AG-3151-S-09-0015 Solicitation.doc

Solicitation No.: AG-3151-S-09-0015

OnLine Marketing of CCC Owned Commodities

PART I -THE SCHEDULE

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1

SCHEDULE OF ITEMS

B.1.1 The Contractor shall provide online marketing services to the USDA’s Commodity Credit Corporation (CCC) including all necessary labor, supplies, materials, equipment, software, and office space, necessary to conduct online sales transactions for commodities owned by CCC.

B.1.2 USDA shall provide Warehouse Receipt data required from CCC’s inventory for posting of commodities to be sold utilizing the Contractor’s online service.

B.1.3 CCC may place inventory on the online marketing service, or remove inventory from the online marketing service, at CCC’s sole discretion, at anytime throughout the contract term. CCC is not obligated to dispose of CCC inventory through the online marketing service.

B.1.4 A detailed listing of the range of commodities that may be available for sale during the base period and option periods of this contract is provided within the item descriptions for each contract period.

B.2

PRICES/COSTS

B.2.1 Access fees for up to fifteen (15) USDA employees to the Contractor’s online sales system shall be based on a firm fixed price to be invoiced monthly. A single (1) monthly system access fee includes access for all USDA personnel and all five commodity groups. It is anticipated that system access fees will be priced at the lowest available established commercial subscription rates for access to the offeror’s on-line marketing system.

B.2.2 Firm fixed price transaction fees (sales commissions) are established in the price schedule for each contract period. Transaction fees (sales commissions) will be paid from the proceeds of commodity sales and reconciled with each transaction, but will not be obligated or invoiced through this contract. Actual transaction fees are to be deducted from the up-front sale prior to transmittal of sale proceeds to CCC. CCC’s finance office will account for the transaction fees, based on sales volumes, with a separate accounting entry rather than through the invoice process. This net transaction process has been established to align with commercial practice, decrease the obligation of funds, and decrease de-obligation requirements if sales don’t materialize.

B.2.3 CCC reserves the right to modify this contract to include additional commodities not already listed to be sold utilizing the Contractor’s online marketing system under the same terms and conditions of this contract. Transaction fees for any additional commodities shall be based on established commercial rates for the particular commodities in effect and agreed upon by both parties at the time of the modification.

B.3

PRICE SCHEDULE

NOTE 1: Award will be made to the successful offeror(s) for the total cost of monthly system access fees for each contract period. The USDA, Commodity Credit Corporation WILL NOT GUARANTEE any quantity of any commodity will be sold or made available for sale. Transaction fees will be utilized for evaluation purposes and to calculate estimated total value for the contract.

NOTE 2: The rate for transaction fees for Wheat and Feed Grains, Other Oilseeds, and Pulse crops shall be a rate applicable to completed sales for those commodities whether the unit for the commodity sold is based on bushels or hundredweight (cwt.).

NOTE 3: Once a quantity range level is cumulatively reached and or surpassed on a specific transaction fee, the new rate applies to subsequent sale and is not retroactive. For example, if 25,000 Bales of Cotton were sold, 20,000 bales are at the level one rate and 5,000 will be at the level two rate.

BASE YEAR: (Period of Performance twelve (12) months commencing on date of award.)

0001: System Access Fee (all commodities) $___________ (monthly fee) X 12 months.

Total Base Year System Access Fees:

0002: Per Unit Transaction Fees for UGRSA Commodities: Wheat; Feed Grains (barley, corn, grain sorghum, oats, rice, and soybeans); Pulse Crops (dry peas, lentils, small chickpeas, large chickpeas); other oilseeds (canola, crambe, flax, mustard, rapeseed, safflower, sesame, oil type sunflower, and other type sunflower):

a) Transaction Fee for Quantity Range of 1 - 1 Million (M) Bushels/Cwt.:

b) Transaction Fee for Quantity Range of 1M - 5M Bushels/Cwt.:

c) Transaction Fee for Quantity Range of over 5M Bushels/Cwt.:

0003: Per Ton Transaction Fees for Peanuts:

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0004: Per Ton Transaction Fees for Sugar (raw cane sugar, refined beet sugar):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0005: Per Bale Transaction Fees for Cotton:

a) Transaction Fee for Quantity 1-20K Bales:

b) Transaction Fee for Quantity 20K-100K Bales:

c) Transaction Fee for Quantity Over 100K Bales:

0006: Per Ton Transaction Fees for Dairy (non-fat dry milk, cheese, butter):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

OPTION PERIOD ONE: (Period of Performance twelve (12) months commencing on effective date option period is exercised.)

