APPRAISAL_-BPA-SOW_08022013.docx

Solicitation Number:60-7B42-3-S0001

USDA APPRAISAL SERVICES

SECTION 1: BLANKET PURCHASE AGREEMENT

A.1 Introduction and Overview.

USDA, Rural Development seeks to retain the services of qualified persons or firms (hereinafter the (“contractor”) to provide appraisal services for single family residential properties. The Contractor shall furnish all materials, supplies, tools, equipment, personnel, and travel and complete all requirements of the specific Call Order including performance of the services listed herein. The purpose of the appraisal assignment is for estimating the value of single family housing real estate owned (REO)/ custodial properties, servicing, and loan making, in the USDA – Rural Development program (s). The Contractor will provide the services upon receiving a Call Order from Rural Development and produce an appraisal report to be delivered to the reviewing official within the timeframe specified in the Call Order.

Prior to accepting an assignment or entering into an agreement to perform, the Appraiser is to comply with the “Competency Rule” as stated in the current edition of the Uniform Standards of Professional Appraisal Practice.

The resulting acquisition vehicle will be a multiple award BPA.

Notice of Total Small Business Set-Aside This is a notice that this Blanket Purchase Agreement is a total set aside for small business concern. Only quotes submitted by small business concerns will be accepted by the Government. Any quote that is submitted by a contractor that is not a small business concern will not be considered for award.

A.2 Background

Rural Development expects to require the services of qualified persons or firms to provide appraisal services for single family residential properties.

A.3 Standards

SINGLE FAMILY HOUSING APPRAISALS (REAL ESTATE OWNED

(REO)/CUSTODIAL/SERVICING/LOAN MAKING)

The appraisal will be emailed to the reviewing official with documentation, including comparables, for real estate property supporting the final value estimate, as specified by the Call Order for each appraisal request.

SINGLE FAMILY HOUSING APPRAISALS – LOAN MAKING, SERVICING, REAL ESTATE OWNED (REO), AND ACQUISITION PROCESSING:

A. Scope of Work or Task Assignment:

a. The appraisal assignment shall be prepared as per the current edition of the Uniform Standards of Professional Appraisal Practice (USPAP), Standard 1.

The minimum reporting standard shall be the Summary Appraisal Report, as per USPAP Standard Rule 2-2 (b), unless a different reporting standard is assigned in writing.

The extent of the Cost Approach:

• The Cost Approach is required for properties with improvements less than one year old, and developed as per USPAP Standard Rule 1-4 (b) (i, ii, iii).

• The Cost Approach is required to develop an opinion of the site value only, for properties with improvements greater than one year old, as per USPAP Standard Rule 1-4 (b) (i).

b. Upon receipt of a Call Order, the contractor will make arrangements to conduct an interior/onsite inspection of the property, including all improvements.

c. The appraiser shall develop an opinion of the highest and best use of the subject property and report this opinion as per USPAP Standard Rule 2-2 (b) (ix).

d. The appraisal will reflect Market Value of the property supported by the three approaches to value (Sales Comparison Approach, Cost Approach and the Income Approach, if applicable). Economic life estimates should be derived using current Marshall & Swift Residential Handbook or other credible source.

e. Comparable sales used will be less than 12 months and located in the market area of the subject property. The appraiser report must list all previous sales of comparables within the last 12 months and 36 months for subject transactions as per USPAP Standard Rule 1-5 (a) and (b).

f. The appraisal report will be prepared using the appropriate appraisal forms (see below). Appraisal to be in accordance with USDA Rural Development regulations and those standards generally acceptable to recognized appraisal associations. Pictures of subject property (with improvements) and the comparable sales used will be included.

NOTE: Appraisers must retain all assignment data in the appraiser’s work file.

Acceptable Report Formats include: The current Uniform Residential Appraisal Report (URAR), location map(s) for subject and comparables, flood map, improvement floor plan sketch, and any other information/documentation needed to support the final value.

SPECIAL REQUIREMENTS:

1. All appraisers must be active in the National Registry on the Appraisal Sub-Committee (www.asc.gov).

2. All appraisers must be a Certified General or Residential Appraiser in the State of Louisiana.

3. All appraisers must be registered in the Systems for Awards Management (SAM) system.

4. Appraisers and their affiliates are ineligible to purchase property or to receive loan assistance for property they have appraised.

