S01 RFQ Kansas Title Services_12FPC124Q0064.pdf

United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS)

Kansas

Title Commitment, Closing Services, & Title Policy for Agricultural Conservation Easement Programs

RFQ: 12FPC124Q0064

FOR SOLICITATION INFORMATION: Brantt Lindsey Contracting Officer Brantt.Lindsey@usda.gov Phone: 816-610-1191

Julie Gavin Contract Specialist Julie.Gavin@usda.gov Phone: 605-858-6727

QUESTIONS DUE: September 3, 2024

1:00 PM CT

QUOTE DUE DATE/LOCAL TIME: September 10, 2024

1:00 PM CT

mailto:Brantt.Lindsey@usda.gov mailto:Julie.Gavin@usda.gov

A Solicitation/Contract Form

A.1 SF 1449 – to be provided upon award

A.2 Department/Agency

A.2.1 United States Department of Agriculture (USDA)

Natural Resources Conservation Service (NRCS)

A.3 Contracting Office

A.3.1 Farm Production and Conservation (FPAC)

A.3.2 Business Center Acquisition Division

A.3.3 Operations Branch – Central Section

A.4 Contracting Officer/ Contract Specialist

A.4.1 Contracting Officer:

Brantt Lindsey Brantt.Lindsey@usda.gov 816-610-1191

A.4.2 Contract Specialist:

Julie Gavin Julie.Gavin@usda.gov 605-858-6727

A.4.3 Contracting Officer is only individual who can legally commit or obligate Government for expenditure of public funds. Only contracting officer has authority to: (1) increase or decrease award amount; (2) direct or negotiate any changes; (3) modify or extend period of performance; (4) change schedule of completion; (5) authorize payment under order; (6) otherwise modify any terms or conditions of this Contract.

A.5 Program Office

A.5.1 Natural Resources Conservation Service (NRCS) Kansas State Office

A.5.2 Government Points of Contact:

A.5.2.1 David Driscoll Easement Program Coordinator Natural Resources Conservation Service 760 South Broadway Salina, Kansas 67401 David.Driscoll@usda.gov, 785-714-0565

A.5.2.2 Dean Krehbiel mailto:Brantt.Lindsey@usda.gov mailto:Julie.Gavin@usda.gov mailto:David.Driscoll@usda.gov

State Resource Conservationist Natural Resources Conservation Service 760 South Broadway Salina, Kansas 67401 Dean.Krehbiel@usda.gov

A.5.3 Program office point of contact will act as liaison to coordinate activities between Contractor and Contracting Officer, as required, in performance of work under this agreement. Program office point of contact has authority to provide technical clarification of contract requirements but does not have authority to modify any contract provisions, including, without limitation, changing scope of work, cost/price thereof, or performance delivery schedule(s) therefore. Technical clarification will be issued in writing within 5 (five) business days after verbal issuance.

End of Section mailto:Dean.Krehbiel@usda.gov

B SF 1449 Services/Supplies and Prices/Costs

B.1 Contract Type

B.1.1 Firm Fixed Price Purchase Order

B.2 Pricing

B.2.1 All Preliminary Titles have all been completed. Total cost includes all Title Commitments, Closings, Title Policies and Title Copies. See J.1 for list of property included.

B.2.2 Firm Fixed Price is $____________. (To be provided upon award)

C Statement of Work

C.1 INTRODUCTION

C.1.1 Objective

C.1.1.1 To obtain a title search, title commitment, post survey updates, final title policy, or closing services for acquisitions of conservation easements on behalf of United States of America, acting by and through the Natural Resources Conservation Service (NRCS), U.S. Department of Agriculture (USDA), pursuant to Title II of the Agricultural Act of 2014 (Public Law 113-79).

C.1.2 Background

C.1.2.1 Agricultural Conservation Easement Program (ACEP) - Wetland Reserve Easements (WRE) authorizes acquisition of easement rights from willing landowners for purpose of restoring and protecting wetlands and associated upland and riparian rights. NRCS is an agency within U.S.

Department of Agriculture responsible for administration of program.

C.1.2.2 Period of performance will be for 18 months.

C.1.2.3 Below is a table of terms and abbreviations utilized herein.

