AG-3187-S-15-0099_R1S_Enterprise_Support_Solicitation_-_Final.pdf

SOLICITATION, OFFER AND AWARD 1.THIS CONTRACT IS A RATE ORDER RATING PAGE OF

UNDER DPAS (15 CFR 700) N/A 1 72 PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE

N/A

AG-3187-S-15-0099 SEALED BID (IFB) 08/14/2015

NUMBER

N/A

NEGOTIATED (RFP)

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7) Jason M. King, Contracting Officer USDA Forest Service, WO/AQM 201 Independence Ave, SW Washington DC 20024

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 7, or if handcarried, in the depository located in until 3:00 PM local time August 21, 2015 (Hour) (Date) CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and Conditions contained in this solicitation.

10. FOR

INFORMATION A. NAME: B. TELEPHONE NO. (NO COLLECT

CALLS)Area Code/Number/Extension C. E-MAIL ADDRESS:

CALL: Jason M. King (703) 605-5309 jasonmking@fs.fed.us

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 18

B SUPPLIES OR SERVICES AND PRICES 2 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK/STATEMENT 3 X J LIST OF ATTACHMENTS 39

X D PACKAGING AND MARKING 4 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X

E INSPECTION AND ACCEPTANCE 5

X

K REPRESENTATIVES, CERTIFICATIONS AND 40

X F DELIVERIES OR PERFORMANCE 6 OTHER STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 7 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 59

X H SPECIAL CONTRACT REQUIREMENTS 11 X M EVALUATION FACTORS FOR AWARD 69

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT 10 CALENDAR DAYS 20 CALENDAR DAYS 30 CALENDAR DAYS CALENDAR DAYS (See Section I, Clause No. 52-232-8) % % % %

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amend-ments to the SOLICITATION for offerors and related documents numbered and dated:

15A.

NAME AND

ADDRESS

OF OFFEROR

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

DUNS No.:__________ TIN No. ______________ OFFER (Type or Print)

15B. TELEPHONE NO. (Include area code and extension)

15C. CHECK IF REMITTANCE ADDRESS

17. SIGNATURE

18. OFFER DATE

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN

COMPETITION

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

10 U.S.C. 2304 (c)

) 41 U.S.C. 253(c) ( ) (4 copies unless otherwise specified)

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE Jason M. King

(Signature of Contracting Officer) IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (REV.9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

RECREATION ONE-STOP ACQUISITION SUPPORT

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SECTION B – SCHEDULE

SEE ATTACHMENT 1 – SCHEDULE B

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SECTION C - DESCRIPTIONS/SPECIFICATIONS

SEE ATTACHMENT 2 – PERFORMANCE WORK STATEMENT

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SECTION D – PACKAGING AND MARKING

There is no content in this section

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SECTION E--INSPECTION AND ACCEPTANCE

E.1 Quality Assurance Inspections

(a) The Government will perform periodic review of the Contractor's Quality Control Procedures, Plan, Inspection Reports, and customer comments.

(b) Quality Assurance Inspections will be made by random sampling or entire inspection of the work, and follow up of customer comments. When validating customer comments, the possible cause of unacceptable performance will be determined. If any Government action or lack of action was the cause, the complaint is not valid and deficiencies shall not be counted against the Contractor.

(c) Periodic means one (1) review each month, but may be done more frequently if necessary.

(d) Work that does not meet the contract requirements will be brought to the Contractor's attention. Repetitive or continuous failure to meet the contract requirements may result in a quality adjustment to payment or the Contractor's right to proceed may be terminated.

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SECTION F--DELIVERIES OR PERFORMANCE

F.1 Effective Period of Firm Fixed Priced Contract

(a) The effective period of this contract is from September 1, 2015 through August 31, 2016.

(b) The "Effective Period of this Contract" clause may be modified as follows if the options are exercised:

OPTION PERIOD 1: September 1, 2016 through August 31, 2017 OPTION PERIOD 2: September 1, 2017 through August 31, 2018 OPTION PERIOD 3: September 1, 2018 through August 31, 2019 OPTION PERIOD 4: September 1, 2019 through August 31, 2020

The dates provided above are estimates that will be updated at the time of contract award.

