BSMRFPammendment001.docx

Request for Proposal For

USDA

Business Service Management Document Version 1.0 September 2, 2013

Prepared by:

United States Department of Agriculture Office of the Chief Financial Officer National Finance Center Information Technology Services Division

Table of Contents

SF1449

Supplies, Services & Pricing Awardee's Pricing Model will be inserted at contract award, as appropriate.

Specifications and Statement of Work Scope and General Requirements The purpose is to acquire, implement, operate and maintain complete and integrated Business Service Management (BSM) architecture solutions of processes, tools, and implementation services. The technical solution shall follow the Information Technology Infrastructure Library (ITIL) version 3 (v3) and best practices across Information Technology Services Management (ITSM) lifecycle for integration and deployment for the United States Department of Agriculture (USDA). The BSM solution will provide real time visibility into ITIL processes aligned with business services. Both an integrated solution using (1) BSM Product-Based proposed products integrated with Government Furnished Equipment and (2) BSM Software-As-A- Service (SaaS)-based solutions are required. The BSM SaaS-Based solution shall use the same products as provided for the BSM Product-Based solution. The Government shall have the flexibility to order either solution. Subject Matter Experts with ITIL Master Qualification Certificates are required to plan, design, integrate and implement a solution using the ITIL Foundation. In accordance with policies, in order to leverage this contractual vehicle to its fullest extent, any USDA agency may use this contract if they determine it meets their requirements. This is a fixed priced, Indefinite Delivery/Indefinite Quantity contract. This contract may be referred to at the USDA BSM contract. During the execution of this contract, the contractor shall provide responsive quotes, from which the Government can issue a Delivery/Task Order in accordance with this contract.

It is anticipated that the products provided as part of either the BSM Product-Based solution and the BSM SaaS-Based solution will be software integrated into the Government’s infrastructure. All software shall be licensed for 100 named users, regardless of the purpose and type of user of said software (e.g., service provider, developers, end users).. The contractor shall provide the following CLINs, and all commercial end items that can be separately priced shall be using the Pricing model, Attachment 1.

3.1.1 CLIN 0001 – 1000: BSM Product-based Solution. This solution shall be integrated and made interoperable with the Government’s Infrastructure.

During the execution of this contract, any component, device or software that has reached end of life or the OEM replaces with a component, device or software with newer technology, then that technology shall be substituted for the older equipment, component, device or software, and provided to the Government at no increase in price. The Contracting Officer’s Representative (COR) or the Contracting Officer will review the contractor’s proposal for technical substitutions to ensure that the Government receives equal or better than that being substituted in terms of form, fit, and function. All initial/additional installations, upgrades, and/or replacements shall be delivered and maintained at the current/highest/latest engineering change level(s), micro-code level(s), operating system level(s), feature(s), function(s), and performance levels, provided by the OEM to any customer.

3.1.8 CLIN 6001 Technical Refresh

During the execution of this contract, as the OEM makes comparable equipment or software commercially available whose purpose is to commercially release the next generation of technology (e.g., devices or software), the contractor shall provide that equipment under this contract via modification to the ID/IQ BSM contract; the proposed price shall be no higher than an established price minus the discount proposed.

3.1.9 CLIN 7001 Technical Insertion

During the execution of this contract, as the OEM makes comparable or related software commercially available to that which is available under this contract, the contractor shall propose to modify the contract to add the newer technology; the proposed price shall be no higher than the OEM’s market price minus the discount proposed. During the execution of this contract, due to the nature of advancements in technology and given the Government’s drive to reduce costs additional OEMs and associated logistical support (Extended Warranty/Maintenance, Training, etc.) may become part of the NFC’s enterprise architecture, and therefore, may be included as part of this contract. However, the proposed price shall be no higher than an established price minus the minimum the percentage discount proposed under this provision.

