AG-9104-S-14-0003_SOW_and_Clauses.rtf

Synopsis:

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation Subpart 12.6, as supplemented with additional information in this notice. This announcement constitutes the only solicitation; proposals are being requested. Solicitation AG-9104-S-14-0003 is issued as a request for proposals (RFP's); this solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-72. The United States Department of Agriculture, Natural Resources Conservation Service (NRCS), California State Office intends to award multiple Blanket Purchase Agreements (BPA's) to small business sources capable of providing title and escrow services for conservation easements. A BPA is a method of filling anticipated repetitive needs. It is not a contract. The Government is not obligated to place any call orders nor is the vendor obligated to accept any orders. For each work assignment, the Government will request title services through the issuance of a BPA call order from those firms that have been awarded BPA's. Individual call orders shall be submitted in accordance with the terms agreed to in the BPA. Government personnel authorized to place call orders under the BPA will be identified on the BPA by name and telephone number. The contractor will be expected to furnish the service in accordance with the terms and conditions of the BPA, without the need for additional paperwork beyond the Statement of Work that accompanies the order.

Updating and/or developing title reports, issuing title commitment, title insurance, and filing of easement documents will be for conservation easements located throughout the State of California. The contractor shall furnish all services, including obtaining title insurance from a title company approved by the U.S. Attorney General. The contractor will perform the same services as a commercial transaction, including preparing preliminary and final title commitments, obtaining deeds and completion of any necessary curative instruments to assure merchantable title to the conservation easement. The Statement of Work is attached to this solicitation. Timely delivery of complete and accurate title commitments is crucial to the success of NRCS programs. Call order completion dates will vary depending on the phase of services provided. Photocopies requested by NRCS based on title policy exceptions shall be provided to NRCS within 7 calendar days of NRCS request. Timeframes may fluctuate and therefore will be negotiated with the Contracting Officer as deemed necessary.

This is a Total Small Business Set Aside. The applicable NAICS Code is 541191, with a business size standard of $10M.

PERIOD OF PERFORMANCE: Escrow and Title Services are being sought for a period of five (5) years with a BPA period anticipated to be 15 May 2014 through 14 May 2019 or upon signature of both parties, whichever is later. The BPA will remain in effect until cancelled by either party or for five years whichever is later.

STANDARDS AND RESPONSIBILITIES: Title Commitment services must comply with the Department of Justice (DOJ) Title Standards 2001.

The Offeror must be 1) knowledgeable of current requirements of California State Law in connection with real estate transactions and obtaining title clearances; 2) be an approved agent licensed to do title insurance business in the State of California; 3) use a title insurance company that is on the United States Attorney General's list of approved companies and also approved by the State Insurance Commissioner in order to assure compliance with all state laws, including title insurance reserve requirements; and 4) provide evidence of liability insurance coverage (standard closing protection letter) for errors and omissions in the amount of at least $1,000,000 and fidelity coverage of at least $500,000 on each individual who will perform substantial services in the process of an easement; or provide an indemnification agreement, satisfactory to NRCS, from the title insurance company providing for reimbursement to NRCS for any loss caused by fraud or failure by the attorneys, agents, or employees of the contractor to comply with NRCS' written closing instructions.

The provisions of FAR 52.212-1, Instructions to Offerors-Commercial Items applies to this acquisition. Offerors must submit a completed copy of the provisions at FAR 52.212-3, Offerors Representations and Certifications - Commercial Items with their offer. In addition, the provisions of FAR 52.212-4 Contract Terms and Conditions - Commercial Items and FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial items apply to this solicitation and are attached.

Scope of Work for Title Search and Closing Services for NRCS California Easement Programs

OBJECTIVE

The objective of this Blanket Purchase Agreement (BPA) is to obtain title search, preliminary title commitment, final title policy, and closing services for acquisitions of conservation easements in the State of California on behalf of the United States of America, acting by and through the Natural Resources Conservation Service (NRCS), U.S. Department of Agriculture (USDA), pursuant to Title II of the Agricultural Act of 2014 (Public Law 113-79).

B. BACKGROUND

The Agricultural Conservation Easement Program (ACEP) authorizes the acquisition of easement rights from willing landowners for the purpose of restoring and protecting wetlands, and associated upland and riparian areas. NRCS is the lead USDA agency that is charged with administering this program.