0001: System Access Fee (all commodities) $___________ (monthly fee) X 12 months.

Total Option Year One System Access Fees:

0002: Per Unit Transaction Fees for UGRSA Commodities: Wheat; Feed Grains (barley, corn, grain sorghum, oats, rice, and soybeans); Pulse Crops (dry peas, lentils, small chickpeas, large chickpeas); other oilseeds (canola, crambe, flax, mustard, rapeseed, safflower, sesame, oil type sunflower, and other type sunflower):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0004: Per Ton Transaction Fees for Sugar (raw cane sugar, refined beet sugar):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0005: Per Bale Transaction Fees for Cotton:

a) Transaction Fee for Quantity 1-20K Bales:

b) Transaction Fee for Quantity 20K-100K Bales:

c) Transaction Fee for Quantity Over 100K Bales:

0006: Per Ton Transaction Fees for Dairy (non-fat dry milk, cheese, butter):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

OPTION PERIOD TWO: (Period of Performance twelve (12) months commencing on effective date option period is exercised.)

0001: System Access Fee (all commodities) $___________ (monthly fee) X 12 months.

Total Option Year Two System Access Fees:

0002: Per Unit Transaction Fees for UGRSA Commodities: Wheat; Feed Grains (barley, corn, grain sorghum, oats, rice, and soybeans); Pulse Crops (dry peas, lentils, small chickpeas, large chickpeas); other oilseeds (canola, crambe, flax, mustard, rapeseed, safflower, sesame, oil type sunflower, and other type sunflower):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0004: Per Ton Transaction Fees for Sugar (raw cane sugar, refined beet sugar):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0005: Per Bale Transaction Fees for Cotton:

a) Transaction Fee for Quantity 1-20K Bales:

b) Transaction Fee for Quantity 20K-100K Bales:

c) Transaction Fee for Quantity Over 100K Bales:

0006: Per Ton Transaction Fees for Dairy (non-fat dry milk, cheese, butter):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

OPTION PERIOD THREE: (Period of Performance twelve (12) months commencing on effective date option period is exercised.)

0001: System Access Fee (all commodities) $___________ (monthly fee) X 12 months.

Total Option Year Three System Access Fees:

0002: Per Unit Transaction Fees for UGRSA Commodities: Wheat; Feed Grains (barley, corn, grain sorghum, oats, rice, and soybeans); Pulse Crops (dry peas, lentils, small chickpeas, large chickpeas); other oilseeds (canola, crambe, flax, mustard, rapeseed, safflower, sesame, oil type sunflower, and other type sunflower):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0004: Per Ton Transaction Fees for Sugar (raw cane sugar, refined beet sugar):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0005: Per Bale Transaction Fees for Cotton:

a) Transaction Fee for Quantity 1-20K Bales:

b) Transaction Fee for Quantity 20K-100K Bales:

c) Transaction Fee for Quantity Over 100K Bales:

0006: Per Ton Transaction Fees for Dairy (non-fat dry milk, cheese, butter):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

OPTION PERIOD FOUR: (Period of Performance twelve (12) months commencing on effective date option period is exercised.)

0001: System Access Fee (all commodities) $___________ (monthly fee) X 12 months.

Total Option Year Four System Access Fees:

0002: Per Unit Transaction Fees for UGRSA Commodities: Wheat; Feed Grains (barley, corn, grain sorghum, oats, rice, and soybeans); Pulse Crops (dry peas, lentils, small chickpeas, large chickpeas); other oilseeds (canola, crambe, flax, mustard, rapeseed, safflower, sesame, oil type sunflower, and other type sunflower):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0004: Per Ton Transaction Fees for Sugar (raw cane sugar, refined beet sugar):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

0005: Per Bale Transaction Fees for Cotton:

a) Transaction Fee for Quantity 1-20K Bales:

b) Transaction Fee for Quantity 20K-100K Bales:

c) Transaction Fee for Quantity Over 100K Bales:

0006: Per Ton Transaction Fees for Dairy (non-fat dry milk, cheese, butter):

a) Transaction Fee for Quantity 1-20K Tons:

b) Transaction Fee for Quantity 20K-100K Tons:

c) Transaction Fee for Quantity Over 100K Tons:

SECTION C - DESCRIPTION / SPECIFICATIONS / WORK STATEMENT

C.1

BACKGROUND

NOTICE TO ALL POTENTIAL OFFERORS: CCC WILL ONLY OBTAIN ONLINE MARKETING SERVICES THROUGH AN EXISTING SERVICE PROVIDER AND HAS NO INTEREST IN PURCHASING, RENTING OR DEVELOPING ANY COMPUTER HARDWARE OR SOFTWARE.