3.1.10 Software acquired under this the BSM contract may have to be leased due to budgetary constraints and type of funding (e.g., investment funding, operational and maintenance funding). Delivery orders that include the lease of software and other items should have separate line items, such as the following, to mitigate the contractor’s need to subrogate: (1) software to be leased, (2) software to be purchased, (3) maintenance/extended warranty, and (4) professional services. The Program Office recommends procuring an extended warranty that co-terminates with the length of the lease. Using this strategy the contractor can invoice on items (2), (3) and (4) once accepted by the Government, and if the contractor so chooses, only the lease portion of the Delivery Order need be subrogated. The contractor is responsible for determining if any part of a Delivery Order shall be subrogated, and, if so, to whom (e.g., the finance entity).

3.1.11 Any individual separately priced unit priced at $100,000 and higher can, normally, only be purchased out right if capital/investment funding is available; otherwise, both NITC and NFC would require a Lease with Option to Own (LWOO) terms. When the Government decides to lease, the Government may elect to purchase out right items that are not required to be leased by USDA policy.

Only the portion of the delivery order that the Government chooses to lease shall be subrogated as agreed to by the Government. The length of the LWOO shall be mutually agreed to by the contractor and the Delivery Order Contracting Officer (DOCO), and the required delivery order modification executed if required the contractor requests a subrogation. Regardless of the length of negotiated LWOO, at least 10% of the purchase price shall be the buyout of the lease, and upon payment, the title of equipment shall be provided to the Government. It is expected that the maximum LWOO term would not exceed a three year lease. Since this contract is for one base year and six, one-year options, it is possible that the term of the LWOO could extend past the last option year of this contract. That is, the Government may choose to lease on the seventh contract year. In this case, the ceiling of the contract shall take into account the full value of the lease, and can be adjusted if the Government buys out the lease prior to the full term.

BSM Requirements The contractor shall provide a complete and integrated BSM solution for the processes and activities performed in the applicable ITIL v3 service cycle stages. A process/activity may be associated with one or more stages of the service lifecycle identified below. For example, Financial Management for IT Services would traverse through all four.

Service Portfolio Financial Management Demand Management Service Level Management Capacity Management Availability Management IT Service Continuity Management Supplier Management Information Security Management Transition Planning Change Management Service Asset and Configuration Management Service Performance Management Service Release and Deployment Management Knowledge Management Incident Management Problem Management Access Management Service Request Fulfillment Management Service Improvement Management Service Operations

3.3 CLIN 5001 - 6000 NFC Case Study

The Contractor shall provide a compliant solution for both the BSM-Product Solution and for BSM SaaS-based Solution. Any items required to provide a compliant solutions and not offered under 3.1.1 CLIN 0001 – 1000: BSM Product-based Solution or 3.1.5 CLIN 4001 – 5000 - BSM SaaS-based Solution, then those items shall be separately priced under 3.1.6 CLIN 5001 – 6000 .

3.4 Maintenance and Extended Warranty

The contractor shall provide maintenance/extended warranty for all equipment provided under this contract. This support will include OEM patches, updates, upgrades, etc., for hardware, software and firmware to eliminate or mitigate any security vulnerabilities that are identified during the execution of this contract. This is required to comply with Federal statutes and regulations. Any other upgrades, updates, etc. available to any other OEM customers at no additional cost shall be made available under this contract with no additional cost. This contract shall provide the Government with the options of maintenance/extended warranties for all equipment offered under this contract; the options required are: (1) one year of maintenance, (2) three years of maintenance/extended warranty and (3) five years of maintenance/extended warranty. Additionally, the contractor shall provide the Government the choice of procuring a (1) 7x24x365 maintenance/extended warranty which includes four hours to respond to the Government call regarding a problem, issue, failure, etc., and all repairs accomplished by the next calendar day, and (2) maintenance/extended warranty which includes coverage during the weekdays, from 8:00 a.m. to 5:00 p.m. local time excluding weekends and Government holidays, which includes one day to respond to the Government call regarding a problem, issue, failure, etc., and all repairs accomplished by the second work day.

The Contractor shall extend all warranties to be identical to those offered to the general public in customary commercial practices when those terms exceed the requirements of this contract. The Contractor may, at its discretion, offer, as separately priced, maintenance/extended warranties in addition to those required by the contract.

