue, SW Washington DC 20250 Email: douglas.long@usda.gov

7.5 Contractor’s Representative Responsibilities

The Contractor's representative (as designated by Contractor, i.e., Program Manager, Contract Administrator, etc.) will be responsible for all contract administration issues for this IDIQ contract and all subsequent task orders. The Contractor’s Representative will act as the central point of contact with the Government for all contractual matters. The Contractor’s representative must have full authority to act on behalf of the contractor in all contractual matters. The representative must be able to fluently read, write, and speak the English language. The contractor representative for all contract administration matters is:

To Be Provided by Awardee

Name:

Telephone:

Address:

E-mail:

7.6 Contractor Responsibilities

The Contractor must not accept any instructions issued by any person employed by the Government or otherwise, other than the CO for time, scope, and monetary instructions or the COR acting within the limits of his or her authority. The Contractor must not in any way represent that he is a part of the U. S. Government or that he has the authority to contract or procure supplies for the account of the United States of America.

7.7 Post-Award Orientation/Kick Off Meeting

The Contractor is expected to participate in a Post-Award Orientation/Kick Off Meeting in order to clarify or seek to ensure a mutual understanding of the contract terms, conditions, and overall expectations. The mailto:douglas.long@usda.gov post award orientation may be executed as an in-office conference, video conference, or in writing as determined by the Contracting Officer under the contracting authority in accordance with Federal Acquisition Regulation Subpart 42.5.

7.8 Invoice and Payment Provisions

Invoices shall be submitted to the following individuals and in the order listed.

a. COR and CO

b. http://www.ipp.gov/vendors/index.htm in accordance with the "Authorized Payment Schedule" for each contract or task order.

To constitute a proper invoice, the invoice must include the following information and/or 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 delivered or rendered

4. Description, unit price, extended price, and quantity of property and services delivered or rendered 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) or DUNS+4; and

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

7.8.1 USDA and the Invoice Processing Platform (IPP) - http://www.ipp.gov/vendors/index.htm

IPP is a government-wide secure web-based payment information service offered free of charge to government agencies and their suppliers by the U.S. Department of Treasury's Financial Management Service (FMS). One-time enrollment in IPP means that you will receive a series of e-mails from Treasury services. The first email will have the IPP Logon ID and link to the IPP application. A second e-mail, containing the password will be sent within 24 hours. Once you receive these emails, please login to the IPP application and complete the registration process. Benefits of registering with IPP include the ability for your company to create invoices directly from a contract award and submit them electronically, as well as:

1. e-mail notification when invoice(s) are paid

2. online payment history

3. remittance download

The e-mail notification of payment is sent when a payment is distributed to the COR when payment is sent.

The Contracting Officer is the only person authorized to approve changes in any of the requirements of this http://www.ipp.gov/vendors/index.htm http://www.ipp.gov/vendors/index.htm contract. This authority remains solely with the Contracting Officer. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and NO adjustment will be made in the contract price to cover any INCREASE in costs incurred as a result thereof.

7.9 Invoice Discrepancies

The COR will complete a preliminary review of invoices and the Contracting Officer will notify the Contractor of any discrepancies within seven (7) calendar days after receipt. if an invoice has discrepancies it will be rejected back to the contractor and the payment terms will start over when a correct invoice is provided.

7.10 Payment of Travel Costs

All travel costs must be preapproved and agreed upon via modification/contract task order prior to any travel by the CO and contractor. The COR will authorize the travel in accordance with the award.

The Contractor must include all travel reimbursement requests in their monthly invoice. Travel costs are reimbursed in accordance with the Federal Travel Regulations (FTR), see https://www.gsa.gov/policy-regulations/regulations/federal-travel-regulation-ftr . The COR or Contracting Officer/Administrative Contracting Officer may request or require specific documentation, as needed, to support the travel reimbursement request.

Note: The Government will not reimburse the Contractor or otherwise pay for commercial transportation, lodging, meals, or incidental expenses associated with local travel. Local travel is defined as travel within the area of a 50-mile radius of the primary place of performance (5 CFR Section 551.422(d)). In addition, the cost of travel by privately owned automobile will be reimbursed at the current GSA approved mileage rate if outside of the 50-mile radius.

7.11 Equitable Adjustment in the Case of Termination by USDA

If the resultant IDIQ contract/subsequent task orders are terminated for convenience, cause, or default, FAR part 49 procedures will be followed.

