Solicitaton_AG-31ME-S-14-0004FINAL_7-2-14.pdf

SECTION A - Instructions to Proposer Interested GSA Schedule 871.2 Firms

A. Request for Quotes (RFQ) Solicitation Number AG-31ME-S-14-0004

Rural Development (RD) is issuing this competitive RFQ to solicit GSA Schedule 871.2 contract holders for the purpose of entering into a Fixed-Price Multiple Award contract with Firm-Fixed Price Indefinite Delivery/Indefinite Quantity type task orders. RD will conduct this acquisition using Subpart 8.4 of the Federal Acquisition Regulation (FAR) Federal Supply Schedules. If you are interested in this acquisition, you may participate by submitting your response in accordance with the following instructions. Submission shall be via email.

Prospective proposers are required to immediately notify Ondray James at ondray.james@wdc.usda.gov of their intent to submit a proposal. Negative responses are requested. Proposer are required to submit both a written technical proposal and a separate detailed price proposal for the purposes of assuring that the prospective contractor is fully cognizant of the scope of this contract and has the capability to complete all Statement of Work (SOW) requirements.

Proposers are to provide a total solution using the GSA Schedule 871.2. Proposer may propose appropriate labor categories from their own Schedule contract(s) or Proposer may team with another Schedule holder(s) to quote a blended solution.

All Proposers shall certify in writing that their proposed solution falls within the scope of their referenced GSA Schedule contract(s).

If you have questions regarding this requirement, please submit your inquiries immediately via email but no later than Monday, July 7, 2014 to Ondray James at ondray.james@wdc.usda.gov .

Please be advised that the Government reserves the right to transmit/post those questions and answers of a common interest to all prospective Proposers

Award will be based upon overall best value to the Government.

The Government anticipates of a Firm-Fixed Price award with Indefinite Delivery Indefinite Quantity Firm-Fixed Price task orders.

All potential proposers are cautioned to strictly adhere to the provisions of their GSA Schedules contract and this RFQ regarding conflicts of interest. Any such matters must be brought to the attention of the Contracting Officer at or before the time quotations are due.

Please be advised that if an actual or potential personal or organizational conflict exists between your firm and USDA that cannot be resolved, avoided, or mitigated to the satisfaction of RD then your firm shall not be considered eligible for an award.

Proposals are due by 4:00 P.M. (Eastern Standard Time) on July 18, 2014. Proposals must be submitted in hard copy to Ondray James, US Department of Agriculture, Room 801, 300 7th Street SW, STOP 0741, Washington, DC 20024.

mailto:ondray.james@wdc.usda.gov mailto:ondray.james@wdc.usda.gov

B. SUBMISSION REQUIREMENTS

Both Proposals (Technical and Pricing) SHALL be dated and signed by those authorized to commit your firm and cite the appropriate Schedule Contract Number in your proposal submission along with your tax identification number (TIN) and Dun & Bradstreet Number (DUNS), North American Industrial Classification System (NAICS), Standard Product Code (SPC) and other pertinent information found on the Quotation Cover Page. Please ensure that your firm is Central Contractor Registry (CCR) Certified (http://www.ccr.gov).

To receive a contract, a firm must be approved for the specific SINs in the GSA Schedule 871.2 that are applicable to this procurement.

C. ASSUMPTIONS OR CONDITIONS

Proposer must acknowledge all (if any) assumptions or conditions with any of the terms and conditions of this solicitation including the SOW. If not noted in this section of your Proposal, it will be assumed that the Proposer proposes no assumptions for award, and agrees to comply with all of the terms and conditions as set forth herein. Proposer shall represent that their responses are valid for a period of no-less-than 90 days from the due date of submission.

http://www.ccr.gov/

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Type of Contract

The US Department of Agriculture, Rural Development (RD) is issuing this competitive Request for Quote (RFQ) for the purpose of entering into an Indefinite Delivery/Indefinite Quantity (IDIQ) type contract for the acquisition of Advisory and Assistance services off of the General Services Administration (GSA) Federal Supply Schedule (FSS) Schedule 871.2, for Professional Engineering Services. Rural Development will enter into a multiple award Firm-Fixed Price (FFP), Labor Hour (LH) contract (Task Order) at such time as the related advisory services are required.