3.4.1 Coverage Period

The maintenance/warranty period shall commence on the day after the Government accepts the deliverables.

3.4.2 Telephonic & Technical Services (Helpdesk Support)

All maintenance/extended warranties shall include a toll-free number to obtain advice on resolving errors, failures, difficulties or issues in using the OEM’s equipment. Telephonic & Technical Services shall be provided by individuals who speak fluent, understandable English. The number of calls shall not be limited. The Government will make a bona-fide attempt to limit the number of individuals who will call for assistance.

All agencies that store data that is classified, Personally Identifiable Information, Health Insurance Portability and Accountability Act, Sensitive But Unclassified, For Official Use Only, etc., will on occasion have to provide data, including but not limited to, logs, error messages, artifacts in order to best assist the Government; these calls shall be restricted to support locations within the United States (initial calls can be transferred to the U.S. if necessary to comply); furthermore, any such data transmitted to the contractor shall only be viewed by U.S. Citizens. In addition, the Government retains all rights to said data and the contractor shall protect the data from unauthorized use.

3.5 High Availability

Unless explicitly stated otherwise in this contract, the contractor shall provide, to the degree practical, equipment and the equipment’s components that can be configured as redundant and hot swappable. Upon failure of a redundant device or software pair, the device or software shall fail over to a second device or software, to preclude loss of connectivity with the network.

3.6 IPV6 Compliance

The Contractor shall provide solutions that are IPv6 capable. An IPv6 capable system or product shall be capable of receiving, processing, transmitting and forwarding IPv6 packets and interfacing with other systems and protocols in a manner similar to that of IPv4. Solutions provided under this contract shall conform to the USGv6 Standards Profile and Test Program and will include an USGv6 Test Program: Supplier’s Declaration of Conformity (SDOC), reference: http://www.antd.nist.gov/usgv6/sdoc.html. Solutions shall maintain interoperability with IPv4 systems/capabilities. Systems shall implement IPv4/IPv6 dual-stack and shall determine which protocol layer to use depending on the destination host to which it is attempting to communicate or establish a socket. If either protocol is possible, systems shall employ IPv6.

3.7 Section 508 Compliance

Section 508 requires that Federal agencies’ electronic and information technology (E & I T) be accessible to people with disabilities. Unless it is an “undue burden” or compliant products or services do not exist, solutions shall comply with Section 508. Contractor shall demonstrate compliance with Accessibility Standards under Section 508 in the form of a Voluntary Accessibility Product Template (VPAT) when requested by the CO or COR in writing (e.g. email). The contractor shall provide this information no less than (NLT) 30 calendar days after written notification requesting same. The contractor failure to provide this certification/supporting documentation shall be considered as non-compliance with the contract, and the CO will take appropriate action.

Packaging, Packing, and Shipping The contractor shall ensure that all items are preserved, packaged, packed and marked in accordance with best commercial practices to meet the packing requirements of the carrier and to ensure safe and timely delivery at the intended destination. The Government will not be billed for normal deliveries. If expedited delivery is required on a Delivery Order, then the DOCO and the contractor may negotiate the method of transportation and price; when an expedited delivery is required the Government has the flexibility to have the delivery billed to their contracted carrier at the Government’s expense. The Contractor shall provide a shipping receipt, which upon delivery, the Government or the Government’s designee will sign and date the shipping receipt. Both the Government and the Contractor should retain a copy of said receipt for the Delivery Order files.

Markings The contractor shall ensure that shipment containers are clearly marked and provide, at minimum, the following information. All containers, regardless of the number of containers in the shipment, shall contain a packing slip identifying the contents of that container, how many containers are in the shipment, and the contract and Delivery Order numbers, as well as the ITACQ number. Shipments that do not adhere to these packing instructions may be returned to sender at the sender’s expense.

Shipment shall contain:

Name of contractor Name of the COR IE contract number Agency Delivery Order Number NFC Only – NFC ITACQ Delivery Order Tracking Number Description of items contained therein Consignee(s) name and address Container number if more than one container is shipped (e.g., Container 1 of 3, Container 2 of 3, Container 3 of 3).

