AG-02NV-S-17-0003.pdf

IDAWY ACQUISITION SERVICE CENTER INSTRUCTIONAL COVER SHEET

ISSUING OFFICE:

U.S. DEPARTMENT OF AGRICULTURE

FOREST SERVICE

IDAWY ACQUISITION SERVICE CENTER

1405 HOLLIPARK DR.

IDAHO FALLS, ID 83401

FAX (208) 557-5829

SOLICITATION NO. AG-02NV-S-17-0003

OFFERS ARE SOLICITED FOR: WATER, SOIL, AND AIR ASSESSMENT

SET-ASIDE: SMALL BUSINESS SET-ASIDE

IMPORTANT – NOTICE TO OFFEROR:

AT A MINIMUM, OFFEROR SHALL SUBMIT THE FOLLOWING DOCUMENTS BACK WITH THEIR RESPONSE

TO THIS SOLICITATION:

1.SF-1449 Request For Quotation (Complete, date, and sign)

2.Section I – Schedule of Items (Complete Unit Price and Amount)

3.Technical Proposal

4.Representations and Certifications (Complete the Representations and Certifications electronically via the System for Award Management (SAM) website at https://www.sam.gov)

5. Acknowledgement of Amendment (If Any)

IT IS REQUIRED YOU WRITE THE SOLICITATION NUMBER ON THE OUTSIDE OF YOUR ENVELOPE.

Return to: IDAWY Acquisition Service Center ATTN: Amelia Velasco 1405 Hollipark Drive Idaho Falls, ID 83401 Solicitation No. AG-02NV-S-17-0003

IT IS REQUIRED THAT ALL CONTRACTOR’S BE REGISTERED IN THE SYSTEM FOR AWARD

MANAGEMENT SYSTEM PRIOR TO AWARD UNDER THIS SOLICITATION. SEE CLAUSE 52.204-7

SYSTEM FOR AWARD MANAGEMENT FOR DETAILS ON HOW TO APPLY.

ANY AND ALL AMENDMENTS WILL BE POSTED ON THE FEDERAL BUSINESS OPPORTUNITY WEBSITE AT

WWW.FBO.GOV

https://www.sam.gov/ http://www.fbo.gov/

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

PAGE 1 OF

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

AG-02NV-S-17-0003

6. SOLICITATION ISSUE DATE

11/30/2016

7. FOR SOLICITATION

INFORMATION CALL

a. NAME

AMELIA RIOS VELASCO

b. TELEPHONE NUMBER (No collect calls)

(208) 557-5848

8. OFFER DUE DATE/LOCAL TIME

12/29/16 1:00 p.m. MST

9. ISSUED BY CODE

10. THIS ACQUISITION IS: UNRESTRICTED or SET ASIDE: 100 % FOR:

IDAWY Acquisition Service Center

1405 Hollipark Drive Idaho Falls, ID 83401

Small Business Women-Owned Small Business (WOSB) Eligible Under the Women-Owned

Hubzone Small Small Business Program NAICS: 541620 Business Economically Disadvantaged Women-

Service-Disabled Owned Small Business (EDWOSB) Size Standard: $15.0 Million Veteran Owned Small Business 8(A)

13a. THIS CONTRACT IS

A RATED ORDER

UNDER DPAS (15 CFR 700)

13b. RATING

11. Delivery for FOB

Destination unless Block is Marked

See Schedule

12. Discount Terms

14. METHOD OF SOLICITATION

RFQ IFB RFP

CODE

16. ADMINISTERED BY CODE

15. DELIVER TO

See Delivery Schedule

Same as Block 9

17a. CONTRACTOR/ CODE

OFFEROR FACILITY

CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO.:_____________________________________

DUNS NO:_____________________ CAGE Code. ___________________________

U.S. Dept. of Agriculture National Finance Center P.O. Box 60000 New Orleans, LA 70160-0001

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

ADDRESS IN OFFER

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

CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

WATER, SOIL, AND AIR ASSESSMENT,

Salmon-Challis National Forest

This requirement is being procured as a fixed-price

Simplified Acquisition.

Faxes will not be accepted.

PLEASE PLACE YOUR QUOTE IN SECTION I-

SCHEDULE OF ITEMS

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

25. ACCOUNTING AND APPROPRIATION DATA

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _____

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

HEREIN.