ACEP Agricultural Conservation Easement Program AGAR Agriculture Acquisition Regulation ALTA American Land Title Association EUI Entity Unique Identifier FAR Federal Acquisition Regulation FDIC Federal Deposit Insurance Corporation FPAC Farm Production and Conservation FTO Final Title Opinion IPP Invoice Processing Platform IRS Internal Revenue Service NRCS Natural Resources Conservation Service OGC Office of General Counsel PTO Preliminary Title Opinion RFQ Request for Quote SOW Statement of Work SAM System for Award Management USDA United States Department of Agriculture WED Warranty Easement Deeds WRE Wetland Reserve Easement

C.2 SCOPE

C.2.1 Contractor shall provide furnish sufficient labor, materials, transportation, equipment, tools, operating supplies, incidentals, etc. to complete work as specified in this statement of work.

Provide enough qualified personnel, in a timely fashion, to perform services with period of performance. Any reports and conclusions supplied under purchase order are for exclusive use of Government.

C.2.2 No disclosure is allowed of any conclusions, in whole or in part to any persons other than representatives of USDA/NRCS. Contractor shall coordinate and facilitate services as follows:

C.2.2.1 Provide title commitment (or title search and/or update of abstracts), including copies of all instruments that created rights, interests, or encumbrances on property, for proposed easement area and ingress-egress descriptions;

C.2.2.2 Work with NRCS and landowners to clear exceptions on title to property and resolve vesting interests;

C.2.2.3 Develop title commitment/binder, after NRCS provides legal description of easement area and purchase price for easement, including copies of all instruments that created rights, interests, or encumbrances on property, not included on preliminary title search, for easement boundary and ingress/egress descriptions;

C.2.2.4 Hold funds in escrow, provide closing protection coverage, and provide payment to proper recipient and comply with Internal Revenue Service (IRS) tax reporting Form 1099;

C.2.2.5 Obtain signatures on Warranty Easement Deeds (WED) provided by NRCS;

C.2.2.6 Obtain signatures on subordination agreements and limited lien waivers, affidavits, and any other necessary documents;

C.2.2.7 Record documents in local land records office (e.g., applicable county registrar or recorder’s office, county, or town clerk records office);

C.2.2.8 Provide a final title insurance policy using American Land Title Association (ALTA) U.S.

Policy 09-28-1991 (Revised 12/3/2012); and C.2.2.9 Provide other services, as necessary, to finalize easement transaction.

C.2.3 Contractor will provide above listed items to Government Point of Contact, see A.5.2.1.

C.3 STANDARDS AND RESPONSIBILITIES

C.3.1 Acquisition of program easement and any access easement is governed by requirements as follows:

C.3.1.1 Department of Justice Title Standards 2001;

C.3.1.2 Attorney General’s title regulations (1970), with two amendments (1974, 1990);

C.3.1.3 Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land

Acquisitions (2016); and C.3.1.4 NRCS regulations and policies governing the NRCS program under which the easement is being acquired.

C.3.2 Contractor will perform same services that are customarily provided in a commercial transaction, including chain of title, determination of ownership and interest share of surface and subsurface rights, securing and providing all underlying documents, obtaining and recording deeds, and any necessary curative instruments to ensure merchantable, insurable title to easement are in name of United States of America. Contractor is responsible for having up-to-date knowledge of requirements of State’s laws on title searches, closing real estate transactions, and title clearance. Title insurance company and its issuing agents must comply with State’s laws, including title insurance reserve requirements.

Contractor must be licensed to operate title insurance business in Kansas. Title insurance company must be approved by State’s insurance commissioner.

C.3.3 Contractor must obtain and maintain liability insurance coverage or indemnification in an amount equal to amount of Federal funds for each easement satisfactory to NRCS, acting on behalf of Commodity Credit Corporation, providing for reimbursement to NRCS for any loss of Federal funds caused by errors, omissions, fraud, dishonesty, negligence, or failure by attorneys, agents, or closing agent employees to comply with NRCS’s written closing instructions. American Land Title Association (ALTA) closing protection letter, revised 4/2/2014, is satisfactory to meet this condition of responsibility.

C.3.4 Contractor shall furnish all management, supervision, labor, equipment and resources needed to provide services described herein.