The Contractor shall provide all items within 30 calendar days of the receipt of an executed Delivery Order. Partial deliveries will NOT be accepted unless written permission is obtained from COR prior to shipment. Without said written approval, partial deliveries will not be accepted at destination and will be returned to sender at sender’s expense. The contractor shall deliver to the destination specified in the Delivery Order.

Shipping Arrival Preparations & Instructions The Contractor shall notify the Government point of contact (POC), providing a two day Government (which excludes Federal and local Federal Government Holidays) workday notice (Monday – Friday) of pending delivery; this notice shall be given to each delivery location POC (email or phone call is acceptable).

The following information is required in advance with the required information before shipping:

Estimated time for arrival at the site; unless specified differently on the Delivery Order, shipments are only accepted Monday – Friday 8 AM to 2:30 PM local time.

Transportation company's name Truck description Equipment description Driver's name. The driver must provide a valid driver’s license. On some delivery orders, all personnel permitted on-site shall be U.S. citizen. USDA requires all personnel to be U.S. citizens.

Specific Agency Requirements In addition to the above, agency specific requirements for Packaging, Packing, and Shipping Instructions will be specified in the Delivery Order

Inspection and Acceptance General Delivery Order Acceptance and Rejection If there is a disagreement between contractor and the DO COR, then the matter(s) at issue shall be taken to the DOCO and handled in accordance with the Disputes Clause. If agreement still cannot be reached, then the matter shall be elevated to the Program Office who will engage the Contracting Officer of thisBSM Contract.

Professional Services Professional Services priced by lot shall be completed at the firm fixed priced item as specified in this contract and the Delivery Order regardless of the length of time to complete. Professional Services acquired by the fixed price hourly rate, shall have deliverables and an associated schedule. The specific deliverables and tasks shall be identified in the Delivery Order and the quote provided by the contractor.

Rejection of Equipment and Professional Services The Government will reject equipment and/or professional services if these deliveries do not conform to the form, fit and function for which they were procured; these deliveries do not meet the requirements of this contract; or, these deliveries do not perform or function as portrayed by the Contractor or OEM. A notice of rejection will identify why the deliveries are being rejected and the acceptance window of the acceptance period restarts to day one once the contractor has corrected the items at issue.

Quality Validation of Delivery Orders.

The contractor shall coordinate with the Government to ensure the items ordered represent the intent of the Government’s requirements; that is, the Contractor shall be held responsible for ensuring all the correct items are ordered, advising the Government how various configurations will increase or decrease the total pricing, and providing a quote that will accompany the Delivery Order, which shall indicate the contractor’s concurrence that the quote represents a bona-fide quote considering all contract offerings, prices and the contractor’s understanding of the Government’s requirements.

Acceptance and Reimbursement for Contractor Travel The government will not reimburse any travel costs incurred by the contractor unless the Delivery Order COR has pre-approved the travel request in writing. The Contractor Travel Authorization Form in Attachment 4 may be used by the contractor and the Delivery Order COR to document the estimated cost and authorize contractor travel. Regardless of the written document giving prior approval by the Delivery Order COR, the written document should be filed with the Delivery Order records. The contractor will be reimbursed for prior approved travel in accordance with the Federal Travel Regulations. A detailed voucher shall accompany the invoice and receipts provided for expenses in excess of $50.00.

Delivery and Performance

1.1 Period of Performance

The period of performance for the BSM contract is one base year with six, one-year options. The period of performance for Delivery Orders will be specified on the Delivery Order and be in compliance with this contract and federal statutes, regulations and policies. The contractor’s quote that accompanies the Delivery Order should provide a delivery schedule that shall be incorporated by reference in the Delivery Order.