C.1.1 The Commodity Credit Corporation (CCC) proposes to contract for online marketing services of CCC-owned commodities. CCC’s definition of commodities for purposes of this solicitation includes wheat, feed grains (barley, corn, grain sorghum, oats, rice, and soybeans), pulse crops (dry peas, lentils, small chickpeas, large chickpeas) other oilseeds (canola, crambe, flax, mustard, rapeseed, safflower, sesame, and sunflower), cotton, peanuts, sugar, and dairy products (nonfat dry milk, butter and cheese).

C.1.2 The online marketing service shall supplement current CCC sales methods of cataloging, issuing public invitations, and providing sales lists for commodities. The statutory authority of Section 5 of the CCC Charter Act provides that, “In the Corporation’s purchasing and selling operations with respect to agricultural commodities, the Corporation shall, to the maximum extent practicable consistent with the fulfillment of the Corporations purposes and the effective and efficient conducts of its business, utilize the usual and customary channels, facilities, and arrangements of trade and commerce, including, at the option of the Corporation, the use of private sector entities.” Furthermore, P.L. 104-127, Section 165 states, in part, “… The Commodity Credit Corporation may sell any commodity owned or controlled by the Corporation at any price that the Secretary determines will maximize returns to the Corporation.”

C.1.3 CCC currently has no online marketing service contracts, but in the recent past has had contracts for wheat, feed grains, cotton and peanuts obtained through marketing assistance loan program forfeitures. CCC intends to contract for online marketing services for wheat, feed grains (barley, corn, grain sorghum, oats, rice, and soybeans), pulse crops (dry peas, lentils, small chickpeas, large chickpeas) other oilseeds (canola, crambe, flax, mustard, rapeseed, safflower, sesame, and sunflower), cotton, peanuts, sugar, and dairy products (nonfat dry milk, butter and cheese).

C.1.4 CCC has the sole discretion in making commodities available for sale, which may include the removal of its commodities from the online sales platform in order to utilize an alternative sales or disposition method or for any other reason.

C.1.5 The loan programs for most commodities are designed to minimize the potential for loan forfeitures. Accordingly, there is no guarantee that CCC will acquire any commodities in any given year. In addition, when CCC does acquire commodities, CCC may choose to dispose of the commodity using a method other than online sales, such as through various food aid programs. CCC’s current inventory is entirely committed to the Bill Emerson Humanitarian Trust and may be reviewed at the following website link: http://www.fsa.usda.gov/FSA/webapp?area=home&subject=coop&topic=pas-sa C.2

SCOPE

CCC objective is to obtain competitive prices for commodity inventories in the most cost-effective and least disruptive market manner through online marketing services for sales of its commodity inventories.

C.3

REQUIREMENTS

C.3.1 The online marketing service shall offer customers the opportunity to negotiate commodity prices, complete sales transactions and, as applicable, complete transfer of title in an electronic format. The services may include CCC-owned commodities along with other industry owners/marketers of these commodities.

C.3.2 The online marketing service shall provide for:

C.3.2.1 Online access for up to fifteen 15 USDA personnel normally engaged in merchandising commodities;

C.3.2.2 Negotiated flat-price bid sales;

C.3.2.3 Help desk assistance to the users;

C.3.2.4 Inventory sales data in an electronic format;

C.3.2.5 A daily and cumulative summary of data on actual sales activities, with a variety of sort options, including reports by commodity for a particular date, month, fiscal year, calendar year, or date range shall include but not be limited to sales date, sales price, net quantity, name of buyer, etcetera. CCC may choose to make this information available to the public. A downloadable spreadsheet format, such as Microsoft Excel, that contains the information is acceptable;

C.3.2.6 Guaranteed sales transactions, so that CCC shall not be subject to losses incurred due to the failure of any subsequent transaction.

C.3.3 The contractor shall conduct online sales in a dynamic bidding system. Contractor shall guarantee sale, so that CCC shall not be subject to losses incurred due to the failure of any subsequent transaction, and make payment to CCC by wire transfer or electronic funds transfer no later than 3:00 p.m. on the next business day following the date of the sale. The payment amount due CCC for sales transactions shall be the gross sales proceeds minus the amount of transaction fees; however, the contractor shall account for gross sales proceeds and transaction fees separately. CCC will transfer title of the commodity to the contractor no later than the next business day following payment.

C.3.3.1 Inventory placed on the service shall be made available for sale within 4 hours of receipt, C.3.3.2 On-line services shall be available to buyers and sellers at least 8 hours a day, Monday through Friday, during normal business hours.