C.3.5 Non-Personal Services

C.3.5.1 Government shall neither supervise Contractor employees nor control method by which Contractor performs required tasks.

C.3.5.2 Under no circumstances shall Government assign tasks to, or prepare work schedules for individual Contractor employees, except for site lead.

C.3.5.3 Contractor is responsible to manage its employees and to guard against any actions that are of the nature of personal services or give perception of personal services.

C.3.5.4 If Contractor believes any actions constitute, or are perceived to constitute personal services, it shall be Contractor’s responsibility to notify Contract Specialist and Contracting Officer in writing, immediately.

C.3.6 Federal Holidays are as follows:

C.3.6.1 New Year’s Day (January 1st);

C.3.6.2 Martin Luther King Day (Third Monday in January);

C.3.6.3 President’s Day (Third Monday in February);

C.3.6.4 Memorial Day (Last Monday in May);

C.3.6.5 Juneteenth (June 19th);

C.3.6.6 Independence Day (July 4th);

C.3.6.7 Labor Day (First Monday in September);

C.3.6.8 Columbus Day (Second Monday in October);

C.3.6.9 Veterans Day (November 11th);

C.3.6.10 Thanksgiving Day (Fourth Thursday in November); and C.3.6.11 Christmas Day (December 25th).

C.3.7 Travel

C.3.7.1 Contractor is responsible for all travel associated with Title Services contained herein.

C.3.8 Invoicing

C.3.8.1 Invoices must be submitted electronically through the Invoice Processing Platform (IPP) system and in accordance with FPAC 4I-52.232-70 (Section E).

C.4 DESCRIPTION OF SERVICES

C.4.1 Title work includes four (4) enrollments (FY23) and three (3) applications (FY24) selected for Kansas ACEP-WRE. All seven (7) real properties have complete preliminary title searches.

C.4.2 Update Preliminary Title Search / Preliminary Title Commitment

C.4.2.1 NRCS shall provide Contractor with available surveys and preliminary title search upon award.

Contractor shall include Government POC at A.5.1 on Contractor’s initial request to county recorder’s office. Contact shall be made within seven (7) business days of receipt of survey and preliminary title search from NRCS.

C.4.2.2 Updated Preliminary Title Search otherwise called a Preliminary Title Commitment, must cover entire easement area and access for ingress and egress to easement area. If there are no exceptions to WED, NRCS will forward this to OGC for Preliminary Title Opinion (PTO).

C.4.2.3 Title commitment/binder must be from a licensed title insurance company. Contractor must obtain title commitment, which must cover both surveyed easement area and access for ingress and egress and have amount of the owner’s coverage listed as purchase price for easement. NRCS will provide a description of surveyed easement area and access for ingress and egress along with easement purchase price to contractor. Final title policy to “United States of America” may only be issued on American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

C.4.2.4 Title commitment should not contain an exception related to terms and conditions of Warranty Easement Deed (WED) to be recorded at closing. However, if such exception is required by title company, only language as follows is acceptable:

C.4.2.4.1 “All those rights reserved by the Grantor in that certain Warranty Easement Deed between ___________(Grantor) and the United State of America (Grantee), recorded ________, as Document No.________.”

C.4.2.5 Title commitment will be for a sufficient period of time for title company to insure title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud title of easement to be purchased, if different from preliminary title search provided by Government.

C.4.2.6 Upon receipt of title commitment, NRCS will forward documents to the USDA Office of General Counsel (OGC) Regional Attorney for a PTO. If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which must be cured. Contractor will be required to communicate with NRCS and landowner, proper procedure(s) for landowner to clear exceptions and obtain execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, and other types of releases of encumbrances on property.

C.4.2.7 Contractor shall provide final title commitment to Government POC at A.5.1 within seven (7) business days of receipt of documented encumbrances from county recorder’s office.

C.4.3 Closing Services

C.4.3.1 Closing services begin with a compete updated preliminary title commitment approved by OGC in the form of a PTO. NRCS then issues a closing instructions letter to the title company once all instructions have been adequately satisfied NRCS will notify the contractor to invoice IPP.