FFP Contract Line Items Numbers (CLINS) shall include all cost associated with that FFP CLIN.

B.2 Allocation of Prices

B.2.1 Monthly Recurring Fixed Prices

The Offeror is to include pricing for the CLINS. Please see and fill in pricing in Section B.4.

B.3 Line Items and Prices

B.3.1 Contract Line Item Number

The CLIN structure is designed to provide consistency across all the Task Orders. The Government will order services by CLIN. The following tables define the CLIN structure for each Period of Performance.

The term or period of performance of this Task Order is a Base Period of one (1) year and four

(4) one-year Option Periods.

B.3.2 Contract Line Item Number

Base – September 1, 2014 – August 31, 2015

Option Period 1 – September 1, 2015 – August 31, 2016 Option Period 2 – September 1, 2016 – August 31, 2017 Option Period 3 – September 1, 2017 – August 31, 2018 Option Period 4 - September 1, 2018 – August 31, 2019

B.4 CLINs and Prices by Period of Performance

Base Year Base Period – Period of Performance: September 1, 2014 – August 31, 2015

CLIN

No.

Description Unit - Hour

Unit Price

Advisory Services 001 Project Manager $ $ 002 Principle Engineer $ $ 003 Economist (Transmission Markets) $ $ 004 Consultant (MBA/Financial Analyst) $ $ 005 Support Staff/Clerical $ $ 006 ODC (Travel) NTE 1 Lot TBD

Total $

Option Year 1 Base Period - Period of Performance: September 1, 2015 – August 31, 2016

Description Unit - Hour

Unit Price

Advisory Services 101 Project Manager $ $ 102 Principle Engineer $ $ 103 Economist (Transmission Markets) $ $ 104 Consultant (MBA/Financial Analyst) $ $ 105 Support Staff/Clerical $ $ 106 ODC (Travel) NTE 1 Lot TBD

Total (101 – 106) $

Option Year 2 Base Period - Period of Performance: September 1, 2016 – August 31, 2017

Description Unit - Hour

Unit Price

Advisory Services 201 Project Manager $ $ 202 Principle Engineer $ $ 203 Economist (Transmission Markets) $ $ 204 Consultant (MBA/Financial Analyst) $ $ 205 Support Staff/Clerical $ $ 206 ODC (Travel) NTE 1 Lot TBD

Total (201 – 206) $

Option Year 3 Base Period – Period of Performance: September 1, 2017 – August 31, 2018

Description Unit - Hour

Unit Price

Advisory Services 301 Project Manager $ $ 302 Principle Engineer $ $ 303 Economist (Transmission Markets) $ $ 304 Consultant (MBA/Financial Analyst) $ $ 305 Support Staff/Clerical $ $ 306 ODC (Travel) NTE 1 Lot TBD

Total (301 – 306) $

Option Year 4 Base Period - Period of Performance: September 1, 2018 – August 31, 2019

Description Unit - Hour

Unit Price

Advisory Services 401 Project Manager $ $ 402 Principle Engineer $ $ 403 Economist (Transmission Markets) $ $ 404 Consultant (MBA/Financial Analyst) $ $ 405 Support Staff/Clerical $ $ 406 ODC (Travel) NTE 1 Lot TBD

Total (401 – 406)

Total (001 – 406) $

(End of Section B)

SECTION C

DESCRIPTIONS/SPECIFICATIONS/STATEMENT OF WORK

C.1 BACKGROUND

The mission of Electric Program within the Rural Utilities Service, an agency within the U.S.