Place of Performance The place of performance will be specified in each Delivery Order along with any special requirements, such as security, facility accessibility, etc. Whenever possible, electronic communications, teleconferences and other visual aids shall be used to minimize delays in meeting objectives. The anticipated Place of Performance for this contract shall occur at the Government locations, but exceptions may occur. Government delivery locations will provide the Contractor with ingress and egress to premises as necessary The Government’s Delivery Order Contracting Officer is the point of contact for clarifying contract issues or changes within the Delivery Order; however, only the Contracting Officer for the BSM ID/IQ contract can make contract changes and modifications. The DO COR is the point of contact for clarifying any technical issues. The COR shall be the Program Manager and an alternate COR will be identified by the Contracting Officer with concurrence from the alternate COR’s supervisor. Each Delivery Order shall stand-alone with its own deliverables and performance period. All such Delivery Orders shall be issued in accordance with this contract. Prior to executing a Delivery Order, the Government will coordinate with the contractor, and the Contractor shall ensure the items ordered represent valid configurations and any optional components that apply to the Delivery Order are verified that they are or are not required, based on the OEM’s best practices.

Facility Requirements Specific to NFC Primary Computing Facility (PCF) Denver:

Upon arrival at the PCF Denver facility the contractor shall use the truck lane and provide your name to the guard. The delivery truck will be inspected and tagged for temporary access. The Contractor shall provide their own pallet jack and/or forklift as there is no Government owned pallet jack or forklift available. A USDA representative will be present to inspect the equipment.

Backup Computing Facility (BCF) St. Louis:

Upon arrival at the BCF St. Louis facility, the contractor shall use the Gate at the rear of the Complex for Entry, use the truck lane and provide your name to the guard. The delivery truck will be inspected and tagged for temporary access. The contractor shall follow the guard’s instructions to reach BLDG 104.

NFC’s Typical Delivery Destinations:

Primary Computing Facility (PCF)

Backup Computing Facility (BCF)

Contract Administration Data

1.2 Contract Type

This BSM contract is a Fixed Priced, Indefinite Delivery/Indefinite Quantity contract under which DOs will be issued. This BSM contract will be for one base period and six one year options. The base contract Base year is period is September 23, 2013 – August 31, 2014. DOs will be placed on a Fixed Price basis. Items shall be separately priced for each one year option and include any Government fees as determined by the Program Office. After the Minimum Guarantee purchase, funding will be obligated via DO Call which will result in a contract modification incorporating the DO Call into the contract. The total value of this contract will not exceed $24,999,999.00.

1.3 Accounting and Appropriation Data

Minimum Guarantee The minimum guarantee for this contract will be provided by NFC in the amount of $1,700,000. This amount is obligated on this contract and a Delivery Order using these funds will execute shortly after the BSM contract award.

Accounting and Appropriation Data Other Than the Minimum Guarantee Each Delivery Order will provide accounting and appropriations data in accordance with statutes, regulations and policies. The DOCO is responsible for ensuring this data is correct.

Invoicing Each invoice shall also contain the items ordered and associated amount due for each item. All invoices for USDA shall be submitted via the electronic Invoice Processing Platform IPP. This system is sponsored by the U.S. Department of Treasury. Additional information is available at this website https://www.ipp.gov/index.htm. The contractor shall ensure they are registered properly at https://www.ipp.gov/vendors/enrollment-vendors.htm. Payments will not be made outside of IPP other than those Delivery Orders executed via Purchase Cards.

Administration & Program Management The Contracting Officer for the BSM ID/IQ Contract The Contracting Officer for the BSM ID/IQ contract is the only individual authorized to make or approve any changes or modifications to the BSM contract. Contracting authority of the BSM contract remains with the Contracting Officer for the BSM ID/IQ Contract. BSM Contract administration is solely the responsibility of the Contracting Officer for the BSM ID/IQ contract. The Program Manager and the Assistant COR will support the contracting officer, but neither is authorized to make any changes or modifications to the BSM contract. Correspondence regarding contract administration shall be directed to the Contracting Officer for the BSM ID/IQ contract identified below.