C.3.4 Until a sale is confirmed, the price determining process and both buyer and seller identities shall be kept anonymous by the contractor.

C.3.5 The contractor shall provide all necessary security safeguards to ensure that market sensitive or proprietary data is secure from disclosure, including the handling of electronic warehouse receipts.

C.3.6 The contractor’s online marketing system shall generate all necessary inventory sales data to interface with CCC inventory systems. This data shall include the net quantity available for sale in each lot, and grading or other quality factors for the applicable commodity.

C.3.7 Offerors shall demonstrate a minimum of three (3) years experience of providing online marketing services for negotiated commodity sales and purchase transactions, with systems to provide accurate and timely accountability. The contractor shall ensure that its users of online marketing services are entities actively engaged in merchandising commodities, and that such entities represent the nationwide interests.

Offerors shall demonstrate an understanding of the commodity merchandising industry, specifically pertaining to the administrative responsibilities and operational functions.

C.3.8 Offerors shall have a minimum net worth of $1 million as evidenced by submission of most recent financial statements that have been audited within the past 2 years. Contractor shall demonstrate its possession of the technical ability to provide the requested services. This may include a successful on site live test demonstration of their online marketing service at no cost to the Government at the Kansas City Commodity Office. The Farm Service Agency shall provide 5 days notification to schedule demonstration.

In lieu of submitting financial records substantiating a minimum net worth of $1 million dollars, this requirement may be met by submitting an irrevocable letter of credit in accordance with the provisions of FAR 28.204-3, in the amount of $1 million, referencing in the Beneficiary area the contract number and “Beneficiary: United States Department of Agriculture, Farm Service Agency, 1400 Independence Avenue SW, Washington, DC 20250, Contract No.:AG-3151-S-07-0029.

C.4

DELIVERABLES

C.4.1 The contractor shall provide remote access for online marketing service to the Commodity Management Division, Kansas City Commodity Office, and Commodity Operations Division, Washington, DC.

C.4.2 The contractor’s online marketing system shall provide all electronic interface requirements necessary to make inventories available to Kansas City Commodity Office.

C.4.3 The contractor’s online marketing system shall provide daily reconciliation of inventory and merchandising activities.

C.4.4 The contractor’s online marketing system shall provide that all deliverables shall be functional within 10 days of contract award.

C.5

GOVERNMENT FURNISHED PROPERTY

C.5.1 USDA will provide warehouse receipt data as required from CCC’s inventory for posting to the Contractor’s online service.

SECTION D – PACKAGING AND MARKING

D. 1 AGAR 452.247-71 Marking Deliverables. (FEB 1988)

(a) The contract number shall be placed on or adjacent to all exterior mailing or shipping labels of deliverable items called for by the contract.

(b) Mark deliverables, except reports, for: the USDA, KC Bulk Commodities Division, 6501 Beacon Drive, Mail Stop 8748, Kansas City, MO 64133 (End of Clause)

D. 2 AGAR 452.247-72 Packing for Domestic Shipment. (FEB 1988) Material shall be packed for shipment in such a manner that will insure acceptance by common carriers and safe delivery at destination. Containers and closures shall comply with the Interstate Commerce Commission regulations, Uniform Freight Classification Rules, or regulations of other carriers as applicable to the mode of transportation. (End of Clause)

SECTION E – INSPECTION AND ACCEPTANCE

E. 1 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text may be accessed electronically at this/ these address(es): http://www.aqnet..gov or, www.usda.gov/procurement/policy/agar.html E. 2 FAR 52.246-4 Inspection of Services - Fixed-Price. (AUG 1996)

E. 3 AGAR 452.246-70 Inspection and Acceptance. (FEB 1988)

(a) The Contracting Officer or the Contracting Officer's duly authorized representative will inspect and accept the supplies and/or services to be provided under this contract.

(b) Inspection and acceptance will be performed at: USDA, KC Bulk Commodities Division, 6501 Beacon Drive, Mail Stop 8748, Kansas City, MO 64133. (End of clause)

E.4

QUALITY ASSURANCE

E.4.1 Quality Control Plan: In compliance with FAR 52.246-1 “INSPECTION OF SERVICES - FIXED PRICE”, the Contractor shall provide a quality control plan that contains, as a minimum, the items listed in C‑1 to the Contracting Officer for acceptance not later than the pre‑performance conference. The Contracting Officer will notify the Contractor of acceptance or required modifications to the plan within fifteen (15) days after contract award. The Contractor shall make appropriate modifications and obtain acceptance of the plan by the Contracting Officer within fifteen (15) days after contract award.