Department of Agriculture, is to provide reliable and affordable electricity which is essential to the economic well-being and quality of life for all of the nation’s rural residents. The Electric Program traditionally makes loans for generation, transmission and distribution infrastructure to provide electric service to rural beneficiaries.

Engineering consultant services are necessary to supplement the in house expertise of agency engineers and other program personnel with respect to the analysis of electric transmission project loans and related approval actions. During the fiscal year periods 2009 through 2013 as projected, thirty different generation and transmission borrowers completed applications for 64 transmission loans, the average number of loans processed by the agency was 13 per year. Some of the applicants come in for transmission financing once every five years; others have a more active building program. The most active transmission borrower came in for 7 transmission loans during this period.

The Rural Electrification Act of 1936, as amended (RE Act), authorizes the Secretary of Agriculture in carrying out RE Act functions, to contract for outside consultant services funded by a borrower where appropriate to facilitate timely action on applications for financial assistance or other requested approvals. The regulations implementing this may be found at 7 CFR Part 1789, Use of Consultants Funded by Borrowers. USDA will retain the option to pay for these services using conventionally appropriated funds.

Most of the RUS Electric Program borrowers are organized as not-for-profit cooperatives. As security for the loans, RUS typically takes a first mortgage lien on all of the Borrower’s property including after-acquired property. The implementing regulations for the RUS loan program are found at 7 CFR Part 1710 et seq. Loans may also be made to corporations, states, territories and subdivision and agencies such as municipalities and people’s utility districts.

C.2 OBJECTIVES

The Electric program seeks to award two (2) firm-fixed price labor hour Task Order contracts for advisory services using an indefinite-delivery-indefinite-quantity (IDIQ) agreement for a period of a base year plus four (4) renewal option years with firms that are qualified experts in the analysis of the design and construction and permitting risk of electric transmission projects, and in assessing the market environment for professional services. The term market environment is used here to refer to both the assessment of the likely capacity usage for a given project (the need) and the likelihood of achieving full cost recovery and repayment of the loan.

The Electric Program seeks contractors with expertise to review and assess the information submitted to the Electric Program for transmission projects. In most cases, contractors will provide advice that will be used by the Electric Program in its determination of whether or not to approve an application for a long term mortgage loan where construction is financed on a reimbursable basis. In most cases construction risk will be analyzed. The contractor must have the expertise to assist the agency in various aspects of the loan due diligence and underwriting and post loan servicing, as applicable, including:

• Review and assess the information submitted to the Electric Program in the application received for the project

• Assist in the Electric Program’s determination of whether the Agency’s published regulatory requirements have been met

• Independently assess the rate making methodology utilized by the borrower to recover the costs of the project

• Assist the agency in developing appropriate conditions to be met prior to funding

• Monitor, as applicable, conditions precedent to the drawdown of loan funds

• Develop loan covenants to be incorporated in the loan documentation; and

• Monitor, as applicable, the borrower’s compliance with its obligations under the loan documents

C.3 SCOPE

Task Orders may or may not be project specific. In some cases a borrower may request an agency approval that is required under the loan contract but which does not relate to new project construction.

The contractor is expected to interact with the agency technical and subject matter experts, provide support to program personnel and legal counsel and any other consultants that may assist with various aspects of a project or requested approval.

The work of the agency includes due diligence prior to obligating loan funds, monitoring the conditions precedent to actually funding the loan, and monitoring the loan after it is fully funded.

During the due diligence phase, the contractor will be asked to review the technical aspects of the project, including the justification or need for the project, engineering design, cost and schedule estimates and the technical provisions of the project’s contracts. This review may also include permitting risk, if applicable.

Additionally, the contractor is required to assess all aspects of project risk including but not limited environmental permitting, usage, interconnection with all applicable utilities, operations and maintenance.