F.2 AGAR 452.211-74 Period of Performance (FEB 1988)

The total completion time for this contract is 5-years, or from September 1, 2015 through August 31, 2020 if all options are exercised.

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SECTION G--CONTRACT ADMINISTRATION DATA

G.1 52.222-46 Evaluation of Compensation for Professional Employees (Feb 1993)

(a) Recompetition of service contracts may in some cases result in lowering the compensation (salaries and fringe benefits) paid or furnished professional employees. This lowering can be detrimental in obtaining the quality of professional services needed for adequate contract performance. It is therefore in the Government’s best interest that professional employees, as defined in 29 CFR 541, be properly and fairly compensated. As part of their proposals, offerors will submit a total compensation plan setting forth salaries and fringe benefits proposed for the professional employees who will work under the contract. The Government will evaluate the plan to assure that it reflects a sound management approach and understanding of the contract requirements. This evaluation will include an assessment of the offeror’s ability to provide uninterrupted high-quality work. The professional compensation proposed will be considered in terms of its impact upon recruiting and retention, its realism, and its consistency with a total plan for compensation. Supporting information will include data, such as recognized national and regional compensation surveys and studies of professional, public and private organizations, used in establishing the total compensation structure.

(b) The compensation levels proposed should reflect a clear understanding of work to be performed and should indicate the capability of the proposed compensation structure to obtain and keep suitably qualified personnel to meet mission objectives. The salary rates or ranges must take into account differences in skills, the complexity of various disciplines, and professional job difficulty. Additionally, proposals envisioning compensation levels lower than those of predecessor contractors for the same work will be evaluated on the basis of maintaining program continuity, uninterrupted high-quality work, and availability of required competent professional service employees. Offerors are cautioned that lowered compensation for essentially the same professional work may indicate lack of sound management judgment and lack of understanding of the requirement.

(c) The Government is concerned with the quality and stability of the work force to be employed on this contract. Professional compensation that is unrealistically low or not in reasonable relationship to the various job categories, since it may impair the Contractor’s ability to attract and retain competent professional service employees, may be viewed as evidence of failure to comprehend the complexity of the contract requirements.

(d) Failure to comply with these provisions may constitute sufficient cause to justify rejection of a proposal.

G.2 Modifications

A contract may be modified without competition to add additional work when the additional work is within the scope of the original contract. However, new work outside the original scope may not be added to increase the dollar amount without following competitive procedures. In such cases, additional new work must be competed or a preparation of formal justification for not competing is needed. Competition is the watchword for awarding all contract dollars. It is

Page No. 8 of 72 possible, however, to place options in contracts to either increase the amount of work or the length of the contract. These options must be included in the contract at the time it is signed.

The contracting officer is empowered to legally modify a contract. However, discussions between the project staff and the contractor can sometimes lead to unauthorized and therefore illegal contract modifications. The following points will help guard against such changes.

A project officer should not make changes in the basic terms of the contract. Such changes are unauthorized and the resulting costs could legally become the personal responsibility of the project officer for payment. [See the Federal Acquisition Regulation Subpart 4.101 and refer to the Anti-deficiency Act and related legal decisions.]

To avoid an inadvertent change in contract terms, make sure the contractor agrees that any discussions do not constitute a change. Keep written notes of the conversation and of the contractor’s acknowledgment that no change in the contract’s level of effort has occurred.

Be familiar with purpose and use of contract options. Options often are available to either extend the length of the contract or the amount of work to be performed. Exercising options requires a formal modification to the contract. Without such understanding, option clauses may be misapplied. Never meet with a contractor to discuss substantive non-technical contractual issues without the contracting officer being present. This will help avoid over commitments.