5. The Government shall provide copies of agency appraisal regulations and instructions upon request.

6. If required, sign necessary paperwork/documents upon request from USDA Rural Development, Sheriff’s Office, etc.

7. Appraisers or members of his/her staff shall make every effort to inspect the interior of each subject property. The USDA Rural Development appraisal reviewer can usually be very helpful in this matter. If unable to gain entrance to inspect the interior, contact the reviewer before the appraisal is completed. It is of the utmost importance to view the interior of the dwelling. For loan making appraisals, the interior MUST be inspected – no exceptions, include photographs documenting the interior inspection.

Interior photographs should include the living room, kitchen, bathroom, furnace, central air unit, water heater, electrical panel and photographs of any suggested repairs.

8. In the case of an appraisal for a Sheriff’s Sale, other USDA Rural Development Sheriff Sales or sales of a similar distressed nature may be used for comparables if less than 12 months and located in the market area. When you are authorized to use these comparables, Item 2, Acquisition Processing, and Item 5, Other, will be marked on the Order Description. If possible, for this type of appraisal assignment, it is extremely important to view interior of the dwelling.

ACCEPTABLE APPRAISAL FORMS

The URAR (FNMA Form 1004/FHLMC Form 70). The revised form excludes information on manufactured homes and condominiums. This form can be found at the following websites:

http://www/efanniemae.com/sf/formsdocs/forms/pdf/sellingtrans/1004.pdf http://www.freddiemac.com/sell/forms/pdf/70_0305.pdf

The Manufactured Home Appraisal Report and addendum (FNMA Form 1004C/FHLMC Form 70B) have been combined into one appraisal report. The two documents will be one and the same. This form can be found at the following websites:

http://www.efanniemae.com/sf/formsdocs/forms/pdf/sellingtrans/1004c.pdf http://www.freddiemac.com/sell/forms/pdf/70b_0305.pdf

The Exterior-Only Inspection Residential Appraisal Report (FNMA Form 2055/FHLMC Form 2055) has been created for appraisals with exterior inspections only. SFH will not use this form for originating mortgage loans. It may be used during servicing or foreclosures when applicable. This form can be found at the following websites:

http://www.efanniemae.com/sf/formsdocs/forms/pdf/sellingtrans/2055.pdf http://www.freddiemac.com/sell/forms/pdf/2055_0305.pdf

DELIVERY DEADLINE:

The Firm shall complete and deliver the completed order within seven (7) calendar days for Loan Making Appraisals and within ten (10) calendar days for Acquisition Processing Appraisals of the order being placed.

AUTHORIZED ORDERING OFFICIALS AND DOLLAR LIMITATIONS

USDA Rural Development personnel authorized to place orders under this agreement are listed below. They will be referred to as Ordering Officials. Any individual duly acting in the capacity of the position by a designation as “Acting” or any individual appointed to the position will be authorized to order.

POSITION DOLLAR/QUANTITY LIMIT PER ORDER

Contracting Officer (CO) $500,000

Administrating Contracting Officer (ACO) $25,000

Single Family Housing Program Director (SFHPD) $500.00 or Designee

Any order exceeding the Ordering Official’s delegated authority, or not approved by the Contracting Officers’ is outside the scope of the agreement. Orders in excess of this amount shall not be honored or accepted by the Contractor. Failure to comply with this provision may result in termination of the BPA.

Any order at or above the micro-purchase threshold ($3,000) is subject to competitive quotes, and must be approved by the administrating contracting officer.

DELIVERY TICKETS:

All deliveries under this agreement shall be accompanied by a deliver y ticket which shall contain the following information:

1. Name of Firm 4. Order number 2.BPA number 5. Cases being delivered

3. Date of Order 6. Date mailed/delivered

PLACEMENT OF ORDERS:

a. Individual call orders will be placed on a rotational basis with all BPA holders.

b. Contractor will not be considered for award if they do not meet the Section Standards.

c. Required registration: Contractors/individuals providing appraisal services to USDA RD must have an active registration in the System for Award Management (SAM). Information and registration requirements for SAM can be found at www.SAM.gov.

DUNS Number: ______________________________

TAX ID: ____________________________________

ASSIGNMENT OF CASES

Each call order submitted and accepted by the Contractor shall be acknowledged in writing to the SFHPD or designee; or administrating contracting officer within 3days of receipt. The call order/acceptance agreement will contain Standard Form 1449 (SF-1449), and documents pertaining to the assigned case. All assignments must contain a Call Order/Acceptance Agreement and a signed Standard Form 1449 by the Administrating Contracting Officer. Acknowledgement of assignment and acceptance of work order will be in the form of Contractor or authorized representative signing and dating Form SF-1449, and Call Order/Acceptance Agreement.