Prior to the obligation of funds the contractor will be required to provide an independent engineer’s report and to certify a number of items, including but not limited to certification of the following:

• Satisfaction of the conditions precedent to obligation

• The operational completion date is reasonably likely to occur by the date established in the project schedule

• The project cost budget is realistic

Prior to the final draw of loan funds the contractor will be required to certify that the project construction is complete and within budget.

In the Final Independent Engineer’s report the contractor will be expected to:

• Identify key engineering, permitting and operational risks of the project and describe how these risks have been addressed

• Review key project plans and provide an assessment of whether the applicant has sufficient technical and managerial wherewithal to complete the project

• Include an analysis of the revenue needed to recover the costs of the project and the marginal impact on the wholesale rate structure of the borrower of this added revenue requirement

C.4 MEETINGS

Prior to initiating work on any task, the contractor will participate in a meeting at USDA or via teleconference at the option of USDA with the Contracting Officer’s Technical Representative (COTR), the Electric Program Project Leader (or his or her designee), and other interested parties to agree on a work plan that includes a timely for completing the task components and a final completion date. The timeline will include a description of responsibilities and contacts to be made and must include due dates for each responsibility. Any open issues and action items will be documented by the contractor in the form of minutes and the contractor will provide the minutes of the meeting as a deliverable due no later than five (5) business days after the meeting.

Additional meetings can be scheduled as needed and may require physical presence.

C.5 TRAVEL

The contractor may be required to travel under this contract. All travel must have prior approval by the Electric Program Project Leader (or designees). Travel expenses shall be kept to a minimum and will be reimbursed from the escrow account discussed under section C.8 below.

Local travel (within fifty (50) mile radius of the contractor’s office) must be calculated into the price of the contract. An itemized Travel Expense Voucher is required for each traveler, for each trip outside the fifty (50) mile radius of the contractor’s office. Travel shall be reimbursed at actual cost, not-to-exceed the limitations established by the Federal Travel Regulations (FTR).

The FTR will be the source document in determining eligible reimbursements and reimbursement amounts.

C.6 SPECIAL CONSIDERATIONS

Contractor requirements, scope of consultant duties, contract deliverables and contract closeout terms apply as specified in this contract. The USDA has the sole discretion in the selection of consultants to provide services that are funded by borrowers and to the form of contract utilized pursuant to 7 C.F.R. Part 1789. The Electric Program has the sole discretion to prescribe terms and conditions of consultant contracts.

When a borrower is funding services under this contract, the award of a Task Order will be subject to the prior funding of an escrow account in an amount satisfactory to USDA and the execution of the following agreements:

1. an Indemnification agreement in favor of the Government that satisfies the requirements of 7 CFR §1789.162;

2. a Funding Agreement that satisfies the requirements of 7 CFR §1789.166; and

3. an Escrow Agreement that satisfies the requirements of 7 CFR §1789.167.

USDA-RD is not liable for costs incurred until such time as the Contractor is awarded a Task Order.

It is the borrower’s responsibility to obtain the Electric Program’s approval of the agreements prior to the award of the Task Order.

It is the contractor’s responsibility to assure that work performed does not exceed the level of funds available in the escrow account for payment of services rendered pursuant to a Task Order. The consultant will immediately notify the COR and CO when the escrow account balance falls below $50,000.00, unless the Government specifies, in writing, a different amount.

The Program Project Leader (or designee) and the COR shall direct that the escrow account be closed and all remaining funds be remitted to the applicant after: (1) finalization of the transaction and (2) payment of the Final Invoice or ninety (90) days after the date of the last activity in the escrow account unless the Program Project Leader and the COR have reason to believe that further payments may be required under the Task Order.

In the event the Program Project Leader has received written notice from any party of an actual or potential claim on the escrow account, the Program Project Leader retains the right not to authorize closing the account until such time as the Program Project Leader is satisfied that no further payments are required under the Task Order. The Program

Project Leader’s determination of this matter shall be final and not subject to appeal or protest.