Do not commit for more work without involving the contracting officer in preparing a modification to cover the new work. There’s a tendency for some contracting officer’s technical representatives and project officers to tell contractors it is okay to do something when it is not authorized under the contract’s scope of work. Such unauthorized commitments will cause the Contracting Officer’s Representative or Project Office to lose credibility with the contractor.

G.3 Unauthorized Supervision of Contractor Staff

Representatives of the U.S. Forest Service shall not attempt to supervise the contractor’s staff.

Their supervision is paid for by this contract. Attempts at supervision may quickly lead to unauthorized changes in contract scope. In addition, such supervision is contrary to regulation because it creates a personal services contract.

G.4 Funds and Payment

De-obligate unused contract funds where appropriate to avoid a lapse of funds through this contract. On task orders, payments shall not exceed the hours worked. Verification of the hours billed correlate with the amount of work completed is required before authorizing payments by the Contracting Officer. Payments shall be made following acceptance by the Contracting Officer’s Representative (COR) or Project Officer, within the period allotted, of the specified deliverables for that element. Payment shall not be due until the conclusion of the period allotted.

In all cases, payments shall only be made upon acceptance by the COR or Project Officer/Task Monitor (PO/TM) of satisfactory products and progress. Progress reports are considered

Page No. 9 of 72 prescribed products. The determination of whether products are satisfactory is at the sole discretion of the COR/PO/TM.

G.5 Payment Schedule

The Contractor may submit an invoice no more frequently than monthly.

If the contract is funded below the total estimated price, the Contractor shall not exceed the funded (Government’s obligated) amount. The hourly rates specified herein are rates that include direct labor, indirect costs (including overhead, fringe benefits, and general and administrative expenses) and profit. The Contractor shall maintain time records for all employees who work under this contract. These records shall document time worked by each individual under this contract and shall be presented with scheduled invoices for payment. The total amounts provided in the schedule of items are estimates and do not necessarily represent actual or budgeted/funded needs. There is no guarantee that these estimates accurately reflect the total amounts to be provided under the life of this contract. The Contractor shall, nonetheless, pay such wages and benefits to the employee in the position as may be necessary to maintain a stable, experienced, quality work force. Escalation factors should be built into their fixed unit prices proposed for this contract.

G.6 Invoicing and Payment

For the furnishing of all services as specified in each individual task order, the contractor shall be paid the total price, as specified in each task order. Task orders may be issued on a firm-fixed price basis, on a total amount not-to-exceed basis or a combination of both. Final task order amounts will be established on the basis of hourly rates and other rates as set forth in Section B.

Progress payments to the contractor shall be made on the basis of proper and acceptable invoices submitted monthly for the actual percentage of services completed by the contractor and shall be made in accordance with the provisions of Section I Contract Clauses except as follows:

Payments for not-to-exceed type services, when such services are authorized, shall be made to the contractor on the basis of monthly itemized invoices. Invoices shall include a description of the work performed and the cost for the month, broken down by prime and each subcontractor and labor hours. Invoices should also include receipts for actual direct expenses claimed, including travel expenses.

Note: Proper invoices shall be received within 60 days after the work is performed. Invoices not received within this time period will not be paid.

After completion of the work and as a prerequisite to the final payment on each task order, the contractor shall furnish to the Contracting Officer a Contract Release of Claims arising out of each task order. Such claims as are asserted by the contractor and excepted from operation of the Release (see enclosed FS Form 6300-16) shall be listed in spaces provided after the word "except" and shall be referenced to correspondence or other identifying data, together with monetary amount for each major claim item.

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Original invoices are to be forwarded directly to the Contracting Officer, utilizing the IPP invoice processing system located at the following web address:

https://www.ipp.fms.treas.gov/

Invoices shall only be accepted in the electronic format.

G.7 Invoices

Invoice shall be submitted to the Contracting Officer. Invoice shall contain the following information:

(1) Name and address of Contractor;

(2) Invoice date & invoice number;

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

(4) Description, quantity of measure, unit of measure, unit price, and extended price of services performed; and

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

(6) Name, title, telephone number and mailing address of person to be notified in event of a defective invoice.