C.4.3.2 After receiving surveyed legal description from NRCS, Contractor must provide an updated title commitment, which must cover both easement area and access for ingress and egress. Preliminary title commitment update must be provided to designated NRCS contact identified on the attachment to this statement of work Government POC at A.5.1 within 14 business days of receiving request from NRCS. In event of acreage changes, after completion of survey, title commitment must be updated to provide adequate owner’s coverage.

C.4.3.3 Upon receipt of updated preliminary title commitment, NRCS will forward preliminary title commitment and other related documentation to USDA OGC regional attorney for a Preliminary

Title Opinion (PTO). If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which exceptions must be cured.

C.4.3.4 Preliminary Title commitment must not contain an exception related to terms and conditions of WED to be recorded at closing. However, if such exception is required by title company, proposed language (provided by NRCS) for such exception must be approved prior to closing by OGC.

C.4.3.5 NRCS will provide NRCS’s closing instructions and applicable instructions from OGC PTO identifying requirements that must be met before easement can be closed. Contractor must communicate with NRCS and landowner regarding proper procedures for landowner to clear exceptions and Contractor must obtain execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, child support, and other types of releases of encumbrances on property.

C.4.3.6 Contractor must establish an escrow account in a Federal Deposit Insurance Corporation (FDIC) insured account for payment of easement associated with closing and include escrow account information in System for Award Management (SAM) registration. Contractor will be responsible for Form 1099 reporting of easement payment to Internal Revenue Service (IRS). NRCS will prepare documentation needed to authorize payment to escrow account when notified of closing date. In certain cases, as stated in NRCS closing instructions, contractor may be required to withhold a portion of payment for property taxes or assessments that are not yet determined or payable in an escrow account and process payments when due.

C.4.3.7 Contractor is required to close within 30 calendar days of receipt of Federal funds from U.S Treasury by electronic funds transfer. Contractor will not close any transaction or record deeds or other instruments prior to receiving NRCS closing instructions letter and OGC PTO requirements.

C.4.3.8 Prior to closing easement, Contractor must ensure that following have occurred:

C.4.3.8.1 No new encumbrances have been recorded against subject property since date of most recent title commitment/binder, no adverse change in title has occurred, and there are no intervening matters affecting title that might result in a new title exception to policy. If any new encumbrances have been recorded against subject property or other adverse changes in title have occurred since date of most recent title commitment/binder, notify NRCS technical representative immediately and do not proceed until further instructions are received.

Contractor may be required to provide a pro forma title policy, marked up title commitment, or an updated title commitment, to confirm all title requirements will be met at or prior to closing.

C.4.3.8.2 Contractor has received electronic funds transfer of easement payment in Contractor escrow account.

C.4.3.8.3 Contractor is prepared to issue policy of title insurance referred below.

C.4.3.8.4 All exceptions required to be removed, released, subordinated, waived, or otherwise handled as set forth in NRCS closing instructions have been completed, applicable clearance documents recorded, and all other requirements met. Proposed subordination agreements, satisfactions, releases, partial releases, and other title curative documents to be signed at closing will be provided to NRCS for review and approval at least three (3) business days prior to closing.

C.4.3.8.5 Compliance with any listed title commitment/binder requirements.

C.4.3.8.6 Review Warranty Easement Deed according to NRCS closing instructions and ensure proper names and marital status are correct.

C.4.3.8.7 Contractor must provide a copy of the proposed HUD-1 Settlement Statement to NRCS for review and approval as least three (3) business days prior to closing.

C.4.3.9 Contractor must schedule execution of Warranty Easement Deed with landowner at a mutually agreed upon location and time. Preferred location is local NRCS service center; however, deed execution may take place at any agreed-upon location. Contractor must obtain properly executed and acknowledged deed from landowners conveying conservation easement, including associated ingress and egress to easement area. Contractor must ensure deed contains all required signatures, release of dower rights, and all signatures are in proper form and have been acknowledged, acknowledgement certificates are in proper form and have been completed correctly, and deed contains all of necessary exhibits. Contractor must also obtain NRCS signatures on the Warranty Easement Deed.

C.4.3.10 When signed documents are returned, Contractor must record deeds and other instruments as necessary, and ensure the following have occurred:

C.4.3.10.1 Contractor must ensure that no new encumbrances have been placed on the property prior to recording the Warranty Easement Deed;

C.4.3.10.2 NRCS receives an electronic copy of executed deed;

C.4.3.10.3 Contractor must record Warranty Easement Deed, exhibits, and any necessary title curative documents within five (5) business days of execution;

C.4.3.10.4 All taxes and homeowners’ assessments are paid to date Warranty Easement Deed is recorded.