C.7 TASK ORDER AWARDS

The first Task Order for work for a given transmission borrower will be competed between all contractor awardees that are party to a transmission engineering services contract. Task Orders will be awarded on the basis of a best value determination. The government is not obligated to compete subsequent Task Orders for work relating to that borrower but reserves the right to do so throughout the initial and all renewal option periods for the transmission engineering services contract, not to exceed five years total.

In the ordinary course, all subsequent transmission Task Orders for the same borrower will first be offered to the initial Task Order awardee for that borrower after the government first solicits a cost estimate for the subsequent Task Order and determines that the applicant is willing to fund this amount in the escrow account discussed in section C.8. However, if it is determined that a conflict of interest has developed on the part of that contractor, the government may solicit a bid from the remaining awardee(s).

The government also reserves the right to solicit bids from the remaining awardee(s) in the event (1) the borrower in question declines to fund the escrow account for a subsequent Task Order due to cost or (2) the government has determined there was inadequate performance for one or more, earlier Task Orders relating to that borrower.

(End of Section C)

SECTION D – RESERVED

SECTION E - INSPECTION AND ACCEPTANCE

E.1 FAR Clauses Incorporated by Reference All the Provisions and Clauses from the GSA FSS Contract are applicable to this Task Order and all subsequent Task Orders. In addition to those listed, the Provisions and Clauses listed below are applicable as well.

E.2 Inspection and Acceptance

a. Inspection and acceptance of all work and services performed under this Task Order will be in accordance with the GSA FSS contract FAR clauses incorporated at Section E, Inspection and Acceptance as applicable.

b. Final acceptance of all deliverables and or services performed as specified under this

Task Order will be made in writing, at destination by the Task OCOR.

E.3 Scope of Inspection

a. All deliverables will be inspected for content, completeness, and accuracy and conformance to Task Order requirements by the TOCOR or as detailed in individual Task Orders. Inspection may include validation of information or software through the use of automated tools and/or testing of the deliverables, as specified in the Task Order. The scope and nature of this testing must be negotiated prior to award and will be sufficiently comprehensive to ensure the completeness, quality and adequacy of all deliverables.

a. The Government requires a period not to exceed thirty (30) calendar days after receipt of final deliverable items for inspection and acceptance or rejection unless otherwise specified in all Task Orders.

E.4 Basis of Acceptance

a. The basis for acceptance shall be compliance with the requirements set forth in the statement of work, the Task Order, the Contractor's proposal and other terms and conditions of this Task Order. Deliverable items rejected under any resulting Task Order shall be corrected in accordance with the applicable clauses.

b. Commercial and non-developmental hardware items, software items, pre-packaged solutions, and maintenance and support solutions will be accepted within thirty (30) calendar days of delivery when performance is in accordance with delivery requirements.

c. Custom services and reimbursable cost items such as travel and ODCs will be accepted upon receipt of proper documentation as specified in the Task Order. If custom services are provided, acceptance will be as specified for the milestone with which they are associated. If custom services are for software development, the final acceptance of the software program will occur when all discrepancies, errors or other deficiencies identified in writing by the government have been resolved, either through documentation updates, program correction, or other mutually agreeable methods.

d. Reports, documents and narrative type deliverables will be accepted when all discrepancies, errors or other deficiencies identified in writing by the government have been corrected.

e. Non-conforming products or services will be rejected. Unless otherwise agreed by the parties, deficiencies will be corrected within 30 calendar days of the rejection notice, unless otherwise specified within the Task Order. If the deficiencies cannot be corrected within 30 days, the Contractor will immediately notify the TO Contracting Officer of the reason for the delay and provide a proposed corrective action plan within 10 working days, unless otherwise specified within the Task Order.