(7) Tax Identification Number (TIN).

G.9 Travel

All travel to be performed in connection with the services to be rendered under this contract are estimated in Attachment 1 – Schedule B and are estimates only.

If additional travel becomes necessary by the contractor and when authorized in writing by the Government, the contractor will be reimbursed for such travel as follows:

A. Commercial Carriers: Current Commercial Coach or Tourist Rate

B. Taxi: Actual Expense

C. Auto Expense:

1. Commercial-- Actual Expense

2. Private (POV)-- As per the Federal Travel Regulations (FTR), located on www.gsa.gov

D. Subsistence: As per the Federal Travel Regulations (FTR), located on www.gsa.gov https://www.ipp.fms.treas.gov/ http://www.gsa.gov/ http://www.gsa.gov/

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SECTION H--SPECIAL CONTRACT REQUIREMENTS

H.1 AGAR 452.215-73 Post Award Conference (NOV 1996)

A post award conference with the successful offeror is required, the location for which will be provided later in the “Successful Offeror’s” award letter.

H.2 AGAR 452.237-74 Key Personnel (FEB 1988)

The key personnel specified in the Offeror's Technical Proposal are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other programs, the Contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract. No diversion shall be made by the Contractor without the written consent of the Contracting Officer: Provided that the Contracting Officer may ratify in writing such diversion and such ratification shall constitute the consent of the Contracting Officer required by this clause. The contract may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

(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.

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

Labor Category Name

• Senior Acquisition Manager

• IT Product Manager

• Procurement Specialist

H.3 AGAR 452.237-75 Restrictions Against Disclosure (FEB 1988)

a. Subject to the provisions of paragraph (c) below, the contractor agrees, in the performance of this contract, to keep all information which is obtained or otherwise unavailable to the general

Page No. 12 of 72 public, in the strictest of confidence. The Contractor acquires neither possessory nor proprietary interests in such information. The Contractor agrees not to publish, reproduce, or otherwise divulge such information in whole or in part, in any manner or form, at any time, during or following contract performance, nor authorize or permit others to do so. The Contractor agrees to take such reasonable measures as are necessary to restrict access to such information to those employees needing such information to perform the work provided herein, i.e., on a “need to know basis.” The Contractor agrees to immediately notify the Contracting Officer’s Representative, in the event that he or she determines or had reason to suspect a breach of any of these requirements or restrictions, and to provide written notification as soon as possible.

b. The Contractor agrees to include the above clause or equivalent language in any agreement or subcontract hereunder.

c. The Contractor agrees not to disclose any information concerning the work under this contract to any persons or entities unless prior written approval is obtained from the Contracting Officer.

H.4 FAR 37.602 Performance-Based Acquisition

(a) A Performance Work Statement (PWS) may be prepared by the Government or result from a Statement of Objectives (SOO) prepared by the Government where the offeror proposes the

PWS.

(b) The Government shall, to the maximum extent practical–-

(1) Describe the work in the terms of the required results rather than either “how” the work is to be accomplished or the number hours to be provided;

(2) Enable assessment of the work performance standards; and

(3) Rely on the use of measurable performance standards and financial incentives in a competitive environment to encourage competitors to develop and institute innovative and cost-effective methods of performing the work.

(c) Offerors use the SOO to develop the PWS: however, the SOO does not become part of the contract. The SOO shall, at a minimum, include---

(1) Purpose;

(2) Scope or mission;

(3) Period and place of performance;

(4) Background;

(5) Performance objectives, i.e., required results; and

(6) Any operating constraints.

H.5 FAR 37.603 Performance Standards

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(a) Performance standards established the performance level required by the Government to meet the contract requirements. The standards shall be measurable and structured to permit an assessment of the contractor’s performance.

(b) When offerors propose performance standards in response to a SOO, agencies shall evaluate the proposed standards to determine if they meet agency needs.