C.4.3.10.5 Contractor must issue a policy of title insurance on ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12) , with “United States of America” named as insured party in full amount of easement compensation amount identified on Warranty Easement Deed as of time and date of recording of Warranty Easement Deed. Said policy of title insurance must be free and clear of any and all encumbrances to title except those shown as acceptable in NRCS closing instructions and insure United States’ interest in easement area and right of ingress/egress thereto. Final policy should reflect execution and recording information pertaining to insured easement, such as:

C.4.3.10.5.1 “30-Year or Perpetual Easement granted by_______to United States of America, by Warranty Easement Deed dated________ and recorded_______ in Deed Record pages _____in the Office of the Recorder of ________ County,__________.”

C.4.3.10.6 Complete IRS tax reporting Form 1099 for full easement compensation amount, as identified in WED, issued to appropriate parties. Contractor must return following package to designated Government POC at A.5.1 within five (5) business days of receipt of recorded documents from local land records office:

C.4.3.10.6.1 Policy of title insurance (original and one copy), ALTA U.S. Policy Form 9-28-91 (Revised 12/3/2012);

C.4.3.10.6.2 Recorder’s certified copy of ACEP WRE WED and a recording receipt;

C.4.3.10.6.3 Recorder’s certified copies of any curative documents, including subordination agreements;

C.4.3.10.6.4 Original and one copy of executed settlement statements;

C.4.3.10.6.5 Record of disbursement of funds to landowner; and

C.4.3.10.6.6 Completed IRS Form 1099 issued to landowners.

C.4.3.11 Upon receipt of final documents, NRCS will request a Final Title Opinion (FTO) from the OGC. If FTO identifies issues that were not resolved by Contractor in accordance with NRCS closing instructions and OGC PTO requirements, NRCS will notify Contractor of required remedies. If necessary, corrections were originally identified in NRCS closing agent requirements form or NRCS closing instructions, such corrections must be done at no additional cost to NRCS and returned to Government POC, A.5.2.1 within 14 business days of notification of such issue. Upon receipt of an OGC FTO indicating all NRCS closing instruction and OGC PTO requirements have been met, NRCS will process Contractor’s payment for closing services.

C.5 CONFLICT OF INTEREST

C.5.1 Contractor must not close a NRCS easement purchase for their spouse, children, partners, or business associates, nor have a financial interest in real estate covered by proposed easement.

DELIVERABLES

C.5.2 Timely completion of deliverables is essential to a successful outcome. Below are the required due dates for each requirement/task.

Item # Description SOW Section Due Date

1 Update Preliminary Title Search / Preliminary Title Commitment

C.4.2

Within seven (7) business days of receipt of documented encumbrances from county recorder’s office

2 Closing Services C.4.3

Within 30 calendar days of receipt of Federal funds from U.S Treasury by electronic funds transfer

C.6 CLOSING AGENT QUALIFICATIONS

C.6.1 Responsible for having up-to-date knowledge of requirements of State of Nebraska law in connection with closing real estate transactions and title clearance.

C.6.2 Title insurance company and its issuing agents must comply with all Nebraska State laws, including title insurance reserve requirements.

C.6.3 Agent must be licensed to engage in title insurance business in Nebraska. Title insurance company must be approved by State Insurance Commissioner.

C.7 SPECIAL REQUIREMENTS

C.7.1 Restrictions Against Disclosure

C.7.1.1 Contractor agrees, in contract performance, to keep all information contained in source documents or other media furnished by Government in strictest confidence. Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in Contractor’s possession, to those employees needing such information to perform work provided herein (e.g., on a "need to know" basis). Contractor shall immediately notify Contracting Officer, in writing, in event Contractor determines or has reason to suspect a breach of requirement.