BPA Terms and Conditions

Contractor shall:

Furnish sufficient labor, materials, transportation, equipment, operating supplies, and incidentals to complete the work as specified in each order.

Perform all services in a professional manner, using due professional care in all parishes affected by each specific order in Louisiana.

Provide a sufficient number of qualified personnel and, in a timely fashion, perform the services according to the delivery schedule specified in each order.

Not remove, replace, or otherwise reassign any personnel without prior approval of the Government, unless such person’s employment with the Contractor was terminated by the employee of the Contractor, or for any other lawful cause for cessation of employment. The Government reserves the right to pre-approve assignment of each original and any replacement staff proposed by the contractor.

In the event of the assignment of an unqualified individual to an order, the Contractor acknowledges and agrees that it shall promptly remove such personnel and that the Government will not incur additional cost due to the replacement of the individual. Further, the Contractor shall bear all cost related to training and educating any individuals to perform services under this BPA.

All work shall be performed by, or under the direct supervision of the Contractor. All work performed by others must be reviewed and approved by the Contractor prior to submission of the required documents to the Government.

Request deviations from the specifications of this BPA in writing. Approval or disapproval of these requests will be in writing from the Contracting Officer.

The Contractor shall complete the following items in each case unless instructed to stop work by the SFHPD or designee, Administrating Contracting Officer or Contracting Officer.

BILLING CYCLE:

We request that Firms under this BPA submit their invoices with the completed task. See sample “Invoice for Payment” attached for your guidance.

The NEGOTIATION AUTHORITY for orders placed under this BPA is 41 USC 252 © (3).

E.3 RECORDS & REPORTS OF CONTRACTOR ACTIVITY

The Contractor shall maintain detailed records of all activities under this agreement and those records will be subject to USDA Rural Development review. The Contractor shall provide the SFHPD or designee and the Administrating Contracting Officer with copies of complaints.

E.4 RETURN OF CASES TO USDA

USDA, Rural Development reserves the right to reclaim a case for any reason.

F. CASES PENDING AT AGREEMENT EXPIRATION

Cases that have been assigned to the Contractor prior to the expiration of the agreement shall be completed within the terms and conditions of the agreement.

I. CONTRACTING OFFICER’S REPRESENTATIVE (COR) or CONTRACTING OFFICER TECHNICAL REPRESENTATIVE (COTR)

1. The COR or COTR will act as the Contracting Officer’s representative for technical matters, providing technical direction and discussion as necessary with respect to the specification or statement of work, and monitoring the progress and quality of contractor performance. The representative is not an Administrative Contracting Officer and does not have the authority to take any action, either directly or indirectly that would change the pricing, quantity, quality, place of performance, delivery schedule, or any other terms and conditions of the contract. Nor does the representative have the authority to direct the accomplishment of any effort which goes beyond the scope of the Statement of Work in the contract.

2. When, in the opinion of the Contractor, the Government Representative requests effort outside the existing scope of the contract, the Contractor shall promptly notify the Administrating Contracting Officer in writing. The Contractor shall take on action under such direction until the Administrating Contracting Officer has issued a modification to the contract or has otherwise resolved the issue.

K. PERIOD OF PERFORMANCE

The term of any BPA awarded as a result of this RFQ shall be one year with a multiple option years from the date of award. The BPA may be extended for a period not to exceed 2 years and 6-months after the original ending date. IAW FAR Clause 52.217-8.

In the event of termination of the BPA any outstanding orders must be completed.

The vendor shall furnish the services only as required by USDA, Rural Development Ordering Officials, during the period specified.

Any services to be furnished under this BPA shall be ordered by issuance of delivery orders or task orders by the Administrating Contracting Officer or SFHPD or designee.

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

L. EXTENT OF OBLIGATION

The USDA, Rural Development is obligated only to the extent of authorized purchases actually made under the BPA. The USDA, Rural Development is not obligated to place any orders with the vendor under this BPA. This BPA does not obligate any funds. Funds will be obligated on each individual order issued. The vendor is not obligated to accept orders under this BPA. However, if the vendor accepts an order, he/she is obligated to provide the services/end products under the terms and conditions of this agreement.