SCOPE

The contractor must coordinate and facilitate the following services:

Providing preliminary title commitments and proformas and issuing final title insurance policies Obtaining signatures on Warranty Easement Deeds Obtaining signatures on subordination agreements and limited lien waivers Working with NRCS and landowners to clear exceptions on title to the property and resolve vesting issues Other services, as necessary, to finalize easement transactions.

The contractor will perform the same services as in a commercial transaction, including obtaining and recording deeds, and any necessary curative instruments to ensure merchantable, insurable title to the easement area is in the name of the United States of America.

D. STANDARDS AND RESPONSIBILITIES

The contractor is responsible for having up-to-date knowledge of the requirements of the State’s laws on title searches, closing real estate transactions, and title clearance. The title insurance company and its issuing agents must be on the U.S. attorney general’s list of approved companies and must comply with the State’s laws, including title insurance reserves requirements. The contractor must be licensed to do title insurance business in California. The title insurance company must be approved by the State’s insurance commissioner.

The contractor will provide evidence of at least $1 million in liability insurance coverage for errors and omissions or provide an indemnification agreement from the title insurance for which the contractor will close the transaction or transactions, satisfactory to the NRCS, providing for reimbursement to NRCS for any loss caused by fraud or dishonesty, or for failure by the attorneys, agents, or employees of the contractor to comply with NRCS’s written closing instructions. The American Land Title Association (ALTA) closing protection letter, revised on March 27, 1987, is satisfactory to meet this condition of responsibility. Evidence of liability must be provided prior to award.

E. DESCRIPTION OF SERVICES

The contractor must obtain the following:

The title search will be for a sufficient period of time for the title company to insure the title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud the title of the easement to be purchased. Title search services and title commitment must be provided within 15 business days of receiving the request from NRCS. The contractor will be provided with the name and address of the landowner, a copy of the vesting deed, a location map of proposed easement area, and access.

Upon NRCS’s receipt of the preliminary title commitment, NRCS will review the documents and consult with the contractor regarding title issues that must be cleared or vesting issues that need resolution. If NRCS makes an offer of enrollment to the landowner and the landowner signs an “Agreement for the Purchase of Conservation Easement,” NRCS will then obtain a survey of the boundary of the proposed easement area. Once the survey has been completed, the surveyed legal description and map(s) will be provided to the contractor with the draft Warranty Easement Deed in order for the contractor to prepare a proforma title policy. The proforma shall be provided to NRCS within 10 business days of the request from NRCS. If significant time has passed since the original title commitment was prepared, NRCS may request an updated title commitment at this time and it shall also be provided to NRCS within 10 business days of the request.

Upon receipt of the proforma, NRCS will forward the preliminary title commitment, proforma and other related documentation to its Office of General Counsel (OGC) for a preliminary title opinion (PTO). If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which must be cured. OGC prefers that the profoma and final title policy not contain an exception related to the terms and conditions of the Warranty Easement Deed to be recorded at closing. However, if such an exception is required, only the following language is acceptable: “All those rights reserved by the Grantor in that certain Warranty Easement Deed between _________ (Grantor) and the United States of America (Grantee), recorded _______, as Document No. ______.”

NRCS will send closing instructions with the PTO to the contractor. The contractor is required to close within 25 business days after receipt of the PTO and closing instructions letter. The closing services will be performed in the town office of the town in which the easement is located, unless the contractor and landowner agree to a different location. The contractor will not close any transaction or record deeds or other instruments prior to receiving the PTO and closing instructions letter.

The contractor will be required to obtain the execution of such items as releases, full or partial satisfactions of mortgages, subordinations, lien waivers, affidavits of mechanic’s liens, child support, and various types of releases of encumbrances on the property.

The contractor will close the transaction, record the deeds and other instruments as necessary, and ensure that the following have occurred:

No new encumbrances have been recorded against the subject property since the date of the title commitment. If any new encumbrances have been recorded against the subject property since the date of the title commitment, the contractor will immediately notify the NRCS and will not proceed until further instructions are received.

Receipt, execution, and recordation of the Warranty Easement Deed signed by the landowner.

All exceptions required to be removed, released, subordinated, waived, or otherwise handled, as set forth in the OGC’s PTO, have been completed and the applicable clearance documents recorded. All other requirements in the PTO and closing instructions have been met.

All taxes, assessments, etc., are paid to the date that the Warranty Easement Deed is recorded.

The contractor must ensure compliance with any listed title commitment or binder requirements.