Contracting Officer (CO) Attention: Philip Rasmussen 300 7th Street, SW Reporters Bldg. RM 384 Washington, DC 20024 202-720-4179

The Delivery Order Contracting Officer Authority is delegated to contracting officers and purchasing agents in accordance with their warrant and spending authority; these individuals are referred to as the Delivery Order Contracting Officer (DOCO). The DOCO may execute Delivery Orders, modifications to Delivery Orders, exercise of options on Delivery Orders. The DOCO may not execute a Delivery Order that is not within scope of this contract. The DOCO is responsible for identifying a Contracting Officer’s Representative (COR) in the Delivery Order, referred to as the Delivery Order COR.

The DOCO should provide the DO COR with a COR Delegation letter. The DO DOR should review the letter, address any questions to the DOCO regarding the appointment letter, and return a signed original of the letter to the Contracting Office.

Delivery Order Contracting Officer’s Representative The DOCO will appoint a Delivery Order COR in writing for each Delivery Order. The DO COR will receive all deliverables required by the Delivery Order and will represent the DOCO in the technical phases of the work. The DO COR will accept or reject deliverables in accordance with the BSM contract and the Delivery Order. The DO COR will not act or be perceived as acting as the supervisor to contractor personnel; personal services are out of scope of the BSM contract. Once all deliverables have been received and accepted, the DO COR will facilitate the process of closing out the Delivery Order, using “Contractor’s Release” in Attachment 5. Any additional funds that are not needed to close out the Delivery Order should be identified in the Contractor’s Release. Once the Contractor’s Release has been completed, a copy should be provided to the DOCO who will place a copy in the Delivery Order’s file and DE obligate funds as appropriate.

Program Management Government Program Management Roles and Responsibilities The program manager (PM) is responsible for the programmatic, financial and technical aspects of theBSM contract. The PM will assist the Contracting Officer for the BSM ID/IQ contract in the execution of this contract, and provide support for DOCOs and DO CORs. The PM will work with the contractor to help ensure the success of this contract. The PM is also the COR. The Assistant/Backup COR reports to the PM and provides support to the PM and the BSM CO. The PM is a certified acquisition professional with a federal Level 3 certification in Program Management.

Program Manager & Senior COR Attention: To Be Announced at Award.

Chief Technology Officer, NFC Information Technology Services Division 13800 Old Gentilly Road New Orleans, LA 70129 504-426-2052 Assistant Contracting Officer Representative (COR) Attention: To Be Announced at Award.

13800 Old Gentilly Road New Orleans, LA 70129 504-426-2470 Contractor Management The contractor is responsible for the execution of this contract and ensuring all Delivery Orders are within scope of this contract and lawfully issued. The contractor shall work closely with the program management office and the Contracting Officer for the BSM ID/IQ contract to provide proper oversight, maintain the OEM’s Electronic Catalog’s currency, and assist USDA in preparing Delivery Order as requested. The contractor shall ensure that the contract ceiling is not exceeded. The contractor will collect contract access & management fees as specified in this contract. It is expected that this contract will be modified after award to include the requirements and instructions to collect, track, and monitor the fees, as well as, how to remit the fees to NFC.

Monthly In-Progress Reviews The Program Office, The Contracting Officer for the BSM ID/IQ contract and the contractor shall have monthly In-Progress Reviews (IPRs). The contractor shall provide a written report that includes, but is not limited to: (1) contract to-date information: Identification of each agency’s usage including Number of Delivery Orders Received, Number of Delivery Orders Closed, Total Amount of Delivery Orders, Total Amount of Fees Collected; (2) Activities since the last IPR: Identification of each Delivery Order, general description of the items ordered, Date Delivery Order was issued, Date of Invoice, Date of Payment, Fee Collected, Expected Date of Final Invoice. (3) Report of any problems or issues with the BSM contractor and any Delivery Order problems, issues or concerns.

Proactive Management The contractor shall be proactive in managing the contract (e.g, trends or frequent questions and answers). The contractor shall advise the program management office of upcoming technical substitutions, refreshes and insertions. The contractor is encouraged to actively advocate the contract and its value to USDA agencies.

