wi info gathering solicitation.pdf

PDF 985 KB Posted Dec 9, 2008

Attached to: USDA/FSA/Wisconsin State Office Solicitation for Establishment of Blanket Purchase Agreements For Information Gathering
Solicitation number: AG-645S-S-09-0002
Issued by: Department of Agriculture Farm Service Agency Kansas City Commodity Office

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USDA/FSA/Wisconsin State Office Combined Synopsis/Solicitation for Establishment of Blanket Purchase Agreements For Information Gathering

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United States Department of Agriculture (USDA) Farm Service Agency (FSA)

Wisconsin State Office

Solicitation Number: AG-645S-S-09-0002

For Establishment of Blanket Purchase Agreements For Information Gathering

Issue Date: 12/09/2009

Table of Contents

Section A Solicitation/contract form Section B Supplies or services and prices/costs B.1. General Description of Services B.2. Schedule of Services and Estimated Quantity B.3. Service Pricing Section C Description/specifications/statement of work C.1. Background C.2. Statement of Work

C.2.1. Task 001 Balance Sheet C.2.2. Task 002 Actual Income and Expenses C.2.3. Task 003 Projected Income and Expense Summary Input and the Related Schedules

Section D Packaging and marking Section E Inspection and acceptance Section F Deliveries or Performance Section G Contract administration data G.1. BPA Call G.2. Invoice Submission G.3. Invoice Payment Section H Special contract requirements H.1. Conduct H.2. Restrictions Against Disclosure, Confidentiality, and Conflicts of Interest H.3. Materials Supplied by the Government Section I Contract Clauses I.1 FAR Clauses I.2 AGAR Contract Clauses Section J List of attachments Section K Representations, certifications, and other statements of offerors or respondents25 Section L Instructions, conditions, and notices to offerors or respondents L.1. Issued By L.2. Inquiries L.3. Submission of Solicitation Response L.4. Information for Preparing Solicitation Response L.5. FAR Solicitation Provisions L.6. AGAR Solicitation Provisions Section M Evaluation factors for Award Exhibit A: Information Gathering Worksheet Exhibit B: 2009 Planning Prices Exhibit C: BPA Call sample Exhibit D: Invoice Sample Exhibit E: Contractor’s Summary Report Exhibit F: Letter of Introduction sample Exhibit G: List of Counties (number of borrowers) Attachment 1: Wisconsin County Service Center Invoice Address List

Attachment 2: U.S. Department of Labor Wage Determinations pursuant to the Service Contract Act of 1965

Section A Solicitation/contract form Form SF-1449, “Solicitation/Contract/Order for Commercial Items”

Solicitation No: AG-645S-S-09-0002 Page 4

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

FSA-STO-WI

MADISON WI 53717

8030 EXCELSIOR DRIVE, SUITE 100

USDA FSA WI OFFICE

MADISON

FSA-KC-KCAB CODE 16. ADMINISTERED BYCODE

561410

SIZE STANDARD:

100.00% FOR:SET ASIDE:UNRESTRICTED OR

FSA-KC-KCAB

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

01/02/2009 1700 CS

12/09/2008

816-823-1103STACY LOWE

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

AG-645S-S-09-0002

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEM 1. REQUISITION NUMBER PAGE OF

1 4OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

Kansas City MO 64141-6205 P.O. Box 419205 Beacon Facility - Mail Stop 8388

USDA, FSA. AMD, KCAB

WI Information Gathering

15. DELIVER TO

KANSAS CITY MO 64141-6205

MAIL STOP 8388

PO BOX 419205

U. S. DEPARTMENT OF AGRICULTURE

9. ISSUED BY

2. CONTRACT NO.

EFFECTIVE DATE

$6.5

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

HUBZONE SMALL

BUSINESS

EMERGING SMALL

BUSINESS

8(A)

KANSAS CITY ACQUISITION BRANCH

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Tax ID Number: Not Available DUNS Number: Not Available In response to this solicitation the Government intends to establish multiple Blanket Purchase Agreements (BPA) with vendors whose proposals demonstrate the best value to the Government.

The subject services of the BPA are financial statement information gathering of Farm Loan Program borrowers. The period specified for this BPA is five (5) years.

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

HEREIN, IS ACCEPTED AS TO ITEMS:

DATED

STACY LOWE

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

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

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDEND

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

OFFER

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS

NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 3/2005) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Technical Information Contact:

Andrew Halada

Appraiser/Farm Loan Specialist

Wisconsin State Farm Service Agency Office

(608)662-4422, ext: 108

Solicitation Information Contact:

Stacy Lowe

Contract Specialist

Kansas City Acquisition Branch

Acquisition Management Division

Farm Service Agency

(816)823-1103

Period of Performance: 01/31/2009 to 12/31/2013

001 Manitowoc County Service Center: 300 EA

Serves: Manitowoc, Kewaunee, Sheboygan, Door, Calumet

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

002 Oconto County Service Center 225 EA

Serves: Oconto, Brown, Marinette, Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

003 Shawano County Service Center 297 EA

Serves: Shawano, Waupaca, Outagamie

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 4

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

AG-645S-S-09-0002

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

004 Clark County Service Center 570 EA

Serves:Clark, Marathon, Lincoln, Taylor, Langlade, Price, Wood, Portage

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

005 Monroe County Service Center 120 EA

Serves: Monroe, La Crosse, Juneau

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

006 Vernon County Service Center 180 EA

Serves: Vernon, Crawford, Richland

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

007 Trempealeau County Service Center 45 EA

Serves: Trempealeau, Buffalo, Jackson

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

008 Lafayette County Service Center 480 EA

Serves: Lafayette, Green

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

009 Fond du Lac County Service Center 225 EA

Serves: Fond du Lac, Winnebago, Green Lake, Marquette, Ozaukee, Washington, Waushara, Adams

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

010 Iowa County Service Center 300 EA

Serves: Iowa, Dane, Sauk

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

011 St. Croix County Service Center 120 EA

Serves: St. Croix, Dunn, Pierce, Pepin

Product/Service Code: R612

Product/Service Description: INFORMATION RETRIEVAL

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

Section B Supplies or services and prices/costs

B.1. General Description of Services In response to this solicitation the Government intends to establish multiple Blanket Purchase Agreements (BPA) with vendors whose proposals demonstrate the best value to the Government. The subject services of the BPA are financial statement information gathering of Farm Loan Program borrowers. The period specified for this BPA is five (5) years.

B.2. Schedule of Services and Estimated Quantity Information gathering services will be required within most Wisconsin counties. Provided in the table below are County FSA servicing offices, their counties served, and estimated quantity of services required.

County Service Center Counties Served Estimated Services

Required* Manitowoc County Service Center

Manitowoc Kewaunee Sheboygan Door Calumet

Oconto County Service Center

Oconto Brown Marinette

Shawano County Service Center

Shawano Waupaca Outagamie

Clark County Service Center

Clark Marathon Lincoln Taylor Langlade Price Wood Portage

Monroe County Service Center

Monroe La Crosse Juneau

Vernon County Service Center

Vernon Crawford Richland

Solicitation No: AG-645S-S-09-0002 Page 6

County Service Center Counties Served Estimated Services Required*

Trempealeau County Service Center

Trempealeau Buffalo Jackson

Lafayette County Service Center

Lafayette Green

Fond du Lac County Service Center

Fond du Lac Winnebago Green Lake Marquette Ozaukee Washington Waushara Adams

Iowa County Service Center

Iowa Dane Sauk

St. Croix County Service Center

St. Croix Dunn Pierce Pepin

Dodge County Service Center

Dodge Columbia Waukesha

Barron County Service Center

Barron Rusk Sawyer Polk Washburn Burnett

Eau Claire County Service Center

Eau Claire Chippewa

Rock County Service Center

Rock Jefferson Walworth Kenosha Racine

Statewide Total = 3318

*These estimated quantities of services are projected for each year the BPA is in effect. The period specified for this BPA is five (5) years.

B.3. Service Pricing

Solicitation No: AG-645S-S-09-0002 Page 7

In response to this the solicitation the offeror shall provide fixed prices to perform the services described in Section C. Since the BPA will be for five years, fixed rates should be provided for each year of the BPA. These rates will be reviewed and approved by the Government.

Once approved, the rates will be incorporated into each Contractor’s BPA terms and conditions.

The offeror shall provide fixed prices to correspond to the line items set forth on the SF-1449 pages 1 and 2, and continuation sheet pages 3 and 4. Rates should be provided for the five (5) year duration of the BPA as follows:

• BPA Year 1: January 1, 2009 through December 31, 2009

• BPA Year 2: January 1, 2010 through December 31, 2010

• BPA Year 3: January 1, 2011 through December 31, 2011

• BPA Year 4: January 1, 2012 through December 31, 2012

• BPA Year 5: January 1, 2013 through December 31, 2013

Section C Description/specifications/statement of work

C.1. Background The Consolidated Farm and Rural Development Act (7 U.S.C. 1921 et seq.) established Farm Loan Programs. USDA, Farm Service Agency (FSA) makes direct and guaranteed farm ownership (FO) and operating loans (OL) to family-size farmers and ranchers who cannot obtain commercial credit from a bank, Farm Credit System institution, or other lender. FSA loans can be used to purchase land, livestock, equipment, feed, seed, and supplies. FSA loans can also be used to construct buildings or make farm improvements.

The Farm Loan Program is required to complete a year-end analysis that provides an opportunity for the borrower and FSA to discuss and evaluate a borrower’s financial and production performance, progress toward goals, effectiveness of operational management, and FSA supervision and oversight. These analyses also provide an opportunity to modify the plan of supervision and to address other changes in the borrower’s operations or situation. The following financial information is required to perform a year-end analysis:

1. Year-end balance sheet information from FSA borrower,

2. Year-end actual income, expense and production data from FSA borrowers, and

3. Income, expense and production projections from FSA borrowers.

To facilitate and expedite the year-end analysis process performed by the Government, Contractors are used to gather the financial information listed above from specified FSA borrowers.

C.2. Statement of Work Upon acceptance of a BPA call, the Contractor shall provide the following services as set forth below. The Contractor shall arrange appointments with the FSA farm borrowers. The Contractor shall furnish the necessary personnel, material, equipment, services, and facilities to perform the Statement of Work. Information gathered per FSA farm borrower

Solicitation No: AG-645S-S-09-0002 Page 8 shall be submitted to the ordering County Service Center within 30 calendar days of acceptance of the BPA call.

C.2.1. Task 001 Balance Sheet (Exhibit A Information Gathering Worksheet)

• BPA Year 1: Balance Sheet as of January 1, 2009

• BPA Year 2: Balance Sheet as of January 1, 2010

• BPA Year 3: Balance Sheet as of January 1, 2011

• BPA Year 4: Balance Sheet as of January 1, 2012

• BPA Year 5: Balance Sheet as of January 1, 2013

(a) The Contractor will meet with the FSA farm borrower and complete the Balance

Sheet portion of the Information Gathering Work Sheet (pages 1-2).

(b) The borrowers and any co-applicant’s signature and date will be obtained for the

Balance Sheet portion (page 2).

(c) The Contractor will provide a short summary of the meeting with the borrower detailing the date they met with the borrower and who was the Contractor or the Contractor’s representative was who obtained the information.

(d) Changes in Machinery and Equipment will be made on Page 5 of the Information Gathering Worksheet. (FSA will provide the most recent complete list.)

C.2.2. Task 002 Actual Income and Expenses (Exhibit A Information Gathering Worksheet)

• BPA Year 1: Actual Income and Expenses for 2008

• BPA Year 2: Actual Income and Expenses for 2009

• BPA Year 3:Actual Income and Expenses for 2010

• BPA Year 4: Actual Income and Expenses for 2011

• BPA Year 5: Actual Income and Expenses for 2012

(a) The Contractor will meet with the FSA farm borrower and complete the “Actuals” portion of the Information Gathering Worksheets (pages 3 and 4) by reviewing the monthly financial and production record entries used to generate the annual summary of the family's financial record-keeping system.

(b) The Contractor will obtain the borrower and any co-applicant’s signatures on page 4 of the Information Gathering Worksheet.

• the date of the meeting(s),

• the name of the Contractor’s representative who met with the borrowers,

• the persons the Contractor met with, and

• any facts on production, payments made, decrease or increase in debts, borrower needs and observations made by the Contractor that should be considered in any future loan making assessments including but not limited to: an assessment if the existing record keeping system is up to date and accurate.

Solicitation No: AG-645S-S-09-0002 Page 9

C.2.3. Task 003 Projected Income and Expense Summary Input and the Related Schedules

(Exhibit A Information Gathering Worksheet)

• BPA Year 1: Projected Income and Expenses for 2009

• BPA Year 2: Projected Income and Expenses for 2010

• BPA Year 3: Projected Income and Expenses for 2011

• BPA Year 4: Projected Income and Expenses for 2012

• BPA Year 5: Projected Income and Expenses for 2013

(a) The Contractor will meet with the FSA farm borrower and complete the Rental and

Lease Information (page 2) of Information Gathering Worksheet, and the Plan/Projections portion of the Information Gathering Worksheet (Pages 3-4) by reviewing the last 3 years historical information, if available, taking into consideration of any future changes. Income projections will be based on the Applicable Year Planning Price Guidelines (Exhibit B).

NOTE: Annually the Government will provide each BPA holder the most recent year Planning Price Guidelines.

(b) The Contractor will obtain the borrower and co-applicant’s signatures on page 4 of the Information Gathering Worksheet, if not already obtained.

• the date of the meeting(s),

• the name of the Contractor’s representative who met with the borrowers,

• the persons the Contractor met with,

• any discussions on deviations of historical yields and production and the established planning prices used.

• any other information that FSA should be made aware of.

Section D Packaging and marking Not Applicable to this solicitation.

Section E Inspection and acceptance

In accordance with FAR 52.212-4, Contract Terms and Conditions – Commercial Items, paragraph

(a) Inspection/Acceptance the Government initial inspection will be performed by the ordering County Service Center within one (1) week of delivery of items specified in Tasks 1, 2, and 3 of the Statement of Work.

Final Acceptance will be performed by the Contracting Officer’s duly authorized representative within the Wisconsin State FSA Office within seven (7) business days of receipt from the ordering County Service Center.

Section F Deliveries or Performance Upon acceptance of a BPA call, the information gathered as specified in Tasks 1, 2, and 3 of the Statement of Work per FSA farm borrower shall be submitted to the ordering County Service Center within 30 days.

Solicitation No: AG-645S-S-09-0002 Page 10

Section G Contract administration data

G.1. BPA Call FSA is obligated only to the extent of authorized purchases actually made under the BPA.

The BPA call is an order that is placed with a vendor based upon the BPA. This is the actual contract between the vendors and the Government. FSA is not obligated to place any orders with the vendor under this BPA. The Vendor is not obligated to accept any orders under this BPA. However, if the Vendor accepts a BPA call, they are obligated to provide the services under the terms and conditions of the BPA.

The Contracting Officer or Ordering Official shall issue the BPA call to the Contractor.

The number of BPA calls assigned to a Contractor shall be in a manner in which the Contractor can reasonably complete all work with in one 30 calendar day period. Each BPA call shall include the following information. (Exhibit C is a sample BPA call)

1. Date of Order

2. Vendor Code provided by FSA

3. BPA Number

4. BPA Call Number

5. Description of task assignment and quantities

6. Schedule of order completion (setting priorities within a BPA call).

7. Fixed price for the order

8. Other pertinent data or instructions.

G.2. Invoice Submission Invoices for completed work (Exhibit D Sample Invoice) and the Contractor’s Summary Report (Exhibit E), as documentation of a monthly billing statement, shall be submitted to ordering County Service Center. Attachment 1 contains mailing addresses for each County Service Center. If the Contractor uses their own invoice and summary format, at a minimum, it shall contain the information required in Exhibits D and E.

G.3. Invoice Payment Invoice payments will be processed within 30 days of acceptance. Payment will not be made for incomplete or unacceptable work.

NOTE: In the event the Contractor has made efforts to obtain the required information but the borrowers were uncooperative, the Contractor may receive 25% of the approved fixed rate per service. Proof of the Contractor’s efforts shall be provided as follows, and is subject to review and approval by FSA:

• Initial appointment is scheduled (confirmed in writing by borrower), and borrower is uncooperative. (Include proof of contact, dates of phone calls and/or copies of correspondence.)

• For second attempt send a certified letter with return receipt and instructions to reply in writing to confirm farm visit appointment.

Solicitation No: AG-645S-S-09-0002 Page 11

Section H Special contract requirements

H.1. Conduct During the course of any resulting BPA and each issued BPA call, the Contractor shall maintain the standards of honesty, integrity, impartiality, confidentiality of information and conduct to that of Government employees.

The contractor shall obtain the services of qualified employees in all instances. The Contractor shall be responsible for actions or omissions of its employees in performance of work under any resulting BPA.

During the period of performance of any resulting BPA, the Contractor shall not engage in other employment that is a conflict of interest with the duties of this contract. The Contractor will not directly or indirectly engage in financial transactions of any kind of business relying on information obtained through the performance of any resulting BPA call. The Contractor will not have a direct or indirect financial or other interest that conflicts or appears to conflict with its responsibilities and duties under any resulting BPA.

During the period of performance of any resulting BPA call, the Contractor shall not utilize FSA facilities, telephones, or equipment.

H.2. Restrictions Against Disclosure, Confidentiality, and Conflicts of Interest

AGAR 452.237-75 Restrictions Against Disclosure (Feb 1988) A. The Contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor's possession, 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, in writing, the Contracting Officer, named herein, in the event that the Contractor determines or has reason to suspect a breach of this requirement.

B. The Contractor agrees not to disclose any information concerning the work under this contract to any persons or individual, unless prior written approval is obtained from the Contracting Office. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(End of Clause)

AGAR 452.224-70 Confidentiality of Information (Feb 1988)

(a) Confidential information, as used in this clause, means --

(1) information or data of a personal nature, proprietary about an individual, or (2) information or data submitted by or pertaining to an organization.

Solicitation No: AG-645S-S-09-0002 Page 12

(b) In addition to the types of confidential information described in (a)(1) and (2) above, information which might require special consideration with regard to the timing of its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

(c) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause.

(d) If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(e) Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization.

(f) Written advance notice of at least 45 days will be provided to the Contracting Officer of the Contractor's intent to release findings of studies or research, which have the possibility of adverse effects on the public or the Federal agency, as described in (b) above. If the Contracting Officer does not pose any objections in writing within the 45 day period, the contractor may proceed with disclosure. Disagreements not resolved by the Contractor and Contracting Officer will be settled pursuant to the "Disputes" clause.

(g) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

(h) The provisions of paragraph (e) of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State or local laws.

(End of Clause)

Protection of Privileged Information During the course of this contract, the Contractor will be given access to information of privileged nature. The Contractor shall not disclose or cause to be disclosed such information to anyone other than the Ordering Official at any time during and after the term of this contract and further, shall not use the information for any purpose other than in the formal review and analysis. Non-compliance of this provision is a violation of the Privacy act of 1974 and may result in criminal liability.

Solicitation No: AG-645S-S-09-0002 Page 13

Organizational Conflicts Of Interest A. The Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

B. The Contractor agrees that if an actual or potential organization conflict of interest is discovered after award, the Contractor will make a full disclosure, in writing, to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

C. The Government may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict of interest after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default, debar the Contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

D. The Contractor further agrees to insert provisions which shall conform substantially to the language of this clause, including this paragraph (4), in any subcontract or consultant agreement hereunder.

Waivers, Release and Discharges The Contractor waives, releases, and discharges the Government from any and all claims, demands, and causes of action for damages to person(s) or property, which may arise in any manner incident to the execution of any resulting BPA, except its rightful claim for payment or compensation, as provided herein.

The Contractor agrees that any resulting BPA and/or BPA call shall not be reassigned without prior written consent of the Contracting Officer.

H.3. Materials Supplied by the Government The Government shall provide the following materials for use in the performance of any resulting BPA call.

• Copies of the necessary USDA regulations

• Any applicable forms and instructions

• Copies of the previous balance sheet and farm plan, as applicable

• Current statement of account

• A letter of introduction signed by the Contracting Officer or Ordering Official

Section I Contract Clauses

I.1 FAR Clauses 52.212-4 Contract Terms and Conditions - Commercial Items (Oct 2008)

Solicitation No: AG-645S-S-09-0002 Page 14

(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.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

(1) 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;

Solicitation No: AG-645S-S-09-0002 Page 15

(ii) Invoice date and number;

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

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

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

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

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

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

and

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

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

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

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

(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—

Solicitation No: AG-645S-S-09-0002 Page 16

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

33.211 if-

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt;

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

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

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

Solicitation No: AG-645S-S-09-0002 Page 17

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement

Solicitation No: AG-645S-S-09-0002 Page 18 integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Central Contractor Registration (CCR).

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

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

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual

Solicitation No: AG-645S-S-09-0002 Page 19 confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888- 227-2423 or 269-961-5757.

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items (Oct 2008)

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

(2) 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.]

__ (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).

__ (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

__ (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (July 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (4) [Reserved]

_X_ (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C.

644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (6)(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.

__ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C.

637(d)(2) and (3)).

__ (8)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C.

637(d)(4)).

Solicitation No: AG-645S-S-09-0002 Page 20

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

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

__ (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

__ (11)(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.

__ (12) 52.219-25, Small Disadvantaged Business Participation Program— Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (13) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set- Aside (May 2004) (15 U.S.C. 657 f).

__ (15) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C. 632(a)(2)).

_X_ (16) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (17) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

_X_ (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (19) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

_X_ (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

_X_ (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans…

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