END OF SECTION 7. CONTRACT ADMINISTRATION

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https://www.gsa.gov/policy-regulations/regulations/federal-travel-regulation-ftr https://www.gsa.gov/policy-regulations/regulations/federal-travel-regulation-ftr

SECTION 8. SPECIAL CONTRACT REQUIREMENTS

8.1 Critical Contractor Support Services

This Indefinite Delivery-Indefinite Quantity (IDIQ) has been reviewed and has been determined that this procurement is not considered critical contractor support services.

8.2 Essential Contractor Support Services

During emergency and disaster contingency, some services listed within the PWS may be designated as “essential support” subject to the rules, regulations, laws, standards, and conventions, executive declarations, as identified by USDA. In the event of a national disaster or emergency, USDA may request the contractor to provide a written plan describing details of how they plan to support the requirements and continue to perform the essential contractor services for coverage of services.

The contractor’s plan will:

1. Identify provisions made for the acquisition of essential personnel and resources, if necessary, for continuity of operations for up to 30 days or until normal operations can be resumed;

2. Address in the plan, at a minimum –

a. Challenges associated with maintaining essential contractor services during an extended event, such as a pandemic that occurs in repeated waves;

b. The time-lapse associated with the initiation of the acquisition of essential personnel and resources and their actual availability on site(s);

c. Any established alert and notification procedures for mobilizing identified “essential contractor service” and personnel; and

d. The approach for communicating expectations to contractor employees regarding their roles and responsibilities during a crisis.

8.3 Disclosure of Conflicts of Interest Affecting Award and Performance

It is the Government’s policy to award contracts to only those offerors whose objectivity is not impaired because of any related past, present, or planned interest, financial or otherwise, in organizations regulated by an Agency or in organizations whose interests may be substantially affected by Departmental activities, based on this policy.

The offerors must provide a statement in its quote which describes in a concise manner all past, present or planned organizational, financial, contractual or other interest(s) which do or may result in any real or potential bias or conflict of interest on its part in performing its obligations under any contract which may result from this solicitation. The interest(s) described must include those of the offeror, its affiliates, proposed consultants, proposed subcontractors and key personnel of technical quote. Key personnel must include any person owning more than 20% interest in the offeror, and the offeror’s corporate officers, its senior managers and any employee who is responsible for deciding or taking an action on such contract where the decision or action can have an economic or other impact on the interests of an affected organization or individual.

The offeror must describe in detail why it believes, in light of the interest(s) identified in the above paragraph, that performance of the proposed contract can be accomplished in an impartial and objective manner.

In the absence of any relevant interest identified in this section, the offeror must submit in its quote a statement certifying that to its best knowledge and belief no affiliation exists relevant to possible conflicts of interest. The offeror must obtain the same information from potential subcontractors prior to award of a subcontract.

The Contracting Officer will review the statement submitted and may require additional relevant information from the offeror. All such information, and any other relevant information known by the Contracting Officer, will be used to determine whether an award to the offeror may create a conflict of interest. If any such conflict of interest is found to exist, the Contracting Officer may (1) disqualify the offeror, or (2) determine that it is otherwise in the best interest of the United States to contract with the offeror and include appropriate provisions to mitigate or avoid such conflict in the contract award.

The refusal to provide the disclosure or representation, or any additional information required may result in disqualification of the offeror for award. If nondisclosure or misrepresentation is discovered after award, the resulting contract may be terminated. If, after award, the Contractor discovers a conflict of interest with respect to the contract awarded as a result of this solicitation, which such conflict could not reasonably have been known prior to award, an immediate and full disclosure will be made in writing to the Contracting Officer. The disclosure will include a full description of the conflict, a description of the action the contractor has taken, or proposes to take, to avoid or mitigate such conflict. The Contracting Officer may, however, terminate the contract for convenience if he or she deems that termination is in the best interest of the Government.

8.4 Notification of Conflict of Interest Regarding Personnel

In addition to the requirements in paragraph 8.3 above, the following provisions regarding employees performing under this contract, will apply until the earlier of the following two dates: the termination date of the affected employee(s) or the expiration date of the contract Period of Performance (POP).

The Contractor agrees to immediately notify the Contracting Officer of (1) any actual or potential personal conflict of interest with regard to any of its employees working on or having access to information regarding this contract, or (2) any such conflicts concerning subcontractor employees or consultants working on or having access to information regarding this contract.

The Contractor agrees to notify the Contracting Officer, when it becomes known, if an employee may have a personal conflict of interest. If the conflict of interest does not become known until after performance of the contract begins, the Contractor will immediately notify the Contracting Officer of the personal conflict of interest and the employee will removed from performance of the contract until a determination has been made by the CO on the conflict of interest.

8.5 Contractor Performance Evaluations

Contractor performance evaluations will be prepared on the task orders issued against this IDIQ contract in accordance with FAR 42.1501 through 42.1503. Performance evaluations must be completed and submitted to the CO and COR at the expiration of a task order. The Government uses the Contractor Performance Assessment Review System (CPARS) as the primary method to complete evaluations. Performance evaluations will be conducted at the task order level for orders above the simplified acquisition threshold (SAT) and annually at the base IDIQ level.

The final performance evaluation will be prepared within 15 calendar days of the completion of work. At the discretion of the Contracting Officer, interim evaluations (completion of option periods - annual) will be performed. A copy of all evaluations will be provided to the Contractor through CPARS as soon as practicable after completion of the annual and final evaluation. The Contractor will be permitted thirty (30) days to review the document and to submit additional information or a rebutting statement.

The Government will consider any comments provided by the Contractor before finalizing a Performance Evaluation Report and the Contractor’s comments will be attached to the report. Any disagreement between the parties regarding an evaluation will be referred to the Contracting Officer for review. If there are disagreements between the Contracting Officer’s performance rating review and the Contractor, then the evaluation will be reviewed by the USDA Mission Area Senior Contracting Officer (MASCO) designated “Reviewing Official”. The Reviewing Official’s decision will be final.

Contractors are encouraged to visit www.cpars.gov for the free online training. Once the evaluation is read and released, the contractor will receive a second email alerting them the evaluation is ready for their review and comment. The Contractor will have thirty (30) days to respond to the evaluation.

Registration: The Contractor is required to register with the Contractor Performance Assessment Reporting System (CPARS. CPARS is a web- enabled system that collects and manages the library of automated Contractor Performance Assessment Reports. Registration information is provided at http://www.cpars.gov.

Note:

Unless the Contractor provides a different POC to the Contracting Officer after award, the Contracting Officer will use the Past Performance Point of Contact (POC) listed on the Contractors, System for Award Management (SAM) profile as the default Past Performance POC. This person will receive the above CPARS email alerts. The Contractor is responsible for the accuracy and completeness of the data within the SAM database. Copies of the evaluations, contractor responses, and review comments, if any, will be retained as part of the contract file and may be used by Federal Agencies to support future award decisions.

8.6 Excluded Functions and Responsibilities

8.7 Information Technology Accessibility for Persons with Disabilities- Section 508 Compliance

All services and Electronic Information Technology (EIT) delivered as result of deliverables placed under this contract must comply with accessibility standards in accordance with Federal Information Technology Accessibility as required by Section 508 of the Rehabilitation Act (29 U.S.C. 794d), as amended.

Requirements for accessibility based on Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) are determined to be relevant for the following program need: "Deliverables – Various electronic transmittal of report documents and program management interfacing as stated in the PWS). EIT Information Content includes topics that address EIT products and EIT related services. Section 508 must be considered as a requirement on the delivered content to ensure that it includes data and/or knowledge appropriate to specific Section 508 accessibility requirements. The specific requirements that apply depend upon the specific type of EIT referred to in the information content as well as the functional performance criteria detailed in the solicitation/contract.

http://www.cpars.gov/ http://www.cpars.gov/

END OF SECTION 8. SPECIAL CONTRACT REQUIREMENTS

SECTION 9. CONTRACT CLAUSES

9.1 Contract Clauses Incorporated by Reference

This IDIQ incorporates by reference the following:

9.1.1 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): For Federal Acquisition Regulation (FAR) clauses, see https://www.acquisition.gov/browse/index/far.

CLAUSE

NUMBER DATE TITLE

52.202-1 JUN 2020 Definitions 52.203-3 APR 1984 Gratuities 52.203-5 MAY 2014 Covenant Against Contingent Fees 52.203-7 MAY 2014 Anti-Kickback Procedures 52.203-8 MAY 2014 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity 52.203-10 MAY 2014 Price or Fee Adjustment for Illegal or Improper Activity 52.203-12 OCT 2010 Limitation on Payments to Influence Certain Federal Transactions 52.203-14 OCT 2015 Display of Hotline Poster(s) 52.203-15 JUNE 2010 Whistleblower Protections Under the American Recovery and