H.6 FAR 37.604 Quality Assurance Surveillance Plans Requirements for quality assurance and quality assurance surveillance plans are in (FAR) Subpart 46.4. The Government may either prepare the quality assurance surveillance plan or require the offerors to submit a proposed quality assurance surveillance plan for the Government’s consideration in development of the Government’s plan.

H.7 Project Performance

The activities and milestones outlined in the Contractor’s work plan will serve as the mechanism by which the Contractor’s performance will be measured. The monthly progress reports submitted by the Contractor will reflect accomplishments according to this plan. Any changes to the milestones’ completion dates must be approved, in writing, by the Project Officer.

H.8 Contractor Responsibilities

The Contractor, in performing this contract, agrees to give preference in hiring to qualified incumbent Contractor personnel.

H.9 Compliance with Laws

The Contractor shall comply with all applicable laws and rules and regulations having the force of law, which deal with or relate to performance hereunder or the employment by the Contractor of its employees.

H.10 Technical Direction

Performance of the work under this contract shall be subject to the technical direction of the COR or Project Officer. The term “technical direction” is defined to include directions which serve to accomplish the contractual statement of work such as interpretation of the work description or review, and where required by the contract, approval of technical information to be delivered by the Contractor to the U.S. Forest Service, under this contract. Technical direction must be within the general scope of work stated in this contract. The COR or Project Officer does not have authority to and may not issue any technical directions which (i) constitutes an assignment of additional work outside the general scope of the contract; (ii) constitutes a change as defined in the contract clause entitled “Changes”; (iii) in any manner causes an increase or decrease in the total estimated contract performance; or, (iv) changes any of the expressed terms, conditions, or specifications of the contract. All technical directions shall be issued in writing by the COR or Project Officer or shall be confirmed by the COR or Project Officer in writing as soon as possible but in any event within five working days of oral issuance. The Contractor shall proceed promptly

Page No. 14 of 72 with the implementation of all technical directions from the COR or Project Officer in the manner prescribed by this clause and within the authority of the provisions of this clause.

If in the opinion of the Contractor, any instruction or direction issued by the COR or Project Officer is within one of the categories defined in (i) through (iv) above, the Contractor shall not proceed but shall notify the Contracting Officer in writing as soon as practicable but in any event within five working days after the receipt of any such instructions or directions, and shall request the Contracting Officer to modify the contract accordingly. Upon receiving such notification from the Contractor, the Contracting Officer shall determine if the direction given is within or outside the terms of the contract and if outside issue a modification (hopefully bilaterally after discussions with the Contractor), or advise the Contractor in writing that the technical direction is within the terms of this clause and does not constitute a change under the “Changes” clause of this contract. If the Contractor should not concur with the Contracting Officer’s determination, the Contractor shall proceed immediately with the direction given. A failure of the parties to agree upon the nature of an instruction or direction, or upon the contract action to be taken with respect thereto shall be subject to the provisions of the contract clause entitled “Disputes.”

ADVISORY AND ASSISTANCE SERVICES CLAUSES

H.11 Advisory and Assistance Services

The contractor agrees to determine whether or not any consultant to be utilized under this contract has in effect an agreement with the Federal Government for similar services at a lesser consultant rate than that offered under this contract and, if so, to advise the Contracting Officer accordingly, prior to the formalization of an agreement for consultant services.

H.12 AGAR 452.237-76 Progress Reporting (FEB 1988)

The Contractor shall submit a progress report and addressed to the Administrative Contracting Officer named in Standard Form (SF) 33, Block No. 24, of this contract. This report shall cover the work accomplished during that period of the contract performance. The progress report shall be brief and factual and shall be prepared in accordance with the following format:

(a) A cover page containing:

(1) Contract number and title;

(2) Type of report, sequence number of report, and period of performance being reported;

(3) Contractor's name and address;

(4) Author(s); and

(5) Date of report.

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(b) SECTION I - An introduction covering the purpose and scope of the contract effort. This shall be limited to one paragraph in all but the first and final month's narrative.