The quality control plan shall include: A description of the inspection system to cover all services listed in the Performance Work Statement. The description shall include specifics as to the areas to be inspected on both a scheduled and unscheduled basis, frequency of inspections, and the title and organizational placement of the inspectors.

A description of the methods to be used for identifying and preventing defects in the quality of service performed.

A description of the records that are to be kept which document inspections and corrective or preventive actions taken.

The records of inspections shall be kept and made available to the Contracting Officer, when requested, throughout the contract performance period and for the period after contract completion until final settlement of any claims under this contract.

E.4.2 Quality Assurance Surveillance Plan: The Government reserves the right to establish and maintain a quality assurance program in accordance with FAR 52.246-1 “INSPECTION OF SERVICES - FIXED PRICE” clause and the provisions of this paragraph. The Government will evaluate the Contractor's performance under this contract for those tasks listed in the PWS. The Contracting Officer's Technical Representative (COTR) or evaluators will follow the methods of surveillance specified in this contract. Government personnel will record all surveillance observations. When an observation indicates defective performance, the COTR will require the Contractor’s Team Lead or representative at the site to initial the observation. The initialing of the observation does not necessarily constitute concurrence with the observation, only acknowledgment that he or she has been made aware of the defective performance. Government surveillance of tasks not listed in the PWS or by methods other than those listed in the PWS (such as provided for by the Inspection of Services clause) may occur during the performance period of this contract. Such surveillance will be done according to standard inspection procedures or other contract provisions. Any action taken by the Contracting Officer as a result of surveillance will be in accordance with the terms of this contract.

The Government’s Quality Assurance Surveillance Program is not a substitute for Quality Control by the Contractor. The Government reserves the right to inspect any and all work under the contract regardless of whether is included in the Quality Assurance Plan.

If the corrective/preventive actions are not met the Contractor shall be relieved of full performance of the service and be terminated for default based on upon inadequate performance of the service.

The Government’s Quality Assurance Surveillance Plan is provided as Attachment “A” found in Section “J” of this contract.

SECTION F – DELIVERIES OR PERFORMANCE

F. 1 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.arnet.gov/far/ or, www.usda.gov/procurement/policy/agar.html (End of clause) F. 2 FAR 52.242-15 Stop-Work Order. (AUG 1989)

F. 3 FAR 52.242-17 Government Delay of Work. (APR 1984)

F. 4 AGAR 452.211-74 Period of Performance. (FEB 1988)

The period of performance of this contract is to be from contract award date for a period of one (1) full year, with four (4) each one-year option periods. (End of Clause)

SECTION G –CONTRACT ADMINISTRATION DATA

G. 1

CONTRACTING OFFICER’S AUTHORITY

(a) The Contracting Officer is the only person authorized to approve changes in any it the requirements under this contract, and notwithstanding any clause contained elsewhere in this contract, the said authority remains solely with the Contracting Officer. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, the changes will be considered to have been made without authority and no adjustments will be made in the contract prices to cover any increases in charges incurred as a result thereof.

(b) The Contractor shall submit any request for modification for this contract, in writing to the Contracting Officer with a copy of the request to the Contracting Officer’s Technical Representative (COTR).

G. 2 CONTRACT ADMINISTRATION

The Contracting Officer responsible for administering this contract is:

Carolynn Phelps, Contracting Officer Telephone:

(202) 205-5649

FAX:

(202) 690-0689

E-mail:

carolynn.phelps@one.usda.gov When using regular mail, use the following address:

USDA/FSA/AMD

STOP 0567

1400 Independence Avenue, SW

Washington, DC 20250

When using express mail or hand delivering to the Contracting Officer, use the following address:

USDA/FSA/AMD

1280 Maryland Avenue, SW – Suite 580A

Portals Building

Washington, DC 20024 The point of contact for routine contract support, and in the absence of the Contracting Officer is:

Rodney Nelson, Contractor Support Telephone:

(202) 205-8961

FAX:

(202) 690-0689

E-mail:

rodney.nelson@wdc.usda.gov G. 3

CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

The Contracting Officer’s Technical Representative appointed for this contract, and the address and phone number for the same is:

Sharon Hadder, Commodity Operations Division Telephone:

(202) 720-3816

Fax:

(202) 690-1809

E-mail:

Sharon.Hadder@wdc.usda.gov CAUTION: Offerors shall not make any type of contact (oral or written) with COTR’s concerning this RFP prior to contract award; any contact may be grounds for a determination for offeror(s) inability to respond to the RFP.