M. TERMINATION FOR CONVENIENCE OR FOR CAUSE

The Contracting Officer, by written notice, may terminate any individual order or the BPA itself for the Government’s convenience or for cause.

N. PRICING

Pricing to the USDA, Rural Development shall be as low as or lower than prices charged to the vendor’s most favored customers for comparable quantities under similar terms and conditions in addition to any trade or prompt payment discounts offered.

Please indicate the parishes in Louisiana that your company is ready, willing, and able to provide the services for. Annotate “N/A” if not willing or able to provide services to a specific Parish:

O. PROMPT PAYMENT DISCOUNTS: The Prompt Payment Act, FAR 52.232-25 (OCT 2008), allows the Government to issue payment on the 30th day after receipt of a proper invoice from the Contractor, or the 30th day after Government acceptance of supplies delivered or services performed, whichever comes later, unless a discount is offered. Please indicate below any prompt payment discounts you offer. If you offer no discounts, you may leave this section blank.

__________%, 10 days; __________% 20 days; __________% 30 days

P. CONTRACTOR EXCELLENCE

The Contractor agrees that he/she will be responsive to the delivery dates and specifications requirements as set forth in each delivery order. Failure to comply with this provision may result in termination of the BPA.

S. INSPECTION AND ACCEPTANCE

Deliveries will be reviewed for compliance with the BPA within 7 days of receipt of the completed product. The Ordering Official will inspect and accept the work. No payment will be made until work is accepted.

The Government (USDA) shall have the right to send its officers and employees into the offices and plants of the contractor for inspection of the facilities and operations provided for the performance of any work under this contract. On the basis of such inspection, the Contracting Officer may require specific measures in cases where the contractor is found to be noncompliant with contract safeguards.

T. DISCLOSURE OF "SENSITIVE BUT UNCLASSIFIED" INFORMATION SAFEGUARDS

Any USDA Information made available or to which access is provided, and which is marked or should be marked "Sensitive but Unclassified Use Only", shall be used only for the purpose of carrying out the provisions of this contract and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of the contract.

Disclosure to anyone other than an officer or employee of the contractor or subcontractor at any tier shall require prior written approval of the USDA. Requests to make such disclosure should be addressed to the USDA Contracting Officer.

U. PERFORMANCE MONITORING

For performance-based task orders, performance metrics will be identified in each task order. Task order performance will be evaluated based upon the identified metrics.

V. BPA Cancellation This BPA may be terminated by the Government at any time provided at least 30 days advance written notice is provided to the contractor. The contractor, with the written consent of the ACO, may terminate this BPA upon at least 30 days written notice. The parties agree that termination of the BPA does not constitute termination of any active task order issued prior to this the termination notice. Active task orders will be terminated in accordance with FAR 52.212-4.

W. BILLING INSTRUCTIONS

The Contractor shall submit an original itemized invoice for all services completed.

Invoices shall not be submitted until the services have been performed. The Contractor’s billing name must agree with the Contractor’s name on the agreement. Inquiries relating to payments may be directed at:

USDA – RURAL DEVELOPMENT

Attn: Faye Hornsby 3727 Government St.

Alexandria, LA. 71302 Faye.hornsby@la.usda.gov LA-RDDIRECT-PROCESS@la.usda.gov

Y. PAYMENT

Invoices shall be submitted individually for all appraisals completed and delivered. Invoices shall identify the specific appraisal case and shall be itemized to reflect the contractor’s basic fee.

All payments under this Agreement will be made under the Prompt Payment Act. (See FAR Clause 52.232-1 (PAYMENTS). (APR 1984)

Invoices will be returned for: (1) having payment discrepancies; or (2) unacceptable performance.

Z. ADMINISTRATION

The Contracting Officer shown below shall be notified in writing of any change which will have an impact on ordering under the Agreement.

USDA – RURAL DEVELOPMENT

Attn: Dametra J. Baker 3727 Government St.

Alexandria, LA. 71302

SECTION 2: SOLICITATION PROVISIONS AND CONTRACT CLAUSES

1. AGAR 452.204-70 INQUIRIES (FEB 1988) Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

CONTRACTOR SHALL READ AND/OR COMPLETE THE NEXT 3 PROVISIONS AS PART OF THE SOLICITATION. Please initial each, and complete the applicable check boxes.