E.5 Review of Deliverables

a. The government will provide written acceptance, comments and/or change requests, if any, within fifteen (15) business days from receipt by the Government of the initial deliverable, unless otherwise specified within the Task Order.

b. Upon receipt of the Government comments, the Contractor shall have fifteen (15) business days to incorporate the government's comments and/or change requests and to resubmit the deliverable in its final form, unless otherwise specified within the Task Order.

E.6 Written Acceptance/Rejection by the Government The Government shall provide written notification of acceptance or rejection of all final deliverables within fifteen (15) business days, unless otherwise specified within the Task Order. Absent written notification, final deliverables will be construed as accepted. All notifications of rejection will be accompanied with an explanation of the specific deficiencies causing the rejection.

(End of Section E)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 FAR Clauses Incorporated by Reference

Order. In addition to those listed, the Provisions and Clauses listed below are applicable as well.

F.2 Term of the Task Order or Period of Performance

The term or period of performance of this Task Order is a Basic Period of one (1) year and four

(4) one-year Option Periods:

Base – September 1, 2014 – August 31, 2015

Option Period 1 – September 1, 2015 – August 31, 2016 Option Period 2 – September 1, 2016 – August 31, 2017 Option Period 3 – September 1, 2017 – August 31, 2018 Option Period 4 - September 1, 2018 – August 31, 2019

F.3 Task Orders Performance Period and Pricing

Task Orders will be issued at the beginning of the base period and/or option periods. The performance period will be specified in the Task Order and shall be priced using the Section B rates that will be applicable Task Order the Task Orders anticipated period of performance.

F.4 Place of Performance

The Contractor shall perform all work under this Task Order at the Government location(s) specified in the Task Order. The Contractor shall provide supplies and services where they are needed: Contractor sites, Government sites, or combination thereof – to successfully complete the work involved in this Task Order. The Contractor will be required to travel to various Government sites to perform work. See Section C of the Task Order for the location details.

Place of performance shall be set forth in individual Task Orders.

F.5 Delivery

The items required under each individual Task Orders shall be delivered and received at destination within the timeframe specific in each order.

F.6 Task Order Deliverables

a. All applicable deliverables, their required delivery dates, and destination of delivery will be specified. The schedule for completion of work to be performed under this Task Order will be delineated in this Task Order, as applicable.

b. For purposes of delivery, all deliverables shall be made by close of business (COB) 4:30 P.M. local time (Washington, DC) at destination, Monday through Friday, unless stated otherwise in the Task Order.

c. All deliverables submitted in electronic format shall be free of any known computer virus or defects. If a virus or defect is found, the deliverable will not be accepted. The replacement file shall be provided within two (2) business days after notification of the presence of a virus.

d. In the event the Contractor anticipates difficulty in complying with any delivery schedule, the Contractor shall immediately provide written notice to the Contracting Officer. For any deliverable, the Contractor shall provide written notification immediately to the Contracting Officer and to the COR. Each notification shall give pertinent details, including the date by which the Contractor expects to make delivery; provided that this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of any Task Order delivery schedule, or any rights or remedies provided by law or under this Task Order.

e. All applicable deliverables, their required delivery dates, and destination of delivery will be specified. The schedule for completion of work to be performed under this Task Order will be delineated in this Task Order, as applicable.

F.7 Reports and Records

1. Progress Reports:

The contractor will provide bi-weekly status reports outlining activities for the previous week, tasks accomplished and any outstanding issues and plans for the forthcoming two week period.

2. Final Report:

The contractor will provide a Draft Final Independent Engineer’s Report to be reviewed by the Electric Program Project Leader (or designee) to confirm that the report fully addresses the issues of interest to the Electric Program. The Final Report must address the Electric Program’s concerns raised in its review of the draft report.

The Final Report must identify the sources of data it may refer to and should include a discussion of the reasons the data and the source information should be considered reliable. Conclusory statements without supporting data and sources identified for that data will not constitute adequate performance. The Final Report must be accepted by the Electric Program Project Leader (or designee).