(c) SECTION II - A description of overall progress plus a separate description of each task or other logical segment of work on which effort was expended during the report period. The description shall include pertinent data and/or graphs in sufficient detail to explain any significant results achieved.

(d) SECTION III - A description of current technical or substantive performance, and any problem(s) which may impede performance along with proposed corrective action.

(e) SECTION IV - A planning schedule shall be included with the first progress report for all assigned tasks required under the contract, along with the estimated starting and completion dates for each task. The planning schedule shall be updated and submitted with each subsequent technical progress report, including an explanation of any difference between actual progress and planned progress, why the differences have occurred, and--if behind planned progress--what corrective steps are planned.

(f) SECTION V - If applicable, financial information shall be submitted for each major task or line item cost.

Data shall include:

(1) The total estimated cost budgeted (fee excluded).

(2) The estimated cost expended during the current reporting period.

(3) Identification of direct labor hours of prime contractor and subcontractor(s) and/or consultant(s), if applicable.

(4) Total project to-date expenditures.

(5) Total remaining funds.

H.13 Safeguarding of Information

The Contractor and its employees shall not communicate to any person any information known to them by reason of their performance of services under this contract which has not been made public, except in the necessary performance of their duties or upon written authorization of the Contracting Officer. All documents and records (including photographs) generated during the performance of work under this contract shall be for the sole use of and become the exclusive property of the U.S. Government. Furthermore, no article, book, pamphlet, recording, broadcast, speech, television appearance, film or photograph concerning any aspect of work performed under this contract shall be published or disseminated through any media without the prior written authorization of the Contracting Officer. These obligations do not cease upon the

Page No. 16 of 72 expiration or termination of this contract. The Contractor shall include the substance of this provision in all contracts of employment and in all subcontracts hereunder.

H.14 Contractor Generated Material

All material generated by the Contractor under this contract, including printouts and analytical reports in whatever form (e.g., computer tapes, audio, video) is the property of the Government.

An inventory list of all such material shall be provided to the Government not less than sixty (60) days prior to the end of the contract. The material shall be delivered to the Administration Contracting Officer upon completion of the contract except for any items of material for which the U.S. Forest Service has elected in writing not to take delivery. No Contractor generated material shall be made available or sold to any requesting Government or private entity without the prior written approval of the Administrative Contracting Officer. “Material” for purposes of this clause shall not be deemed to include Contractor’s business and financial records, such as time sheets, payroll records, and internal memoranda that does not contain classified, proprietary or otherwise sensitive information obtained during contract performance. In addition, no mailing lists are to be made by the Contractor using this contract’s material for any reason or purpose unless specifically authorized or required elsewhere in the contract.

H.15 Contractor’s Pride of Authorship

As delineated in the statement of work, the Contractor is required to prepare written material including opinions and advice. The Contractor is hereby put on notice that the U.S. Forest Service (through the Contracting Officer’s Representative (COR)) may require the Contractor to make numerous revisions to the material (and should anticipate up to three extensive revisions or equivalent to the entire document in terms of effort required under this contract) in addition to the Contractor’s first draft. If the Contractor feels the equivalent of previously said number of extensive revisions has been reached and that further work requires a change in terms of the contract, he or she must advise the Contracting officer and request and obtain written guidance before continuing with additional changes. Furthermore, the Contractor will not be held responsible for the content of the changes directed by the Forest Service, nor should Contractor expect that a “pride of authorship” will relieve them from the responsibility of preparing the changes as requested. In short, the Contractor should expect to make changes in the material prepared by the Contractor and as directed by the U.S. Forest Service without hesitancy on a basis of “pride of authorship” or because their professional opinion dictates the material should not be changed, etc.

H.16 Non-Personal Services

(a) This contract is a non-personal services contract. No personal services will be performed under this contract. The Contractor shall not perform any inherently governmental actions under this contract. The services rendered by the Contractor are rendered in the capacity of an independent Contractor. The Government retains no direct control over the services provided by the Contractor.