2. _____ AGAR 452.209–70 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT TAX LIABILITY OR A FELONY CONVICTION (DEVIATION 2012-01) (FEB 2012)

a. Awards made under this solicitation are subject to the provisions contained in the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2012 (P.L. No. 112-55), Division A, Sections 738 and 739 regarding corporate felony convictions and corporate federal tax delinquencies. To comply with these provisions, all offerors must complete paragraph (1) of this representation, and all corporate offerors also must complete paragraphs (2) and (3) of this representation.

b. The Offeror represents that –

i. The Offeror is [ ], is not [ ] (check one) an entity that has filed articles of incorporation in one of the fifty states, the District of Columbia, or the various territories of the United States including American Samoa, Federated States of Micronesia, Guam, Midway Islands, Northern Mariana Islands, Puerto Rico, Republic of Palau, Republic of the Marshall Islands, U.S. Virgin Islands. (Note that this includes both for-profit and non-profit organizations.)

If the Offeror checked “is” above, the Offeror must complete paragraphs (2) and (3) of the representation. If Offeror checked “is not” above, Offeror may leave the remainder of the representation blank.

ii. The Offeror has [ ], has not [ ] (check one) been convicted of a felony criminal violation under Federal or State law in the 24 months preceding the date of offer.

iii. The Offeror has [ ], has not [ ] (check one) had any officer or agent of Offeror convicted of a felony criminal violation for actions taken on behalf of Offeror under Federal or State law in the 24 months preceding the date of offer.

iv. The Offeror The Offeror does [ ], does not [ ] (check one) have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. (End of provision)

3. _____ AGAR 452.209 – 71 ASSURANCE REGARDING FELONY CONVICTION OR TAX DELINQUENT STATUS FOR CORPORATE APPLICANTS

a. This award is subject to the provisions contained in the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2012, P.L. No. 112-55, Division A, Sections 738 and 739 regarding corporate felony convictions and corporate federal tax delinquencies. Accordingly, by accepting this award the contractor acknowledges that it –

i. does not have a tax delinquency, meaning that it is not subject to any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, and

ii. has not been convicted (or had an officer or agent acting on its behalf convicted) of a felony criminal violation under any Federal or State law within 24 months preceding the award, unless a suspending and debarring official of the United States Department of Agriculture has considered suspension or debarment of the awardee, or such officer or agent, based on these convictions and/or tax delinquencies and determined that suspension or debarment is not necessary to protect the interests of the Government.

b If the awardee fails to comply with these provisions, USDA Rural Development may terminate this contract for default and may recover any funds the awardee has received in violation of sections 738 or 739. (End of Clause)

4. _____ AGAR 452.219-70 SIZE STANDARD AND NAICS CODE INFORMATION (SEP 2001) Work under this agreement is set aside for small business, as defined by the Small Business Administration, (SBA). The North American Industrial Classification System (NAICS) Code for the products and/or services to be acquired and business size standard are:

NAICS CODES AND SBA SIZE STANDARDS

5. FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998) This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at http://farsite.hill.af.mil/

6. FAR 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 http://farsite.hill.af.mil/

GENERAL - THE FOLLOWING CLAUSES APPLY TO ALL PURCHASE ORDERS:

52.203-3 Gratuities (APR 1984)

52.219-6 Notice of Total Small Business Set Aside (JUL 1996))

52.242-17 Government Delay of Work (APR 1984)

52.245-4 Government-furnished Property (Short Form) (JUNE 2003)

ADDITIONAL CLAUSES THAT APPLY WHEN APPLICABLE:

52.232-18 Availability of Funds (APR 1984) (Applicable if involved in the text of the order for orders issued before new fiscal year funds become available.)

52.232-19 Availability of Funds for the Next Fiscal Year beyond 9/30/13.

ADDITIONAL CLAUSES APPLICABLE TO CONTRACTS WITH INDIVIDUALS

52.223-6 Drug-Free Workplace (MAY 2001)

SERVICES - ADDITIONAL CLAUSES APPLICABLE TO PURCHASE OF SERVICES:

52.236-2 Differing Site Conditions (APR 1984)

52.236-3 Site Investigation and Conditions Affecting the Work (APR 1984)

52.236-7 Permits and Responsibilities (NOV 1991)

52.236-8 Other Contracts (APR 1984)

52.236-13 Accident Prevention (NOV 1991)

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

52.242-14 Suspension of Work (APR 1984)

52.243-1 Changes - Fixed Price - Alternate I (APR 1984)

52.237-3 Continuity of Services (JAN 1991)

7. FAR 52.212-1 INSTRUCTIONS TO OFFERORS -- COMMERCIAL ITEMS (FEB 2012)

a. The NAICS code and small business size standard for this acquisition: See paragraph above.

b. (7) REMIT TO address: See the “Billing Instructions” section of the BPA document.