29. AWARD OF CONTRACT: REF. ___________________ OFFER

DATED _________________. YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES

WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR

PRINT)

AMELIA RIOS VELASCO

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 5/2011)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ___________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT

VERIFIED CORRECT

FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK NUMBER

PARTIAL FINAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERIFYING OFFICER 41c. DATE 42.b. RECEIVED AT (Location)

42.c DATE REC’D (YY/MM/DD) 42d. TOTAL CONTAINERS

Standard Form 1449 (REV. 5/2011) Back

AG-02NV-S-17-0003 Water Air and Soil Assessment

SECTION I--SUPPLIES OR SERVICES AND PRICES

WATER, SOIL, AND AIR ASSESSMENT

SUPERVISOR OFFICE

SALMON-CHALLIS NATIONAL FOREST

I- 1 - Schedule of Items

ITEM NO. DESCRIPTION QUANTITY UNIT AMOUNT

1 Task* 1 1 LS $ 2 Task* 2 – 3 1 LS $ 3 Task* 4 – 5 1 LS $ 4 Task* 6 – 7 1 LS $

TOTAL QUOTE FOR ALL ITEMS $

* See Task Descriptions in Section II-3 Specific Tasks

I- 2: The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit cost or prices offered, unless the quoter specifies otherwise in the quote.

Travel to and from project locations will not be paid separately and shall be included in the Lump Sum price in the Schedule of Items.

SECTION II - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

II- 1 – Background

The Salmon-Challis National Forests is in the first phase of the Forest Plan Revision process outlined under the 2012 Planning Rule (36 CFR 219.6). This phase involves the development of assessments as described in the Rule and corresponding applicable sections of the Forest Service Handbook (FSH 1909.12, Chapter 10).

This assessment phase provides important foundational information for developing Forest Plan components and monitoring programs.

II- 2 – Scope of Work

The Salmon-Challis National Forest is seeking an expert in Air Quality, Soils, Watershed, and Water Resources to conduct and document an assessment and summary of the air, soil, and water resource of the Forest based on existing information. This will include creating an associated Need for Change Summary based on the outcome of the assessment. The assessment work requires past working experience or knowledge of: water, soil, and air resource management programs of the USDA Forest Service; forest planning and the 2012 Forest Service planning rule direction; State of Idaho air, soil and water resource management direction and requirements; data related to water, soil and air resources used for forest planning and project level implementation on the Salmon-Challis National Forest; completing forest level assessments of water, soil and air resources with little or no assistance; developing assessments to identify needed changes to existing direction of water, soil and air resources; and knowledge of current forest plans for the Salmon National Forest and the Challis National Forest.

The final assessment shall be completed and accepted no later than July 1, 2017. A progress schedule to include completion dates for each task shall be approved by Contracting Officer Representative (COR) Jeremy Powell prior to work beginning. The COR approved progress schedule will be distributed by the Contracting Office, Amelia Velasco.

All products and deliverables developed under this SOW are the property of the U.S. Government and the Forest Service.

II- 3 – Specific Tasks

Throughout development of this assessment report, the Salmon-Challis National Forest and the contracted professional will coordinate work and data needs to assure the overall approach to meeting the goals and objectives is effective, and to make adjustments to the approach as needed. Flexibility may be needed as some of the tasks may continue to evolve as the assessment process becomes finalized. The contracted professional may also need to coordinate responses with Salmon-Challis National Forest staff and/or Regional Office staff for responses related to soils, water and air resource assessments. The contracted professional can negotiate earlier deadlines with the Salmon-Challis National Forest, Forest Planner. At a minimum, the Contractor and the Salmon-Challis National Forest will have check-in conference calls once per week.

Contractor shall allow at least 14 calendar days of receipt of the draft for inspection and approval. If comments or revisions are required after FS inspection, the contractor will have 5 calendar days to incorporate comments/revision and provide final to COR for approval.

The following tasks are required as follows:

Task 1: Meet with Salmon-Challis staff, in particular the Forest planner, hydrologist, soil scientist, fisheries biologist, and GIS specialist to discuss existing pertinent resource concerns, trends, potential need for change, and to gather available information and templates.

Task 2: Write draft sections of the report, incorporating public input as provided by the Salmon-Challis NF staff.

Task 3: Provide draft sections to Salmon-Challis NF staff for review and comment.

Task 4: Incorporate Salmon-Challis NF staff comments into final sections and a draft final report.

Task 5: Provide draft final report to Salmon-Challis NF staff.

Task 6: Incorporate Salmon-Challis NF staff comments which may include comments from the public into a final report.

Task 7: Submit final report.

II- 4 – Goal and Objectives

The goal of the contract is to complete:

• One assessment report that contains three sections, identified as follows: Assessment of Air Quality, Assessment of Soils, Assessment of Watersheds and Water Resources, based on the current forest plans as amended and expected trends, considering the effects of a changing climate.