C.7.1.2 Work performance required by Statement of Work will involve access to potentially sensitive information about governmental and landowner issues. All Contractor personnel must comply with provisions of Privacy Act of 1974, 5 U.S.C. Section 552a and AGAR 452.224-70 Confidentiality of Information, see Section I. Contractor’s employees must comply with NRCS guidelines and requirements regarding disclosure of personal information protected under section 1244 of Food Security Act of 1985, as amended (16 U.S.C. Section 3844), and information protected under section 1619 of Food, Conservation, and Energy Act of 2008 (Public Law 110- 246), 7 U.S.C.

Section 8791.

C.7.2 Civil Rights and Program Delivery

C.7.2.1 Contractor assures Government that program or activities provided for under purchase order will be conducted in compliance with all applicable Federal Civil Rights laws, rules, regulations, and policies.

D Reserved

E Inspection and Acceptance

E.1 Acceptance of service will take place upon completion of title and closing services.

E.1.1 Acceptance will be determined by Government Point of Contact, A.5.2.1.

E.1.2 Acceptance will be based on if requirements under Section C are met.

E.1.3 Government Point of Contact or Contracting Officer reserves right to review all work products required under contract for acceptability as needed. Government shall notify Contractor whenever revisions deliverables are required in order for deliverables to be deemed acceptable.

F Performance

F.1 Period of Performance

F.1.1 Period of performance for award shall be for 12 months, 10/02/2024 – 9/30/2025.

G Invoicing

G.1 Farm Production and Conservation (FPAC) Clauses

G.1.1 FPAC 4I-52.232-70 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS – INVOICE

PROCESSING PLATFORM (IPP)

Invoices must be submitted electronically through U.S. Department of the Treasury’s Invoice Processing Platform System (IPP). Contractor must use IPP website (https://www.ipp.gov) for submitting invoices.

Invoices submitted by means other than IPP will not be accepted unless Contracting Officer authorizes alternate procedures in writing.

Under contract, the following document(s) are required to be submitted as attachment(s) to IPP invoice:

1) Contractor invoice detailing service performed.

G.1.2 USDA pays for services in arrears (after service is completed). No payments will be made prior to completion of service.

G.1.3 Payment will be made after receipt of invoice or acceptance of service whichever is later.

G.2 Payment Schedule

G.2.1 Upon submittal of Contractor invoice to IPP.gov, contractors may be paid up to (2) separate payments for each real property listed in price schedule. Payments shall be made as follows:

G.2.1.1 Payment for updating preliminary title search will occur upon receipt and approval of all deliverables identified above in section C.4.2.

G.2.1.2 Payment of Contractor’s closing fee, recording costs, and policy premiums will occur upon final review and approval by NRCS or OGC of all deliverables identified in C.4.3., including satisfactory completion of any required remedies or corrections.

H Special Contract Requirements

H.1 Special Requirements

H.1.1 Limitation of Authority

H.1.1.1 Government Point of Contact is responsible for monitoring Contractor’s performance. Any proposed modifications to contract, such as changes to scope of work, or to terms and conditions of contract must be authorized by Contracting Officer.

H.1.2 Conflict of Interest

H.1.2.1 If for any reason agency or Contractor determines Contractor faces a potential, perceived, or real conflict of interest, agency shall notify Contractor or Contractor shall notify agency, and Contractor shall cease all work on, reassign task, or proceed at discretion of agency. At agency's option, Contractor may provide an acceptable replacement.

I Provisions and Clauses

I.1 Farm Production and Conservation (FPAC) Provision

I.1.1 FPAC 4I-52.233-70 Protests to the Agency

An agency protest filed with the contracting officer shall be sent to the contracting officer’s mailing address or email address listed in the solicitation. The contractor should contact the contracting officer to verify the mailing or email address prior to delivering a protest.

The independent review of a contracting officer’s decision regarding a protest described at FAR 33.103(d)(4) is not available as an alternative to consideration of the protest by the contracting officer.

An independent review is available only as an appeal of the contracting officer’s decision on a protest.

An appeal must be filed within ten (10) calendar days of the protestor’s receipt of the contracting officer’s decision, otherwise the appeal will be deemed untimely and not considered. The appeal must be directed to the Head of the Contracting Activity but sent to the contracting officer.

The protest must contain all of the elements required by FAR 33.103(d)(2). Failure to substantially comply with any of the requirements of FAR 33.103(d)(2) may be grounds for dismissal of the protest.