3. Records:

The records developed by the contractor, including correspondence with the government and all related parties, may be incorporated by the government as part of the record of decision for a loan or related approval. The contractor shall make copies of these records available to the government upon request at no incremental cost.

(End of Section F)

SECTION G – TASK ORDER ADMINISTRATION DATA

G.1 Accounting and Appropriation Data

Accounting and appropriation data for obligations under the Task Orders will be set forth on individual Task Orders.

G.2 Invoice Requirements

In order to request contract payment, the contractor shall submit a proper invoice, as defined by Federal Acquisition Regulation (FAR) 2.101 for payment in the manner and format described below. Invoices will be submitted monthly to the Contracting Officer with a copy to the COR, unless the Contractor(s), a small business, requests in writing that it be allowed to be bi-weekly.

Invoices may be submitted electronically. At a minimum, each invoice must provide the following information:

a. The contract number;

b. The RD account number

c. Property Address

d. The date(s) services(s) were performed

e. The amount billed under each contract line item number

f. Documentary evidence of expenses for which reimbursement is sought

g. A point of contact for invoice questions

h. The Contractor’s vendor identification number (which will be provided to the Contractor, if the Contractor has not provided services to USDA before this contract).

(b) In accordance with FAR 32.904(b), the CO, in conjunction with the COR and NFC, will determine whether the invoice is proper or improper within seven (7) days of receipt.

Improper invoices will be returned to the contractor within seven (7) days of receipt.

In accordance with FAR 32.904(b), the CO, in conjunction with the COR¸ will determine whether the invoice is proper or improper within seven (7) days of receipt. Improper invoices will be returned to the contractor within seven (7) days of receipt.

G.3 Task Order Points of Contact

Contracting Officer (CO) Ondray James, Contracting Officer Program Management Division 1400 Independence Avenue, S.W.

Mail Stop 0741 Washington DC 20250 Phone Number (202) 692-0124

Fax Number (202) 692-0117 Ondray.James@wdc.usda.gov

Designated COR Robin Meigel Finance Specialist – Electric Staff Division USDA Rural Utilities Service 1300 Independence Avenue, S.W.

Washington, DC 20250 robin.meigel@wdc.usda.gov

G.4 Contracting Officer’s Representative (COR)

The CO may designate CORs for individual Task Orders that will be responsible for the day-to-day coordination of the Task Order.

The COR will represent the CO in the administration of technical details within the scope of the Task Order. The COR is also responsible for the final inspection and acceptance of all Task Order deliverables and reports, and such other responsibilities as may be specified in the Task Order.

The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Task Order CO or the Government. The Task Order COR does not have authority to alter the Contractor’s obligations or to change the Task Order specifications, price, terms or conditions. If, as a result of oral presentations, it is desirable to modify Task Order obligations or the specification, changes will be issued in writing and signed by the CO.

G.5 Technical Direction

1. Performance of the work under this contract shall be subject to the technical direction of the Contracting Officer’s Technical Representative (COTR). The term "technical direction" is defined to include the following:

a. Technical directions to the Contractor which shift work emphasis between work areas or tasks, require pursuit of certain lines of inquiry, fill in details or otherwise serve to accomplish the contractual scope of work;

b. Providing information to the Contractor for assistance in the interpretation of drawings, specifications, or technical portions of the work description;

and

c. Review and, where required by the contract, approval of technical reports, drawings, specifications; and technical information to be delivered by the Contractor to the Government under the contract.

mailto:Ondray.James@wdc.usda.gov mailto:robin.meigel@wdc.usda.gov

2. Technical direction shall be within the general scope of work stated in the contract. The Contracting Officer’s Technical Representative does not have the authority to, and may not, issue any technical direction which (1) constitutes an assignment of additional work outside the general scope of the contract; (2) constitutes a change as defined in the contract clause entitled "Changes," (3) in any manner causes an increase or decrease in the total contract price; or (4) changes any of the expressed terms, conditions, or specifications of the contract.