• One summary of the assessment content indicating information needs and findings useful to identify the need to revise the current forest plans as amended.

A contracted professional shall provide an assessment report and summary that satisfies the following objectives to accomplish the above described goal:

• The objective of the air quality assessment section is to describe the existing conditions and projected trends of air quality, assuming the current forest plans remain in place and considering the effects of a changing climate.

• The objective of the soils section is to identify and assess available information on soils, geology, landforms (geomorphology), and other ecological conditions important to support key ecosystem characteristics, assuming the current forest plans remain in place, considering the effects of a changing climate.

• The objective of the watersheds and water resources section is to identify and assess available information for watersheds and surface water resources and their role in sustaining the structure and function of terrestrial, riparian, and aquatic ecosystems within the plan area, and beyond the plan area, assuming the current land management plans remain in place, considering the effects of a changing climate.

• The objective of the summary is to summarize the assessment content in a readily usable format. The summary will allow for the public and for a decision maker to grasp the relationship between the assessment, the existing forest plans, and the need to change pertinent plan components to address issues raised within the assessment.

To meet these four objectives, a contracted professional shall utilize templates and existing information provided by the Salmon-Challis National Forest. Each template was structured to respond to information required in FSH 1909.12, Chapter 10, Sections Air Quality, Section 12.22 Assessing Soil, Section 12.23 Assessing Watersheds and Water Resources, and Section 13.34 Multiple Uses/Watershed.

The Salmon-Challis National Forest will provide the contractor with any available data, past assessments, direction, and other agency contacts related to water, soil and air resources that will assist in the completion of the assessment.

Existing information from other sources, such as State of Idaho agencies, will also be utilized in the appropriate sections and overall report. The contractor shall be responsible for determining what information from other sources is needed and shall be responsible for obtaining that information.

The contractor will work with the Salmon-Challis National Forest for any changes to the assessment outline as needed to meet the direction in the 2012 planning rule and FSH 1909.12.

The contractor shall provide to the Salmon-Challis National Forest all assessment drafts, data, summaries, notes, emails, along with a final draft assessment document.

II- 4 – Location or Delivery

Location of actual work can be done virtually.

All tasks shall be e-mailed for inspection to David Deschaine at dpdeschaine@fs.fed.us. Once tasks are inspected, final inspection shall be completed by Jeremy Powell, Contracting Officer Representative (COR).

Final acceptance of all tasks for payment shall be completed by Amelia Velasco, Contracting Officer (CO).

II- 5 - Provision, Retention, and Replacement of Contractor Personnel

The contractor shall assign proposed personnel to the contract for the duration of the performance period. No substitution of personnel shall be made except in accordance with this clause.

The Contractor agrees that no personnel substitutions will be made unless necessitated by reasons deemed by the Contracting Officer to be compelling, such as: an individual’s illness, death, termination of employment, or family leave. In such an event, the Contractor shall promptly provide the information required by paragraph (4) below to the Contracting Officer for approval prior to the substitution of personnel.

mailto:dpdeschaine@fs.fed.us

If the Contractor becomes aware that the personnel assigned to the contract are, or will be, (A) unavailable for work on the contract for a continuous period exceeding 10 working days, or (B) unavailable to provide the level of effort required by the contract, the Contractor shall propose a substitution to such personnel, in accordance with paragraph (4) below.

All proposed personnel substitutions shall be submitted, in writing, to the Contracting Officer at least 5 working days prior to the proposed substitution. Each request shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute and any other information required by the Contracting Officer to approve or disapprove the proposed substitution at his/her sole discretion. All proposed personnel substitutes (no matter when they are proposed during the performance period) shall be capable of performing all services identified in the contract.

The Contracting Officer shall promptly notify the Contractor, in writing, of whether the request for personnel substitution is approved or disapproved.

If the Contracting Officer determines that suitable and timely replacement of personnel who have been reassigned, terminated or have otherwise become unavailable to perform under the contract is not reasonably forthcoming, or that the resultant reduction of productive effort would impair the successful completion of the contract, the contract may be terminated by the Contracting Officer for cause or for the convenience of the Government, as appropriate. The contractor shall be liable for any damages incurred by the Government that result from the Contractor’s failure to provide a timely replacement.