(End of Provision)

I.2 Federal Acquisition Regulation (FAR) Provisions

I.2.1 52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation (JAN 2017)

I.2.2 52.204-7 System for Award Management (OCT 2018)

I.2.3 52.204-16 Commercial and Government Entity Code Reporting (AUG 2020)

I.2.4 52.204-24 – Representation regarding certain telecommunications and video surveillance services and equipment (NOV 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services— Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications- Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision—

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

https://www.acquisition.gov/far/52.204-26#FAR_52_204_26 https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.acquisition.gov/far/52.204-26#FAR_52_204_26 https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) ( https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(d) Representation. The Offeror represents that—

(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.

The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that—

It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

https://www.sam.gov/

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided;

and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable);

and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of Provision)

I.2.5 52.204-26 - Covered Telecommunications Equipment or Services-Representation (OCT 2020)

Definitions. As used in this provision, "covered telecommunications equipment or services" and "reasonable inquiry" have the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(1) Representation. The Offeror represents that it □ does, □ does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(2) After conducting a reasonable inquiry for purposes of this representation, the offeror represents that it does, does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services.

(End of Provision)

I.2.6 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (SEP 2023)

I.3 Agriculture Acquisition Regulation (AGAR) Clauses

I.3.1 AGAR 452.204-70, Modification for Contract Closeout (DEVIATION JUNE 2024)

“Upon contract closeout for contracts utilizing anything other than cost reimbursement:

(a) If unliquidated funds in the amount of $1000 or less remain on the contract, the Contracting Officer (CO) shall issue a unilateral modification for deobligation. The contractor will receive a copy of the modification but will not be required to provide a signature. The CO shall immediately proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

(b) Upon contract closeout for contracts utilizing SAP: if unliquidated funds of more than $1000 remain on the contract, the CO shall issue a bilateral modification for deobligation. The contractor will receive a copy of the modification and will be required to provide a signature. (The CO may also request a “Contractor Release of Claims” be completed by the contractor, although not required for contracts and orders using SAP.) If the bilateral modification and/or Release of Claims are not returned to the CO within 60 days, the CO shall release the modification as unilateral and proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

(c) Upon contract closeout for contracts utilizing anything other than cost reimbursement, if unliquidated funds of more than $1000 remain on the contract, the CO shall issue a bilateral modification for deobligation. The contractor will receive a copy of the modification and a ‘‘Contractor Release of Claims’’ and will be required to provide a signature on both forms. If the bilateral modification and Release of Claims are not returned to the CO https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.sam.gov/ within 120 days, the CO shall release the modification as unilateral and proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.”

(End of Clause)

I.3.2 AGAR 452.211-72 – Statement of Work/Specifications (FEB 1988)

Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified), to perform the objectives set forth in the Statement of Work/Specifications referenced in Section C.

(End of Clause)

I.4 Federal Acquisition Regulation (FAR) Clauses

I.4.1 52.204-13 System for Award Management System for Award Management Maintenance. (OCT 2018)

I.4.2 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

I.4.3 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014)

I.4.4 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (NOV 2021)

(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.

(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).

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

(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 products or commercial services, 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.

I.4.5 52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services (NOV 2023)

I.4.6 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—

Commercial Products and Commercial Services. (MAY 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) ( 31 U.S.C.

3903 and 10 U.S.C. 3801).

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

☐ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

☐ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) ( 41 U.S.C. 3509)).

☐ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

☒ (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

https://www.acquisition.gov/far/part-52#FAR_52_203_19 https://www.acquisition.gov/far/part-52#FAR_52_204_23 https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.acquisition.gov/far/part-52#FAR_52_209_10 https://www.acquisition.gov/far/part-52#FAR_52_232_40 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://www.acquisition.gov/far/part-52#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/link/uscode/10/4655 https://www.acquisition.gov/far/part-52#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_203_15 https://www.acquisition.gov/far/part-52#FAR_52_203_17 https://www.govinfo.gov/link/uscode/41/4712 https://www.acquisition.gov/far/part-3#FAR_3_900

☐ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L.

109-282) ( 31 U.S.C. 6101 note).

☐ (6) [Reserved].

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

C).

☐ (8) 52.204-15, Service Contract Reporting Requirements for…