Delivery Order Procedures Customer Relations The contractor, if circumstances permit, should work with the technical customer to help the Government to better understand the technology and its application and to help the contractor to better understand individual customer’s requirements. The contractor shall help the Government right-size the equipment and services they anticipate procuring so that the Government does not over-buy without being aware that a less costly solution is available. Alternatives available under theBSM contract should be communicated with potential customers to ensure the Government makes informed decisions.

Request for Quote The DO CO will submit a Request for Quote (RFQ) that identifies the items available under this contract to the BSM contractor. The contractor shall respond with a proposal in accordance with the BSM contract and the RFQ.

The RFQ should include information such as:

Place of Performance Period of Performance or Delivery Date Required Delivery Instructions Access Request Instructions DO CO contact information including email address and phone number DO COR contact information, including email address and phone number Security Requirements Specific Requirements addressing the requirements and additional terms and conditions Delivery Order Issuance The DO CO will ensure that the prices quoted are no higher than that under the BSM contract. The DO CO may negotiate additional discounts and provisions. If there is a conflict with the Delivery Order and the BSM contract, the BSM contract will prevail. The DO CO will not issue a Delivery Order that is out of scope of the BSM contract. The Delivery Order should include the RFQ and responding proposal and the Accounting and Appropriation Data.

1.4 Government Equipment

Government Data Supplied to the Contractor During the course of the contract, the Contractor may have access to Government data relevant to this project, as required. Any information not previously published, received from the Government in connection with this contract, or furnished to the Contractor from other sources under this contract, will be restricted to this project and may not be disclosed or used for any other purpose without the prior written approval of the CO. These restrictions do not apply to information which:

Currently or subsequently enters the public domain Has been released to any third party, without restrictions, or Is obtained by the Contractor independent of the Government

1.5 Contract Modification

The Government reserves the right to modify the contract at any time to meet the mission of the Government.

Special Contract Requirements Security The Government may require, per Delivery Order, that U.S. citizenship is required for all personnel working a Government site. USDA Delivery Orders will only permit U.S. Citizens to work under their Delivery Orders and this verbiage need not be included in USDA's Delivery Order. Only appropriately cleared contractors will be utilized in the performance of this Contract. The contractor shall be responsible for safeguarding all Government property provided for the contractor use. At the end of each work period, all Government facilities, equipment, and materials shall be secured.

Government Furnished Equipment (GFE)/ Government Furnished Information (GFI) Documentation The Contractor shall provide any OEM technical documentation (e.g., technical literature, manuals, specification sheets, installation procedures) that accompanies the products to any other customer, commercial or Government, at no additional cost, under this contract.

Non-Disclosure The contractor shall not disclose sensitive or proprietary information of, or in the possession of, the United States Department of Agriculture or any of its operating units, contractors or business partners to unauthorized persons. The contractor will be subject to any and all penalties imposed by law for unlawful disclosure of government information.

Order of Precedence If there is a conflict between the Contractor’s proposal (from award) and the contract, the contract will prevail. If there is a conflict between a Delivery Order and the contract, the contract will prevail.

Test and Evaluate If the Government wishes to test and evaluate any item(s) proposed, the CO will issue written directions to the Contractor specifying what item(s) will be tested, where and when the item(s) will be tested, to whom the item(s) is to be delivered, and the number of days (not to exceed 90 calendar days) that the item will be tested.

Clinger-Cohen Act The Offeror's shall comply with the Clinger-Cohen Act (CCA) 110 STAT. 186 PUBLIC LAW 104-106-FEB. 10, 1996.

52.212-4 Contract Terms and Conditions - Commercial Items (Jul 2013)

(a) Inspection/Acceptance. 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 Government wide 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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). 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) Each invoice shall also contain the items ordered and associated amount due for each item.All invoices for USDA shall be submitted via the electronic Invoice Processing Platform IPP. This system is sponsored by the U.S. Department of Treasury. Additional information is available at this website https://www.ipp.gov/index.htm. The contractor shall ensure they are registered properly at https://www.ipp.gov/vendors/enrollment-vendors.htm. Payments will not be made outside of IPP other than those Delivery Orders executed via Purchase Cards. An invoice must include—

(i) Name and address of the Contractor;

(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.

(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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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…