The COTR shall be primarily responsible for, but not necessarily limited to, the following:

1.

Monitor the Contractor’s performance under the contract

2.

Be the single coordinating point of contact with the Contractor, other than the Contracting Officer.

3.

Provide clarification, interpretation, and inquiry assistance to the Contractor on technical matters.

4.

Monitor the quality of the Contractor’s performance and deliverables.

5.

Review, and approve or disapprove, invoices submitted by the Contractor.

6.

Furnish the Contracting Office with copies of all pertinent reports and correspondence as appropriate.

The COTR is not empowered to make any contractual commitments or to authorize any contractual changes on the Government’s behalf. Any changes that the contractor deems may affect contract price, or conditions must be referred to the Contracting Officer for review, action and or approval/disapproval.

G. 4

ADDITIONAL GOVERNMENT POINTS OF CONTACT

G.4.1 In the Kansas City Commodity Office, the following persons are contacts: Jerry Cornell, Chief, Commodity Management Division, and Martha Mitchell, Chief, CMD, Merchandising Branch

G.4.2 In the Commodity Operations Division, Washington, D.C., the following persons are points of contacts: Mark Overbo, Deputy Director, Commodity Operations Division, and Sharon Hadder, Commodity Operations Division.

G. 5

INVOICES

(a) The Contractor shall submit monthly invoices to the COTR for review and payment. Contractor shall mail invoices to the Contracting Officer and COTR addresses provided in the Contract. In addition to the information required by the Prompt Payment Act, the following information must also be included on the invoice.

(b) At a minimum, the invoice(s) shall contain the following:

· Invoice Number

· Contract Number

· Delivery order number (if any)

· Quantity of items/services ordered

· Description of services ordered/provided, and Contract unit price(s).

· Have an original signature (No photocopies, no scanned and emailed)

· Contractor shall invoice no more than on a monthly basis

G. 6

CONTRACT CLOSEOUT PROCEDURES

It is the Government’s intent to perform close-out procedures on the current contract. The Contractor agrees to perform those internal functions necessary to support this process in a timely manner. Contract close-out will occur as soon as possible after contract performance.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H. 1:

AGAR 452.237-74 Key Personnel. (FEB 1988)

(a) The Contractor shall assign to this contract the following key personnel: ________________________________________________________________________

(b) During the first ninety (90) days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below. After the initial 90-day period, the Contractor shall submit the information required by paragraph (c) to the Contracting Officer at least 15 days prior to making any permanent substitutions.

(c) The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel. (End of Clause)

H. 2

AGAR 452.216-73 MINIMUM AND MAXIMUM CONTRACT AMOUNTS (FEB 1988)

During the period specified in the FAR Clause 52.216-18, ORDERING, the Government shall place orders totaling a maximum of 12 Months Online Marketing Service per year for Fixed Subscription fees but not in excess of N/A Bales, Tons or CWT for Transaction Subscription Fees, during each contract year, including the base year and each exercised option year.

H. 3

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order: When the Government requires supplies or services covered by this contract in an amount of less than 12 months of Online Marketing Service, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those services under the contract.

(b) Maximum order. The Contractor is not obligated to honor –

(1) Any order for more than 12 Months of Online Marketing Service,

(2) Any order for a combination of items in excess of N/A; or

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

( c) If this requirement contracts (i.e. includes the Requirement clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum –order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 20 hours after issuance, with written notice stating the Contractor’s intent not to ship the item’s (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

H. 4:

FAR 52.216-21 Requirements (Oct 1995)

(a) This is a requirements contract for the services specified and effective for the period stated, in the Schedule. The quantities of services specified in the Schedule are estimates only and may not be purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated “ or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made as only as authorized by orders issued in accordance with the Ordering Clause. The Government may issue orders requiring delivery of to multiple destinations or performance at multiple destinations.

( c) Except as this contract otherwise provides, the Government shall order from the Contractor all the services specified in the Schedule that are required to be purchased by the Government activity or activities in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after ________TBD_________________.