3. All technical directions shall be issued in writing by the Contracting Officer’s Technical Representative (COTR) or shall be confirmed by him/her in writing within five (5) working days.

4. The Contractor shall proceed promptly with the performance of technical directions duly issued by the Contracting Officer’s Technical Representative (COTR) in the manner prescribed by this clause and within his/her authority under the provisions of this clause.

5. If, in the opinion of the Contractor, any instruction, or direction issued by the

Contracting Officer’s Technical Representative (COTR) is within one of the categories as defined in G.5.1 (a) through G.5.1(c) above, the Contractor shall not proceed but shall notify the Contracting Officer, in writing, within five (5) working days after the receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract accordingly.

Upon receiving such notification from the Contractor, the Contracting Officer shall issue an appropriate contract modification or advise the Contractor, in writing, that, in his/her opinion, the technical directions are within the scope of this clause and do not constitute a change under the "Changes" clause of the contract. The Contractor shall thereupon proceed immediately with the direction given. Any failure of the parties to agree upon the nature of the 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."

(End of Section G)

SECTION H – SPECIAL CONTRACTING REQUIREMENTS

H.1 AGAR 452.237-74 Key Personnel (FEB 1988)

a. 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.

b. 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.

See Section L - Staffing 1(b), Key Personnel

(End of Clause)

(End of Section H)

SECTION I - CONTRACT CLAUSES

Order. In addition to those listed, the Provisions and Clauses listed below are applicable as well.

I. 1 Clauses Incorporated in Full Text

The clauses incorporated in full text in the GSA FSS basic contract apply to this Task Order.

52.216-1 Type of Contract (Apr 1984)

The Government contemplates award of a Firm Fixed Price contract resulting from this Solicitation.

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 ten (10) days.

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 at any time within the term of the contract, provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least thirty (30) days 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 sixty (60) months or five (5) years.

52.222-41 Service Contract Act of 1965, as Amended (Nov 2007)

52.222-42 Statement of Equivalent Rates for Federal Hires (Sep 2009)

In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

52.222-43 Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Sep 2009)

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

52.227-14 Rights in Data—General, Alternate II, III, and V (Dec 2007)

52.227-16 Additional Data Requirements (Jun 1987)

52.232-18 Availability of Funds (Apr 1984)

52.232-19 Availability of Funds for the Next Fiscal Year (Apr 1984)

(End of Section I)

SECTION J – RESERVED

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SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND

OTHER STATEMENTS OF OFFERORS

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items. (Jul 2012)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

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

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

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

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)

(Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

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

_X_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Feb 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

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

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

6101 note).

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

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

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

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

__ (11) [Reserved] __ (12)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011)

(15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

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

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

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

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

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

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

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

__ (iv) Alternate III (Jul 2010) of 52.219-9.

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

__ (17) 52.219-14, Limitations on Subcontracting (Nov 2011)

(15 U.S.C. 637(a)(14)).

__ (18) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999)

(15 U.S.C. 637(d)(4)(F)(i)).

__ (19)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small

Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

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

__ (20) 52.219-25, Small Disadvantaged Business Participation Program—

Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

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

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

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

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

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

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

_X_ (27) 52.222-19, Child Labor—Cooperation with Authorities and Remedies

(Mar 2012) (E.O. 13126).

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

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

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

_X_ (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010)

(29 U.S.C. 793).

_X_ (32) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C.

4212).

_X_ (33) 52.222-40, Notification of Employee Rights Under the National Labor

Relations Act (Dec 2010) (E.O. 13496).

X__ (34) 52.222-54, Employment Eligibility Verification (JUL 2012). (Executive

Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

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

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

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

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

__ (ii) Alternate I (DEC 2007) of 52.223-16.

_X_ (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While

Driving (AUG 2011) (E.O. 13513).

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

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