In the event the Government determines, in good faith, that the continued assignment of a Contractor employee to perform any part of the service is not in the best interests of the Government, the Contracting Officer shall give the Contractor written notice to that effect. After receipt of such notice, the Contractor shall have 2 working days in which to investigate the matters stated in such notice, discuss its findings with the Contracting Officer, and resolve any problems with such employee. If, following such period, the Government request replacement of such employee, the Contractor shall remove such employee from the performance of the task order, and shall, within five working days, propose replacement personnel with acceptable experience, training, and qualifications for the position. Failure to promptly propose an acceptable replacement with the qualifications required for the position, or failure to promptly staff the task order with such replacement, is grounds for termination of the task order. Notwithstanding the foregoing, in the event that the Contracting Officer determines there exists a potential for imminent harm to the programs, Government, or Government employees, the Contractor shall remove the employee immediately upon request by the Contracting Officer.

II- 6 – Government Furnished Property

The government will provide the contractor the following support and information to complete the task for preparation of the prescriptions:

• Salmon Forest Land and Resource Management Plan and Amendments

• Challis Forest Land and Resource Management Plan and Amendments

• Frank Church River of No Return Air Quality Assessment

• Forest Plan Monitoring Data (1995 – 2016)

• Water Shed Assessments

• Land Systems and Ecological Unit Inventories

• Available GIS Layers

II- 7 – Period of Performance

The period of performance for this project is estimated to be from January 9, 2017 through July 1, 2017.

II- 8 – Payments

All invoices shall be submitted for payment via Invoice Processing Platform (IPP) website at www.ipp.gov.

Final payment or interim payments shall be approved by the Contracting Officer as each task is completed and product is deemed acceptable by the designated Contracting Officer Representative/Inspector.

II- 9 – Inspections

The Forest Service will review technical tasks and invoices for adherence to performance standards.

The contractor’s tasks will be reviewed by the Government for acceptability. Unacceptable deliverables will be returned to the contractor with comments and directions from necessary corrections or rework which may be applicable. Such corrections or rework shall be performed by the Contractor at no additional cost to the Government. Repetitive or continuous failure to meet contract requirements may result in quality adjustment to payment or the Contractor’s right to proceed may be terminated.

Written material will be reviewed for the following subjective characteristics:

1) The work product submitted shall reflect a good grasp and understanding of the technical issues, through knowledge of the subject matter and analysis of all the available relevant information and data.

2) All written work products are to consist of high technical quality material based on sound science and good professional judgement.

3) All tasks shall be concise, limited to relevant issues, and clearly written. Additionally, tasks shall be grammatically well written with few typographical errors. The need for revisions shall be held to a minimum.

II-10 – Key Personnel

The Contractor shall assign to this contract the key personnel identified in their technical proposal and that list may include the following:

• Superintendent by the Contractor or Contractor’s Representative

• Employee(s) with technical skills or expertise (Section II-7) required to successfully complete work in conformance with contract requirements

The Contractor shall make no substitutions of the approved key personnel without notifying the Contracting Officer within a reasonable timeframe and in advance, and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the contract. Proposed substitutes must have comparable qualifications to those of the persons being replaced. The Contractor shall make no diversion of personnel without the written consent of the Contracting Officer. The contract will be modified to reflect any approved changes of key personnel.

http://www.ipp.gov/

II-11 – Privacy

Portions of information disclosed during the performance of any tasks under this acquisition is protected by the provisions of the Privacy Act of 1974; therefore, all personnel assigned to this Contract are required to take proper precautions to protect the information from disclosure.

II-12 – Commitment to Protect Sensitive Information

The Contractor shall not release, publish, or disclose sensitive information to unauthorized personnel, and shall protect such information in accordance with provisions of the following laws and any other pertinent laws and regulations governing the confidentiality of sensitive information: 18 U.S. C. 641 (Criminal Code: Public Money, Property or Records)

The Contractor agrees to maintain the confidentiality of any information regarding project-related data and artifacts. Data includes personally indentifiable informaiton (PII), disclosure of which is regulated by the Privacy Act of 1974, PL 93-579, amended.

II-13 – Conflict of Interest

The Contractor shall not employ any person who is an employee of the United States Government if that employment would appear to cause a conflict of interest.

II-14 – Non-Disclosure Agreement

The Contractor shall require each Contractor employee to review and sign the attached non-disclosure agreement when he or she begins work. The Contractor must send the signed copy to the COR.

II-15 – PIV Provisions for Sub-Contractors

The Contractor shall insert this clause in all sub-contracts when the sub-contractors is required to have physical access to a federally-controlled facility or access to any federal information system.