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

I. 1 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.arnet.gov/far/ or, www.usda.gov/procurement/policy/agar.html (End of clause)

I. 2 FAR 52.202-1 Definitions. (JUL 2004)

I. 3 FAR 52.203-3 Gratuities. (APR 1984)

I. 4 FAR 52.203-5 Covenant Against Contingent Fees. (APR 1984)

I. 5 FAR 52.203-6 Restrictions on Subcontractor Sales to the Government. (SEP 2006)

I. 6 FAR 52.203-7 Anti-Kickback Procedures. (JUL 1995)

I. 7 FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. (JAN 1997)

I. 8 FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity. (JAN 1997)

I. 9 FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions.

(SEP 2005)

I. 10 FAR 52.204-2 Security Requirements. (AUG 1996)

I. 11 FAR 52.204-4 Printed or Copied Double-Sided on Recycled Paper. (AUG 2000)

I. 12 FAR 52.204-7 Central Contractor Registration. (JUL 2006)

I. 13 FAR 52.204-9 Personal Identity Verification of Contractor Personnel. (NOV 2006)

I. 14 FAR 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (SEP 2006)

I. 15 FAR 52.212-4 Contract Terms and Conditions – Commercial Items. (FEB 2007)

I. 16 FAR 52.214-27 Price Reduction for Defective Cost or Pricing Data – Modifications – Sealed Bidding. (OCT 1997)

I. 17 FAR 52.214-28 Subcontractor Cost or Pricing Data - Modifications – Sealed Bidding.

(OCT 1997)

I. 18 FAR 52.215-2 Audit and Records – Negotiation. (JUN 1999)

I. 19 FAR 52.215-8 Order of Precedence – Uniform Contract Format. (OCT 1997)

I. 20:

FAR 52.215-10 Price Reduction for Defective Cost or Pricing Data. (OCT 1997)

I. 21 FAR 52.215-12 Subcontractor Cost or Pricing Data. (OCT 1997)

I. 22 FAR 52.215-17 Waiver of Facilities Capital Cost of Money. (OCT 1997)

I. 23 FAR 52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data – Modifications. (OCT 1997)

I. 24 FAR 52.219-14 Limitations on Subcontracting. (DEC 1996)

I. 25 FAR 52.222-1 Notice to the Government of Labor Disputes. (FEB 1997)

I. 26 FAR 52.222-3 Convict Labor. (JUN 2003)

I. 27 FAR 52.222-21 Prohibition of Segregated Facilities. (FEB 1999)

I. 28 FAR 52.222-26 Equal Opportunity. (MAR 2007)

I. 29 FAR 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans. (SEP 2006)

I. 30 FAR 52.222-36 Affirmative Action for Workers with Disabilities. (JUN 1998)

I. 31 FAR 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans. (SEP 2006)

I. 32 FAR 52.222-41 Service Contract Act of 1965, as Amended. (JUL 2005)

I. 33 FAR 52.222-50 Combating Trafficking in Persons. (APR 2006)

I. 34 FAR 52.223-6 Drug-Free Workplace. (MAY 2001)

I. 35 FAR 52.223-14 Toxic Chemical Release Reporting. (AUG 2003)

I. 36 FAR 52.224-1 Privacy Act Notification. (APR 1984)

I. 37 FAR 52.224-2 Privacy Act. (APR 1984) I. 38 FAR 52.225-13 Restrictions on Certain Foreign Purchases. (FEB 2006)

I. 39 FAR 52.227-1 Authorization and Consent. (JUL 1995)

I. 40 FAR 52.227-3 Patent Indemnity. (APR 1984)

I. 41 FAR 52.227-9 Refund of Royalties. (APR 1984)

I. 42 FAR 52.228-2 Additional Bond Security. (OCT 1997)

I. 43 FAR 52.228-14 Irrevocable Letter of Credit. (DEC 1999)

I. 44 FAR 52.229-3 Federal, State, and Local Taxes. (APR 2003)

I. 45 FAR 52.230-2 Cost Accounting Standards. (APR 1998)

I. 46 FAR 52.230-3 Disclosure and Consistency of Cost Accounting Practices. (APR 1998)

I. 47 FAR 52.230-6 Administration of Cost Accounting Standards. (APR 2005)

I. 48 FAR 52.232-8 Discounts for Prompt Payment. (FEB 2002)

I. 49 FAR 52.232-17 Interest. (JUN 1996)

I. 50 FAR 52.232-23 Assignment of Claims. (JAN 1986)

I. 51 FAR 52.232-25 Prompt payment. (OCT 2003)

I. 52 FAR 52.232-33 Payment by Electronic Funds Transfer – Central Contractor Registration. (OCT 2003)

I. 53 FAR 52.233-1 Disputes. (JUL 2002)

I. 54 FAR 52.233-3 Protest after Award. (AUG 1996)

I. 55 FAR 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004)

I. 56 FAR 52.237-3 Continuity of Services. (JAN 1991)

I. 57 FAR 52.239-1 Privacy or Security Safeguards. (AUG 1996)

I. 58 FAR 52.242-1 Notice of Intent to Disallow Costs. (APR 1984)

I. 59 FAR 52.242-13 Bankruptcy. (JUL 1995)

I. 60 FAR 52.244-5 Competition in Subcontracting. (DEC 1996)

I. 61 FAR 52.245-1 Government Property. (JUN 2007)

I. 62 FAR 52.247-63 Preference for U.S.-Flag Air Carriers. (JUN 2003)

I. 63 FAR 52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form). (APR 1984)

I. 64 52.249-4 Termination for Convenience of the Government (Services) (Short Form).

(APR 1984)

I. 65 FAR 52.249-8 Default (Fixed-Price Supply and Service). (APR 1984)

I. 66 FAR 52.250-1 Indemnification Under Public Law 85-804. (APR 1984)

I. 67 FAR 52.251-1 Government Supply Sources. (APR 1984)

I. 68 FAR 52.253-1 Computer Generated Forms. (JAN 1991)

I. 69 AGAR 452.224-70 Confidentiality of Information. (FEB 1988)

I. 70 FAR 52.217-6 Option for Increased Quantity. (MAR 1989)

The Government may increase the quantity of supplies called for in the Schedule at the unit price specified. The Contracting Officer may exercise the option by written notice to the Contractor within 60 Days. Delivery of the added items shall continue at the same rate as the like items called for under the contract, unless the parties otherwise agree. (End of clause)

I. 71 FAR 52.217-8 Option to Extend Services. (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 Days. (End of clause)

I. 72 FAR 52.217-9 Option to Extend the Term of the Contract. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 Days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days (60 days unless a different number of days is inserted) before the contract expires. The preliminary notice does not commit the Government to an extension.

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

( c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 Months. (End of clause)

I. 73 FAR 52.222-49 Service Contract Act – Place of Performance Unknown. (MAY 1989)

(a) This contract is subject to the Service Contract Act, and the place of performance was unknown when the solicitation was issued. In addition to places or areas identified in wage determinations, if any, attached to the solicitation, wage determinations have also been requested for the following: To Be Determined at contract award.. The Contracting Officer will request wage determinations for additional places or areas of performance if asked to do so in writing by Contract Award date.

(b) Offerors who intend to perform in a place or area of performance for which a wage determination has not been attached or requested may nevertheless submit bids or proposals. However, a wage determination shall be requested and incorporated in the resultant contract retroactive to the date of contract award, and there shall be no adjustment in the contract price.

(End of clause)

I. 74 FAR 52.215-19 Notification of Ownership Changes. (OCT 1997)

(a) The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The Contractor shall –

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor’s ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

(c) The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k). (End of clause)

I. 75 FAR 52.227-14 Rights in Data – General. (JUN 1987)

(a) Definitions. Computer software, as used in this clause, means computer programs, computer data bases, and documentation thereof.

Data, as used in this clause, means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Form, fit, and function data, as used in this clause, means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, as well as data identifying source, size, configuration, mating, and attachment characteristics, functional characteristics, and performance requirements; except that for computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithm, process, formulae, and flow charts of the software.

Limited rights, as used in this clause, means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of subparagraph (g)(2) if included in this clause.

Limited rights data, as used in this clause, means data (other than computer software) that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications thereof.

Restricted computer software, as used in this clause, means computer software developed at private expense and that is a trade secret; is commercial or financial and is confidential or privileged; or is published copyrighted computer software, including minor modifications of such computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of subparagraph (g)(3) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

Technical data, as used in this clause, means data (other than computer software) which are of a scientific or technical nature.

Unlimited rights, as used in this clause, means the right of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights. (1) Except as provided in paragraph (c) of this clause regarding copyright, the Government shall have unlimited rights in –

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to –

(i) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

(ii) Protect from unauthorized disclosure and use those data which are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause;

(iii) Substantiate use of, add or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Establish claim to copyright subsisting in data first produced in the performance of this contract to the extent provided in subparagraph ©(1) of this clause.

( c) Copyright – (1) Data first produced in the performance of this contract. Unless provided otherwise in paragraph (d) of this clause, the Contractor may establish, without prior approval of the Contracting Officer, claim to copyright subsisting in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings or similar works. The prior, express written permission of the Contracting Officer is required to establish claim to copyright subsisting in all other data first produced in the performance of this contract. When claim to copyright is made, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402 and acknowledgment of Government sponsorship (including contract number) to the data when such data are delivered to the Government, as well as when the data are published or deposited for registration as a published work in the U.S. Copyright Office. For data other than computer software the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government. For computer software, the Contractor grants to the Government and others acting in its behalf, a paid-up nonexclusive, irrevocable worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly by or on behalf of the Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this…