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(b) No Contractor employee shall hold himself/herself out to be a Government employee, agent or representative. All Contractor personnel attending meetings, answering government telephones, and working in other situations where their Contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. Contractors must also ensure that all documents or reports produced are suitably marked as Contractor products or that Contractor participation is appropriately disclosed.

H.17 Conflict of Interest

(a) All contractors shall, at a minimum, report any and all potential conflicts of interest with the U.S. Forest Service mission. This information shall be submitted with the contractor’s initial proposal and shall be submitted annually prior to the exercise of any option period. Failure to provide this report the Contracting Officer shall make the contractor ineligible for both award and for options to be exercised. Examples of information required shall include:

1. Work performed on a pro-bono or reduced cost basis, whether done for the contractor or on the employee’s own time.

2. Work for organizations with any potential conflict to the U.S. Forest Service public service mission.

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SECTION I--CONTRACT CLAUSES

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

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

http://www.arnet.gov/far/ and the Agriculture Acquisition Regulations at http://www.usda.gov/da/procure/agar/subchaph.html#l1.

AGRICULTURE ACQUISITION REGULATION (48 CFR CHAPTER 4)

CLAUSES/PROVISIONS INCORPORATED BY REFERENCE

452.224-70 Confidentiality of Information (FEB 1988) 452.237-76 Progress Reporting (FEB 1988) 452.237-78 Contracts with Consulting Firms for Services (FEB 1988)

FEDERAL ACQUISITION REGULATION CLAUSES/PROVISIONS INCORPORATED

BY REFERENCE

52.203-3 Gratuities (Apr 1984) 52.203-6 Restrictions on Subcontractor Sales to the Government (Sept 2006) 52.203-6 Restrictions on Subcontractor Sales to the Government Alt. 1 (Oct 1995) 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform

Employees of Whistleblower Rights (Apr 2014) 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2013) 52.204-16 Commercial and Government Entity Code Reporting (Jul 2015) 52.204-18 Commercial and Government Entity Code Maintenance (Jul 2015 52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (Aug 2013) 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Jul

2013) 52.215-22 Limitation of Pass-Through Charges – Identification of Subcontract Effort (Oct

2009) 52.215-23 Limitation of Pass-Through Charges (Oct 2009) 52.219-3 Notice of HUBZone Set-Aside or Sole Source Award (Nov 2011) 52.219-8 Utilization of Small Business Concerns (Oct 2014) 52.222-21 Prohibition of Segregated Facilities (Apr 2015) 52.222-26 Equal Opportunity (Apr 2015) 52.222-37 Employment Reports on Veterans (Jul 2014) 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec

2010) 52.222-50 Combating Trafficking in Persons (Mar 2015) http://www.arnet.gov/far/

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52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

52.225-13 Restrictions on Certain Foreign Purchases (Jun 2008) 52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or

Transactions Relating to Iran-Representation and Certifications (Dec 2012) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013)

FEDERAL ACQUISITION REGULATION CLAUSES/PROVISIONS INCORPORATED

BY FULL TEXT

FAR 52.209-7 Information Regarding Responsibility Matters (Jul 2013)

(a) Definitions. As used in this provision—

“Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceeding at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options;

and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager;

head of a division or business segment; and similar positions).

(b) The offeror [_] has [_] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract

Page No. 20 of 72 or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management database via https://www.acquisition.gov (see 52.204-7).

(End of provision)

FAR 52.212-3 Offeror Representations and Certifications – Commercial Items (Oct 2014) Alt. 1

(11) (Complete if the offeror has represented itself as disadvantaged in paragraph (c)(4) of this provision.)

[The offeror shall check the category in which its ownership falls]:

____ Black American.

___ Hispanic American.

___ Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).

https://www.acquisition.gov/

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___ Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, Republic of Palau, Republic of the Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).

___ Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).

___ Individual/concern, other than one of the preceding.

52.212-4 Contract Terms and Conditions - Commercial Items (May 2015)

(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 Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(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

Page No. 23 of 72 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);

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A)…