No exceptions besides those shown in the proforma and approved in the PTO shall appear in the final title policy, unless other approval has been provided by NRCS in writing.

The contractor will return the following package to NRCS within 5 business days of closing and receiving recording confirmation:

The invoice covering the agreed-upon costs incurred for services provided, for which the contractor will be paid a flat fee for services rendered, including all travel expenses, copy costs, telephone charges, and the like. The contractor will provide documentation for reimbursable expenses, such as title insurance fees and recording costs.

Policy of title insurance (original and one copy): ALTA U.S. Policy Form 9-28-

91 must be used, naming the United States of America as insured for the purchase price as of the date and time of the Warranty Easement Deed recording. The policy of title insurance will be free and clear of any and all encumbrances (exceptions) to the title, except those shown as acceptable in the OGC’s PTO.

A certified copy of the recorded Warranty Easement Deed to the United States of America.

Certified copies of any title clearance documents showing the recordation date.

Upon receipt of the above package and confirmation that the PTO and closing instructions were followed, NRCS will process the contractor’s payment for closing services. If NRCS finds that the policy of title insurance does not comply with the closing instructions and PTO, NRCS will notify contractor and a corrected policy must be provided within 5 business days.

F. CONFLICT OF INTEREST

The contractor will not close an NRCS easement purchase for a spouse, child, partner, or business associate, and must not have a financial interest in the real estate covered by the proposed easement.

G. AUTHORITY

Only the NRCS contracting officers may place orders under this BPA. Any modifications or questions may be directed to the originating contracting officer.

H. NONDISCLOSURE

Work performance required by this scope of work will involve access to potentially sensitive information about governmental and landowner issues. All contractor personnel must comply with the terms of AGAR 452.224-70, “Confidentiality of Information,” as well as provisions of the Privacy Act of 1974, 5 U.S.C. Section 552a. Additionally, the contractor’s employees must comply with the requirement for privacy of personal information relating to natural resources conservation programs, in accordance with section 1244 of title II of the Farm Security and Rural Investment Act of 2002 (Public Law 107-171).

I. CIVIL RIGHTS AND PROGRAM DELIVERY

By signing this agreement, the contractor assures the U.S. Department of Agriculture that the program or activities provided for under this agreement will be conducted in compliance with all applicable Federal civil rights laws, rules, regulations, and policies.

J. TERMS AND CONDITIONS

System for Award Management (SAM) requirement:

All contractors must be registered with the System for Award Management to be awarded a BPA. You may register easily and quickly online at www.SAM.gov or 1-888-227-2423. The first step to registering is to obtain a Data Universal Numbering System (DUNS) number, which is a unique nine-character identification number provided by the commercial company Dun & Bradstreet (D&B). To request a DUNS number call D&B at the toll free number 1-866-705-5711 or register online at http://www.dnb.com. Obtaining a DUNS number through this process is free of charge. It is advised that you begin this process as soon as possible since it can take several days to complete. Failure to register by close of business on the third day after notification of possible award by the Contracting Officer may cause rejection of your offer.

2. Term of Agreement:

The term of this Agreement will be for the period of five (5) years beginning 15 May 2014 or date of award, whichever is later, through 14 May 2019. This Agreement will be reviewed annually to ensure that it still represents a “best value” to the Government.

3. Extent of Obligation:

The Government is obligated under this Blanket Purchase Agreement only to the extent of authorized Call Orders actually placed against this Agreement. This BPA does not obligate any funds. Funds will be obligated on each individual Call Order issued.

4. Pricing Increases:

Call Orders shall be issued based on the best estimated cost of services to be performed for a specific proposed easement. Estimated costs will be based on the fixed price schedule submitted in the bid package and approved by the Contracting Officer. In the event of a price increase, the prices as stated herein will remain in effect for a reasonable period (30) days from the date of the Contractor’s written notice of such increases to allow the Government sufficient time to update pricing. Any price increase requests must be supported by sufficient documentation to justify the price increase. The documentation must be submitted with the price increase request. Price increase requests may be submitted once annually starting after the first 12 month period of the Agreement. A request for a pricing increase does not automatically guarantee such increases.

5. Single Purchase Limitation:

No individual Call Order placed under this Agreement shall exceed $15,000.00. Performance of services under any Call Order exceeding this limitation will be at the Contractor’s risk.

6. Total Annual Purchase Limitations:

The maximum amount of Call Orders (in aggregate) to be placed under this Agreement is not to exceed $250,000 per year. Performance of any Call Order work exceeding this limitation will be at the Contractor’s risk.