II-16 – Indemnity

Contractor shall defend, indemnify and hold harmless the FS from and against, any costs, liabilites, damages or expenses (including resonable attorneys’ fees) arising out of or relating to:

Claims for personal injuries, death or damage to tangible personal or real property to the extent proximately caused by the negligent acts or negligent ommissions of Contractor or its employees, agents, consultants, or sub-contracts in connection with any task order; and

Claims of any nature whatsoever to the extent caused by the violation of contract terms, negligence, illegal or intentional wrongful acts or omissions of Contractor or its employees, agents, consultants, or sub-contractors inconnection with the performance of the services.

II-17 – Independent Contractor

Contractor acknowledges and agrees that it is an independent Contractor to the FS and the Contractor’s personnel, employees, representatives, directors, officers, sub-contractors and agents are not employees of the FS. The FS will not withhold or contribute to Social Security, workers’ compensation, federal or state income tax, unemployment compensation or other employee benefit programs on behalf of Contractor or Contracor personnel. Contractor shall indemnify and hold the FS harmelss agains any and all loss, liability, cost and expense (including attorneys’ fees) incurred by the FS as a result of the FS no withholding or making such payments. Neither Contractor nor any of the Contractor’s personnel are entitled to participate in any of the employee benefit plans of, or otherwise obtain any employee benefits from the FS. The FS has no obligation to make any payments to the Contractor’;s personnel, employees, representatives, directors, officers, sub-contractors and agents.

II-18 – Records Management

As stated in DR 3099-001, Contractors must certify that all Federal records, regardless of media, have been identified and transferred to the appropriate records management liaison or custodian. Attached Form AD-3001, Documentary Materials Removal/Non-Removal Certification and Non-Disclosure Agreement, shall be completed upon contract completion. The unauthorized removal, concealment, falsification, mutilation, or disposition of official records is prohibited by law and is subject to penalty (18 U.S.C. 2071).

Definition of Federal Records: All books, papers, maps, photographs, machine-readable materials, or other documentary materials, regardless of physical form or characteristics, that are made or received by an agency of the United States Government under Federal law or in connection with the transaction of public business, and that are preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the Government or because of the informational value of data in them. (44 U.S.C.3301) Electronic communications such as electronic mail messages are included in this definition.

SECTION III - CONTRACT CLAUSES

III- 1 - FAR 52.212-4 Contract Terms and Conditions - Commercial Items (MAY 2015)

(a) Inspection/Acceptance. (See Section II for additional inspection/Acceptance requirements) The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance.

The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31

U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153351 https://www.acquisition.gov/sites/default/files/current/far/html/52_232.html#wp1153375 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2033_2.html#wp1079912 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031290

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance.

In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_6.html#wp1031326 http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/

U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1203358 https://www.acquisition.gov/sites/default/files/current/far/html/FormsStandard67.html#wp1189284 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2042_12.html#wp1084217 https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%2032_8.html#wp1029202 other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

III- 2 - FAR 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled https://www.acquisition.gov/ facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

III- 3 - AGAR 452.204-71 Personal Identity Verification of Contractor Employees (OCT 2007)

(a) The contractor shall comply with the personal identity verification (PIV) policies and procedures established by the Department of Agriculture (USDA) Directives 4620-002 series.

(b) Should the results of the PIV process require the exclusion of a contractor’s employee, the contracting officer will notify the contractor in writing.

(c) The contractor must appoint a representative to manage compliance with the PIV policies established by the USDA Directives 4620-002 series and to maintain a list of employees eligible for a USDA LincPass required for performance of the work.

(d) The responsibility of maintaining a sufficient workforce remains with the contractor. Employees may be barred by the Government from performance of work should they be found ineligible or to have lost eligibility for a USDA LincPass. Failure to maintain a sufficient workforce of employees eligible for a USDA LincPass may be grounds for termination of the contract.

(e) The contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

(f) The PIV Sponsor for this contract is a designated program point of contact, which in most cases is the Contracting Officer Representative (COR), unless otherwise specified in this contract. The PIV Sponsor will be available to receive contractor identity information from * (hours and days) to * (hours and days) at * (office address for registration). The Government will notify the contractor if there is a change in the PIV Sponsor, the office address, or the office hours for registration; however, it is the contractor’s responsibility to meet all aspects of paragraphs (c), (d), and (e).

III- 4 - AGAR 452.209-71 Assurance Regarding Felony Conviction Or Tax Delinquent Status For Corporate Applicants (FEB 2012) Alt I (FEB 2012)

(a) This award is subject to the provisions contained in the Consolidated Appropriations Act, 2012 (P.L. No.

112-74), Division E, Sections 433 and 434 regarding corporate felony convictions and corporate federal tax delinquencies. Accordingly, by accepting this award the contractor acknowledges that it –

(1) 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

(2) has not been convicted (or had an officer or agent acting on its behalf…