Reinvestment Action of 2009 52.203-16 JUL 2016 Commercial and Government Entity Code Reporting 52.203-19 JAN 2017 Prohibition on Requiring Certain Internal Confidentiality 52.204-12 OCT 2016 Unique Entity Identifier Maintenance 52.207-3 MAY 2006 Right of First Refusal of Employment 52.211-11 SEP 2000 Liquidated Damages – Supplies, Services or Research and Development 52.217-6 MAR 1989 Option for Increased Quantity 52.232-18 APR 1984 Availability of Funds 52.232-22 52.232-23

APR 1984

MAY 2014

Limitation of Funds Assignment of Claims

52.232-25 JAN 2017 Prompt Payment 52.232-39 JUNE 2013 Unenforceability of Unauthorized Obligations 52.333-3 AUG 1996 Protest After Award

JUNE 1985 Alternate 1 52.244-2 OCT 2010 Subcontracts 52.244-6 AUG 2019 Subcontracts for Commercial Items

9.2 FAR CLAUSES IN FULL TEXT

https://www.acquisition.gov/browse/index/far

9.2.1 52.204-14 Service Contract Reporting Requirements (Oct 2016)

(a) Definition. First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long- term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs.

The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed under this contract during the preceding Government fiscal year (October 1- September 30).

(b) The Contractor shall report the following information:

(1) Contract number and, as applicable, order number.

(2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the contract.

(3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year.

(4) Data reported by subcontractors under paragraph (f) of this clause.

(c) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the contracting officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor’s failure to comply with the reporting requirements a part of the Contractor’s performance information under FAR subpart 42.15.

(d) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency.

(f)(1)The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report:

(i)Subcontract number (including subcontractor name and unique entity identifier); and (ii)The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year.

(ii) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010.

(End of clause)

9.2.2 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 30 days of the expiration of the contract.

(End of clause)

9.2.3 52.217-9 Option to Extend the Term of the Contract (Mar 2000) https://www.sam.gov/ https://www.sam.gov/ https://acquisition.gov/content/part-42-contract-administration-and-audit-services#i1074222 https://acquisition.gov/content/part-4-administrative-and-information-matters#i1121357

(a) The Government may extend the term of this contract by written notice to the Contractor within the period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) Years.

(End of clause)

9.2.4 52.232-1 Payments (Apr 1984)

The Government shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified in this contract, payment shall be made on partial deliveries accepted by the Government if-

(a) The amount due on the deliveries warrants it; or

(b) The Contractor requests it and the amount due on the deliveries is at least $1,000 or 50 percent of the total contract price.

(End of clause)

9.2.5 52.232-19 Availability of Funds for the Next Fiscal Year (APR 1984)

Funds are not presently available for performance under this contract beyond FY2020. The Government’s obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond FY 2020, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of clause)

9.2.6 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (June 2016)

(a) Definitions. As used in this clause–

“Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

“Federal contract information” means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

“Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009). “Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

“Safeguarding” means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of Clause)

9.3 AGAR Clauses in Full Text (Ref: USDA Agriculture Acquisition Regulation (AGAR) FAR Supplement clauses, at https://acquistion.gov/agar.)

9.3.1 AGAR 452.211-3 Statement of Work/Specifications (Feb 1988) https://acquistion.gov/agar

The Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified), to perform the services in accordance with Attachment J-1 Performance Work Statement.

(End of Clause)

9.3.2 AGAR 452.211-4 Attachments to Statement of Work (PWS)/Specifications (Feb 1988)

The attachments to the Statement of Work/Specifications listed in Attachment J-1 Performance Work Statement are hereby made part of this solicitation and any resultant contract. The period of performance of this contract is anticipated to be from the time of award to one year following the date of award, with two Option Periods, if exercised, for an anticipated total of three years.

(End of Clause)

9.3.3 AGAR 452.224-70 Confidentiality of Information (Feb1988)

Confidential information, as used in this clause, means -- Information or data of a personal nature, proprietary about an individual, or (2) information or data submitted by or pertaining to an organization.

In addition to the types of confidential information described in (a)(1) and (2) above, information which might require special consideration with regard to the timing of its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause.

If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C.

552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act. Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization. Written advance notice of at least 45 days will be provided to the Contracting Officer of the Contractor's intent to release findings of studies or research, which have the possibility of adverse effects on the public or the Federal agency, as described in (b) above. If the Contracting Officer does not pose any objections in writing within the 45-day period, the contractor may proceed with disclosure. Disagreements not resolved by the Contractor and Contracting Officer will be settled pursuant to the "Disputes" clause.

Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.