7. Procedure for Placement of Orders:

Authorized individuals will place Call Orders with the Contractor by issuing a Call Order number, as well as the Blanket Purchase Agreement number, on all correspondence concerning this Agreement, including delivery transmittals and invoices. The Contracting Officer will maintain a register of Call Order numbers for each fiscal year.

Delivery of services shall be implemented only by a Call Order issued by the Contracting Officer or Administrative Contract Specialist. Each Call Order will contain a description of the work to be performed along with map of the proposed easement area and a Call Order start and a completion date. Orders will be issued on a unilateral basis; however, the Contractor may reject the Call Order in writing within five (5) calendar days of receipt. Non-receipt of such written rejection by the Contracting Officer or Administrative Contract Specialist constitutes acceptance.

Time is of the essence. All Call Orders are subject to the terms and conditions of this Agreement. If mailed, a Call Order is considered issued when the Government deposits the Call Order in the mail. Call Orders may be issued by mail, facsimile, or by electronic methods.

8. Invoicing:

The "Submit Invoice-to" address for USDA orders is the Department of Treasury's Invoice Processing Platform (IPP). The contractor must follow the instructions on how to register and submit invoices via IPP as prescribed in the previous communications from USDA and Treasury. All invoices are to be submitted via the electronic Invoice Processing Platform. This is a mandatory requirement initiated by the U.S. Department of Treasury and you can find more information at this website https://www.ipp.gov/index.htm. Please make sure that your company has registered at https://www.ipp.gov/vendors/enrollment-vendors.htm to establish your account.

9. Inspection and Acceptance:

All deliverables provided by the Contractor shall comply with the form, content, performance, acceptance criteria and functionality specified in this Agreement and its attachments.

The Contractor shall ensure that all deliverables are furnished to the Contracting Officer on or before the applicable due date of each Call Order. All deliverables shall be F.O.B. Destination, shipped prepaid by common carrier, parcel carrier or parcel post.

Inspection and acceptance shall be at destination by the Contracting Officer identified in the individual Call Order.

The Government will have a 15 day period, as necessary, to inspect and review each deliverable and to accept or reject the deliverable based on the acceptance criteria established in the attachments of this Agreement. Acceptance will be formalized and communicated only upon written acceptance by the Contracting Officer, as deemed necessary. Verbal acceptance may be considered a valid method of acceptance by the Government.

If the Government notifies the Contractor that it has rejected the deliverable, the Government shall provide written notice, within the initial acceptance period, specifying the basis of the deficiency. If the Government notifies the Contractor that the Government has rejected the deliverable, the Contractor shall remedy the non- compliance no later than 15 Government business days from the date of notification. Upon delivery of the remedied deliverable, the Government will then have the option of termination of this Agreement and/or applicable Call Order in accordance with the terms of Federal Acquisition Regulation (FAR) 52.212-4.

If, at any time, within three (3) months after the Government’s initial acceptance, the Government discovers that a deliverable does not comply with the specifications of the attachments to this Agreement, the Contractor shall, make the deliverable conform and comply with the specifications at no further cost to the Government.

The initial map(s) furnished to the Contractor shall be used for site reference only for preparation of the preliminary title policy. Certified survey maps will be provided for a proformay title policy and at a later date for record. Any conflicts discovered by the Contractor in the course of performance shall be reported to the Contracting Officer in writing within five (5) working days from this discovery.

S. EVALUATION CRITERIA

Evaluation criteria item number one is pass or fail. Items 2 – 4 are listed in order of importance.

Minimum Qualifications

The contractor must supply documentation of the above qualifications.

Technical Capacity

The contractor will provide a narrative of the offeror's technical ability to provide personnel with education and experience required to perform the work described in the Statement of Work. Ability to perform in a timely manner and in compliance with performance schedules and quality of work for title work performed. Ability to perform simultaneously on multiple services.

Past Performance

The contractor will supply evidence of past performance, preferably with NRCS easement program transactions or other Federal Government acquisitions. If the contractor has not closed recent transactions for the Federal Government, information shall be provided about the last three commercial transactions handled. Letters of reference are encouraged, in which case contact information shall be provided and NRCS may contact the references.

Price

All quotes should be firm-fixed priced per line item listed below.

Item No.