(8) Update the representations and certifications in SAM (https://www.sam.gov). Please provide a list of any items that are of issue.

(10) Past performance information: Recent, relevant contracts or previous work with USDA will be the basis of past performance information. For new agreements, references may be used.

(d) Product samples. Not Applicable

(e) Multiple offers. Not Applicable

(f) Late Submissions: Time of receipt for solicitations is 2:00 p.m. Central Time

(j) Data Universal Numbering System (DUNS) Number. The solicitation and agreement require the Contractor to maintain current registration in the SAM database.

8. FAR 52.212-2 EVALUATION -- COMMERCIAL ITEMS (JAN 1999) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers: Technical capability, past performance and price. All evaluation factors other than price/cost, when combined, are approximately equal to price/cost. (FAR 15.304).

9. FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS -- COMMERCIAL ITEMS (DEC 2012) An offeror shall complete only paragraphs (b) of this provision if the offeror has completed the annual representations and certificates electronically at http://orca.bpn.gov . If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (c) through (o) of this provision (in the SAM site).

10. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS (FEB 2012)

(f) Excusable delays. Notification by email or in writing is acceptable.

(g) Invoice. Submission by email is authorized and preferred.

(j) Transportation is F.O.B. Destination.

11. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (JAN 2013) As prescribed in 12.301(b)(4), insert the following clause:

Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (Jan 2013)

(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 items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

____ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(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 items: [Contracting Officer check as appropriate.] ___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (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) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Aug 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

___ (6) 52.209-6, Protecting the Government’ Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C. 6101 note).

___ (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) (41 U.S.C. 2313).

___ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Public Law 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

___ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

___ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (11) [Reserved] _X__ (12) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (13) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

___ (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

___ (15) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637 (d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (July 2010) of 52.219-9.

___ (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

___ (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

___ (18) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (19) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

___ (20) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (21) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

___ (23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012) (15 U.S.C. 632(a)(2)).

___ (24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2012) (15 U.S.C. 637(m)).

___ (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2012) (15 U.S.C. 637(m)).

_X_ (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (27) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Mar 2012) (E.O. 13126).

___ (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

___ (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

___ (30) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

___ (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

___ (32) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

___ (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

___ (34) 52.222-54, Employment Eligibility Verification (Jul 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (37) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

___ (ii) Alternate I (Dec 2007) of 52.223-16.

_X_ (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011).

___ (39) 52.225-1, Buy American Act--Supplies (Feb 2009) (41 U.S.C. 10a-10d).

_X_ (40) (i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (Nov 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

___ (ii) Alternate I (Mar 2012) of 52.225-3.

___ (iii) Alternate II (Mar 2012) of 52.225-3.

___ (iv) Alternate III (Nov 2012) of 52.225-3.

___ (41) 52.225-5, Trade Agreements (Nov 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (42) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (45) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___ (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X_ (47) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct. 2003) (31 U.S.C. 3332).

___ (48) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

___ (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

___ (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (51) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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 items:

[Contracting Officer check as appropriate.] ___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C.206 and 41 U.S.C. 351, et seq.).

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

___ (7) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495).

_X_ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247).

___ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965, (Nov 2007), (41 U.S.C. 351, et seq.)

(ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___ Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.)

(xii) 52.222-54, Employment Eligibility Verification (Jul 2012).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

12. AWARD OF BPAS: The Government’s intent is to award BPAs to those firms that are technically acceptable, responsible, and provide services at or below market prices. In addition, we will award only the number of BPAs sufficient to meet our needs and regulatory competition requirements.

13. .FIRM’S TECHNICAL ACCEPTABILITY: The firm must be able to comply with the terms of the BPA. Such criteria include:

· Adequate financial resources or ability to obtain them/

· Ability to comply with the required period of performance, taking into consideration all existing commercial and governmental business commitments;

· Satisfactory record of integrity and business ethics;

· Necessary organization, experience, and skills or the ability to obtain them;

· Necessary equipment and facilities or the ability to obtain them; and be otherwise qualified and eligible to receive an award under all applicable laws and regulations.