Supplies or Service Unit Price Preliminary Title Search and Title Commitment Job Proforma Title Policy Job Closing/Escrow Services Job Title Insurance Premium Per $1,000 of Easement Purchase Price**

*If price for Items 1 and/or 2 are waived when title insurance is purchased, please report that.

**In lieu of providing quote per $1,000 of purchase price, contractor may provide a published fee schedule for those costs.

***Recording fees will be billed to NRCS in the amount charged by the county office.

Interested Contractors wishing to enter into a BPA should reply in writing to the Contracting Officer listed below no later than 4:00PM PT, Monday, 28 April 2014. Offers should be addressed to the following:

United States Department of Agriculture Natural Resources Conservation Service California State Office ATTN: John McClure, Contracting Officer 430 G. St. #4164 Davis, CA 95616

Section 2 52.202-1 Definitions. (JAN 2012) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (OCT 2010) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011) 52.204-7 System for Award Management. (JUL 2013) 52.212-4 Contract Terms and Conditions - Commercial Items. (SEP 2013) 52.242-13 Bankruptcy. (JUL 1995) 52.253-1 Computer Generated Forms. (JAN 1991)

Section 2

52.202-1 Definitions. (JAN 2012)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (OCT 2010)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)

52.204-7 System for Award Management. (JUL 2013)

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

52.242-13 Bankruptcy. (JUL 1995)

52.253-1 Computer Generated Forms. (JAN 1991) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items.

As prescribed in 12.301(b)(4), insert the following clause:

Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Jan 2014)

(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:

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

__ (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 (Jul 2013) (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).

__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Aug 2013) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

X (10) 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).

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (12) 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).

__ (13) [Reserved] X (14)(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).

__ (15)(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.

X (16) 52.219-8, Utilization of Small Business Concerns (Jul 2013) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jul 2013) (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.

X (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

X (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21)(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.

__ (22) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Jul 2013) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (23) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (24) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

__ (25) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

__ (27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

__ (28) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (29) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

X (30) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X (31) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

X (32) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212).

X (33) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

__ (34) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

__ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

__ (36) 52.222-54, Employment Eligibility Verification (Aug 2013). (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.)

__ (37)(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.)

__ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (39)(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 (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

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

__ (42)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Nov 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

__ (ii) Alternate I (Mar 2012) of 52.225-3.

__ (iii) Alternate II (Mar 2012) of 52.225-3.

__ (iv) Alternate III (Nov 2012) of 52.225-3.

__ (43) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (44) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

X (50) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (51) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (52) 52.232-36, Payment by Third Party (Jul 2013) (31 U.S.C. 3332).

__ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (54)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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:

X (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

X (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

__ (7) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O.13495).

__ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

__ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 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)).

(ii) 52.219-8, Utilization of Small Business Concerns (Jul 2013) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

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

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

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 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)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (Aug 2013).

(xiii) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 15 May 2014 through 14 May 2019.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. There is no minimum order required for this BPA.

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

(1) Any single order for an item in excess of $15,000.

(2) Any order for a combination of items in excess of $250,000 in aggregate annually.

(3) A series of orders from the same ordering office within 30days that together call for quantities exceeding the limitations in subparagraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

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

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

http://www.acuisition.gov/far/

(End of clause)

452.216-74 Ceiling Price. (FEB 1988)

The ceiling price of this contract is $250,000 annually for five years. The Contractor shall not make expenditures or incur obligations in the performance of this contract which exceed the ceiling price specified herein, except at the Contractor's own risk.

(End of Clause)

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.

(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)

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, or 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 Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(End of Clause)

Section 4

52.209-2 Prohibition on Contracting with Inverted Domestic Corporations-Representation. (MAY 2011)

(a) Definitions. Inverted domestic corporation and subsidiary have the meaning given in the clause of this contract entitled Prohibition on Contracting with Inverted Domestic Corporations (52.209-10).

(b) Relation to Internal Revenue Code. An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue Code at 26 U.S.C. 7874.

(c) Representation. By submission of its offer, the offeror represents that—

(1) It is not an inverted domestic corporation; and

(2) It is not a subsidiary of an inverted domestic corporation.

(End of provision) 52.212-1 Instructions to Offerors - Commercial Items. (JUL 2013) REVISED

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. , (ELECTRONIC COMMERCE METHOD IS NOT AUTHORIZED, e.g., FAX OR E-MAIL IS NOT AUTHORIZED). (SEE INSTRUCTIONS FOR PREPARATION OF PROPOSALS). As a minimum, offers must show –

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation.