Attachment 7 - Terms and Conditions.pdf

TERMS AND CONDITIONS

DRAFT

Michael Sherlock – USDA ARS Michael.Sherlock@usda.gov

Abstract Draft of the contract terms and conditions that will be sent to the most highly qualified firms selected with whom the Government will conduct negotiations.

SOLICITATION 12905B23R0005

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B - SECTION B - Supplies or Services and Prices/Costs Clauses C - SECTION C - Description/Specifications/Statement of Work Clauses D - SECTION D - Packaging and Marking Clauses E - SECTION E - Inspection and Acceptance Clauses F - SECTION F - Deliveries or Performance Clauses G - SECTION G - Contract Administration Data Clauses H - SECTION H - Special Contract Requirements Clauses Part II—Contract Clauses I - SECTION I - Contract Clauses/Provisions Clauses/Provisions Part III—List of Documents, Exhibits, and Other Attachments J - SECTION J - List of Documents, Exhibits, and Other Attachments Part IV—Representations and Instructions K - SECTION K - Representations, Certifications, and Other Statements of Offerors Provisions L - SECTION L - Instructions, Conditions, and Notices to Offerors or Respondents Provisions M - SECTION M - Evaluation Factors for Award

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B - SECTION B - Supplies or Services and Prices/Costs Clauses

B.1 SCOPE OF CONTRACT

The U. S. Department of Agriculture (USDA), Agricultural Research Service (ARS) has a requirement for an Indefinite Delivery Indefinite Quantity Contract (IDIQ) for Engineering Design and Construction Management/Administration Services for repair and maintenance, alteration, and/or new Modernization construction projects; including Design-Bid-Build (DBB) and Construction Period Services (CPS) for its research laboratory facilities located throughout the Pacific West Area, which includes the states of California, Oregon, Washington, Idaho, Utah, Nevada, Arizona, Alaska and Hawaii. The Government anticipates award of at least two IDIQ contracts; however, the Government reserves the right to award more than two at its discretion. Specific requirements will be incorporated into individual task orders.

Services under the contract will include, but are not limited to, energy-related studies, environmental site assessments and studies, building and/or site investigations/studies, feasibility and conceptual studies, geotechnical investigations, radon testing, bio-containment, asbestos and other hazardous materials abatement, life cycle cost analyses, engineering design criteria development, statements of work/program of requirements development, design analyses, designs, construction drawings, specifications, detailed cost estimates and analyses, bidding phase services, construction management/administration (including on-site construction period services, bid evaluations, shop drawings and submittals review and approval), construction inspection and/or monitoring, design review, technical consultation, field surveys, engineering reports, and computer-aided drafting.

B.2 MINIMUM GUARANTEE

The Government will obligate the minimum guarantee of $1,000 with the first task order issued under this contract, as the minimum for the entire contract period, including all option periods, if exercised. Minimum and Maximum ordering limits shall be in accordance with FAR 52.216-19, Order Limitations.

B.3 PRICE SCHEDULE

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.

For other specialized disciplines not listed below, rates and qualifications must be submitted and approved by the Government to be negotiated with each task order.

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B.3.1 Initial Period of Performance – 12/04/2023 to 12/03/2024

FIRM

LABOR DISCIPLINES

FULLY

BURDENE

D RATE

FIRM LABOR

DISCIPLINES

FULLY

BURDENE

D RATE

Project Principal TBD Et al. LEED Structural TBD Et al.

Project Manager Sr. Structural Construction Manager Structural Engineer Construction Inspector Jr. Structural Specification Writer Structural Designer Clerical Structural CADD LEED Architect Plumbing Engineer Senior Architect Commissioning Engineer

Architect

Fire Protection Engineer

Jr. Architect Fire/Safety Engineer Architectural Designer Value Engineer Architectural CADD Sr. Estimator LEED Mechanical Engineer Estimator Sr. Mechanical Engineer Sr. Scheduler Mechanical Engineer Scheduler Jr. Mechanical Engineer Land Surveyor Mechanical Designer Landscape Architect

Mechanical CADD Operator Bio-Containment

Specialist

LEED Electrical Engineer

Certified Industrial Hygienist

Sr. Electrical Engineer Industrial Hygienist

Electrical Engineer Industrial Ventilation

Jr. Electrical Engineer

Telecommunication & Data

(RCDD)

Electrical Designer Interior Designer Electrical CADD Operator Interior Assistant LEED Civil Engineer Lab Planner Sr. Civil Engineer Civil Engineer Jr. Civil Engineer Civil Designer Civil CADD Operator

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B.3.2 First Ordering Period POP – 12/04/2024 to 12/03/2025

FULLY

BURDENE

D RATE

Project Principal TBD Et al. LEED Structural TBD Et al.

Project Manager Sr. Structural Construction Manager Structural Engineer Construction Inspector Jr. Structural Specification Writer Structural Designer Clerical Structural CADD

Architectural CADD Sr. Estimator LEED Mechanical Engineer Estimator Sr. Mechanical Engineer Sr. Scheduler Mechanical Engineer Scheduler

LEED Civil Engineer Lab Planner Sr. Civil Engineer Civil Engineer Jr. Civil Engineer

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B.3.3 Second Ordering Period POP – 12/04/2025 to 12/03/2026

FULLY

BURDENE

D RATE

Project Principal TBD Et al. LEED Structural TBD Et al.

Project Manager Sr. Structural Construction Manager Structural Engineer Construction Inspector Jr. Structural Specification Writer Structural Designer Clerical Structural CADD

Architectural CADD Sr. Estimator LEED Mechanical Engineer Estimator Sr. Mechanical Engineer Sr. Scheduler Mechanical Engineer Scheduler

LEED Civil Engineer Lab Planner Sr. Civil Engineer Civil Engineer Jr. Civil Engineer

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B.3.4 Third Ordering Period POP – 12/04/2026 to 12/03/2027

FULLY

BURDENE

D RATE

Project Principal TBD Et al. LEED Structural TBD Et al.

Project Manager Sr. Structural Construction Manager Structural Engineer Construction Inspector Jr. Structural Specification Writer Structural Designer Clerical Structural CADD

Architectural CADD Sr. Estimator LEED Mechanical Engineer Estimator Sr. Mechanical Engineer Sr. Scheduler Mechanical Engineer Scheduler

LEED Civil Engineer Lab Planner Sr. Civil Engineer Civil Engineer Jr. Civil Engineer

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B.3.5 Fourth Ordering Period POP – 12/04/2027 to 12/03/2028

FULLY

BURDENE

D RATE

Project Principal TBD Et al. LEED Structural TBD Et al.

Project Manager Sr. Structural Construction Manager Structural Engineer Construction Inspector Jr. Structural Specification Writer Structural Designer Clerical Structural CADD

Architectural CADD Sr. Estimator LEED Mechanical Engineer Estimator Sr. Mechanical Engineer Sr. Scheduler Mechanical Engineer Scheduler

LEED Civil Engineer Lab Planner Sr. Civil Engineer Civil Engineer Jr. Civil Engineer

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C - SECTION C - Description/Specifications/Statement of Work

C.1 CONTRACT CLAUSES INCLUDED BY FULL TEXT:

AGAR 452.211-72 Statement of Work/Specifications (Feb 1988) The Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified), to perform the Statement of Work/Specifications referenced in Section J.

(End of Clause)

AGAR 452.211-73 Attachments to Statements of Work/Specifications (Feb 1988) The attachments to the Statement of Work/Specifications listed in Section J are hereby made part of this solicitation and any resultant contract.

End of this section

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D - SECTION D - Packaging and Marking

D.1 SPECIFICATIONS

Specifications shall be prepared as specified in Section J, Attachment 1, Statement of Work, Architectural- Engineering Services.

D.2 DRAWINGS

Drawings shall be prepared as defined in Section J, Attachment 1, Statement of Work, Architectural- Engineering Services.

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E - SECTION E - Inspection and Acceptance

E.1 CONTRACT CLAUSES INCLUDED BY FULL TEXT:

AGAR 452.246-70 INSPECTION AND ACCEPTANCE (FEB 1988)

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

(b) Inspection and acceptance will be performed at: location indicated on each task order.

(End of clause)

E.2 FINAL INSPECTION

Each deliverable shall be reviewed by the Government to ensure compliance with the project requirements. The Government may include, as part of its review, the services of another A-E firm to perform design review services and/or value engineering.

Acceptability of deliverables shall be based on the Government’s satisfaction that the Project Requirements specified in the task orders have been fulfilled in accordance with the terms and conditions of the basic contract and subsequent task order.

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F - SECTION F - Deliveries or Performance

F.1 EFFECTIVE PERIOD OF THE CONTRACT

The effective period of this contract is as follows:

Period Start Date End Date Ordering Period One December 03, 2023 December 04, 2024 Ordering Period Two December 03, 2024 December 04, 2025 Ordering Period Three December 03, 2025 December 04, 2026 Ordering Period Four December 03, 2026 December 04, 2027 Ordering Period Five December 03, 2027 December 04, 2028

F.2 CONTRACT CLAUSES INCLUDED BY REFERENCE:

FAR 52.242-14 -- Suspension of Work (Apr 1984)

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G - SECTION G - Contract Administration Data

G.1 CONTRACT ADMINISTRATION DEFINITIONS

The contract (and task orders) will be formally administered through the structure explained below. The delegation of authorities and responsibilities will be in accordance with ARS directives on acquisition responsibilities and authorities as outlined below.

Contracting Officer (CO): The CO is the legal Government representative to the Contractors. He/she is authorized to enter, administer, and terminate contracts on behalf of the Government. The CO is the only member of the Project Team with the authority to obligate Government funds or change the contract. The CO is responsible for ensuring that the contract performance complies with all contractual provisions, including, but not limited to, scope, budget, and schedule. The CO is responsible for ensuring adequate contract performance and contract management, overseeing and conducting negotiations, and other actions necessary to protect the Government’s interest.

The Procuring Contacting Officer (PCO) administered the basic contract. The PCO is the only person authorized to make changes to the basic contract. Task Orders may be awarded by different contracting officers or The Task Order Contracting Officer (TOCO). The TOCO is only one authorized to issue and change individual task orders.

Contracting Officer’s Representative (COR): The assignment as COR is made at the beginning of the project by an official designation letter from the CO outlining the responsibilities, authority, and limitations.

The COR is responsible for interpreting technical date in the A-E, construction, and CIC contracts. The COR is responsible for the review of progress and pay requests for these contracts and making acceptance/rejection recommendations to the CO. The COR may approve minor changes to the project that do not affect the program requirements, price, scope, and performance time of the contracts.

Engineering Project Manager (EPM): Identified with each task order as the principal technical authority.

The EPM will serve as the lead point of contact and shall disseminate information to the appropriate Project Team members for their action and involvement, and also to the contractors for day-to-day business, working within the terms of the contract. It is the responsibility of the EPM to see that all Project Team members are kept advised of the actions, plans, and progress of the projects.

Research Program Representative (RPR): The RPR serves as a resource to the Project Team, and is expected to notify the CO, the EPM, and the COR if he/she becomes aware of unusual or important circumstances pertinent to the construction project. The RRP has no responsibility for construction inspection or supervision.

Location Monitor (LM): The LM is an ARS representative at the construction site and is formally designated by the CO. The LM serves as a point of contact for the A-E, CIC, or the CC to provide information regarding location rules and regulations.

Facility Engineer (FE): The FE will provide assistance to the Project Team and is invited to participate in progress meetings, equipment testing, and final inspections. The FE may serve as the COR on some projects.

G.2 ARCHITECT-ENGINEER SELECTION UNDER INDEFINITE QUANTITY

CONTRACTS

In accordance with the Research, Education and Economics (REE), Acquisition Manual, placement of all task orders must be consistent with FAR 36.6, meaning that that Contracting Officer must:

1. Evaluate the entire pool of IDIQ awardees in accordance with Selection Criteria identified in FAR 36.602-1(a)(1)-(6).

2. Utilize an Evaluation Board and Functions in accordance with FAR 36.602-1 and 36.602-2.

3. Hold discussions after the evaluation with at least three (3) of the most highly rated firms.

4. Evaluation Board prepares a recommendation report for the Source Selection Authority (SSA).

5. SSA makes final selection decision.

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6. CO conducts negotiations with selected firm in accordance with FAR Part 15.

Source Selection Authority FAR 36.602-4 states the selection authority will review the evaluation board recommendation and, with technical advice, make the final selection decision (listing of all firms in order of precedence).

In accordance with Agricultural Acquisition Regulations (AGAR) 436.602-4, Mission Area-Senior Contracting

Official (MASCO) has designated this authority for Task Order awards as shown below:

• Equal to or Under Simplified Acquisition Threshold (SAT): Team Lead (Level above CO) or Chief of the Contracting Office

• Above SAT: Chief of the Contracting Office

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G.3 PAYMENTS UNDER INDEFINITE QUANTITYARCHITECT-ENGINEER CONTRACTS

1. Payment terms will be negotiated with the contractor for each task order.

2. As agreed upon by the contractor and the Government, payments shall be made in accordance with one of the following methods:

• Clause FAR 52.232-10 entitled, “Payments Under Fixed-Price Architect- Engineer Contracts,”

(Apr 2010) or

• Payment submittal schedule where the contractor is authorized to request payment for the amount indicated in the task order “Price Schedule” upon completion and acceptance of each design submittal. The payment submittal schedule applies only to pre-design and design services. Any other services shall be paid in accordance with FAR Clause 52.232-10.

3. Prior to final payment under the Task Order, or prior to settlement upon termination of the Task Order, and as a condition precedent thereto, the A-E shall execute and deliver to the Contracting Officer, a release of all claims against the Government arising under or by virtue of the task order other than such claims as the Contractor may exempt. The final payment request shall be accompanied by the Final Release Form signed by an authorized company officer.

Release of claims - Before final payment, the contractor must release the Government from claims. This release states:

“For and in consideration of the receipt of final payment in the amount of $ under and pursuant to Task Order No. , the undersigned hereby releases the Government from any and all obligations whatsoever arising under said Contract.

Signature Date

G.4 CONTRACTOR PERFORMANCE INFORMATION AND CONTRACTOR PERFORMANCE

ASSESSMENT REPORTING SYSTEM (CPARS) FAR 36.604 and 42.1502

(a) General. Past performance evaluations shall be prepared at least annually and at the time the work under a contract or order is completed. Past performance evaluations are required for contracts and orders as specified in paragraphs (b) through (e) of this section, including contracts and orders performed outside the United States. These evaluations are generally for the entity, division, or unit that performed the contract or order. Past performance information shall be entered into CPARS, the Government wide evaluation reporting tool for all past performance reports on contracts and orders. Instructions for submitting evaluations into CPARS are available at http://www.cpars.gov/

(b) The Government will register each contractor in the CPARS system at time of award. This registration will require that contractors provide the Contracting Officer the name of the company’s primary contact, Contractor Representative (CR), and who will be authorized access to the evaluation for review and comment. In addition, the contractor will be required to identify a secondary contact who will be responsible for notifying the Contracting Officer in the event the primary contact is unavailable to process the evaluation within the required 30-day time period. Once the contractor is registered and a performance evaluation has been prepared and is ready for comment, the CPARS system will send an email to the CR notifying that individual that a performance evaluation is electronically available for review and comment.

(c) Contractors will access evaluations through a secure Website for review and comment at the following site: http://www.cpars.gov.

(d) Interim and final evaluations will be available to the contractor in the CPARS system and notification from the CPARS system will be sent to the contractor. The final performance evaluation will be entered in the CPARS system at the time of completion of the contract. Any disagreement between the parties regarding an evaluation will be referred to an individual one level above the Contracting Officer, whose decision is final.

(e) Past performance evaluations shall be prepared for each architect-engineer services contract of $35,000 or more, and for each architect-engineer services contract that is terminated for default regardless of contract value. Past performance evaluations may also be prepared for architect-engineer services contracts below $35,000.

http://www.cpars.gov/ http://www.cpars.gov/

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G.5 6% FEE LIMITATION

For architect-engineer services for public works or utilities, the contract price or the estimated cost and fee for production and delivery of designs, plans, drawings, and specifications shall not exceed 6 percent of the estimated cost of construction of the public work or utility, excluding fees.

G.6 CONTRACT CLOSEOUT

AGAR 452.204-70, Modification for Contract Closeout (DEVIATION JULY 2022)

“Upon contract closeout for contracts utilizing Simplified Acquisition Procedures (SAP) according to FAR Part 13.

(a) If unobligated funds in the amount of $1000 or less remain on the contract, the Contracting Officer

(CO) shall issue a unilateral modification for deobligation. The contractor will receive a copy of the modification but will not be required to provide a signature. The CO shall immediately proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

(b) If unobligated funds of more than $1000 remain on the contract, the CO shall issue a bilateral modification for deobligation. The contractor will receive a copy of the modification and will be required to provide a signature. (The CO may also request a Release of Claims be completed by the contractor, although not required for contract and orders using SAP.) If the bilateral modification and Release of Claims are not returned to the CO within 60 days, the CO shall release the modification as unilateral and proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.”

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H - SECTION H - Special Contract Requirements

H.1 CONTRACT CLAUSES INCLUDED BY FULL TEXT:

AGAR 452.236-73 ARCHAEOLOGICAL OR HISTORIC SITES (FEB 1988)

If a previously unidentified archaeological or historic site(s) is encountered, the Contractor shall discontinue work in the general area of the site(s) and notify the Contracting Officer immediately.

452.236-80 FIRMS INELIGIBLE FOR AWARD--CONSTRUCTION (NOV 1996)

The firm(s) and its subsidiaries or affiliates signatory to this contract shall be ineligible for award of any construction contract resulting from the design work performed under this contract.

AGAR 452.237-74 -- KEY PERSONNEL (FEB 1988)

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

Title(s): Name(s):

Project Executive/Principal (Signatory Authority):

Project Manager:

Senior Architect:

Senior Structural Engineer:

Senior Civil Engineer:

Senior Mechanical Engineer:

Senior Electrical Engineer:

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

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

H.2 CONTRACT CLAUSES INCLUDED BY REFERENCE:

FAR 52.236-22 -- Design Within Funding Limitations (Apr 1984) FAR 52.236-23 -- Responsibility of the Architect-Engineer Contractor (Apr 1984) FAR 52.236-24 -- Work Oversight in Architect-Engineer Contracts (Apr 1984) FAR 52.236-25 -- Requirements for Registration of Designers (June 2003)

H.3 SUBCONTRACTORS, OUTSIDE ASSOCIATES AND CONSULTANTS

TASK ORDER KEY PERSONNEL

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• During negotiations of each task order, key personnel shall be identified by the contractor. No substitutions shall be made without the written approval of the Contracting Officer.

• The contractor shall submit resumes for the proposed substitutes in advance of the occurrence, where possible, or no later than 15 calendar days after the substitutions. Additional information applicable thereto shall be included in the submission to the Contracting Officer. Proposed substitutes shall have comparable qualifications to those persons being replaced.

• The Contracting Officer will provide written notification to the contractor within 15 calendar days after receipt of all required data of the decision on the substitutions.

SUBCONTRACTOR KEY PERSONNEL

During negotiations of each task order, subcontractor key personnel shall be identified by the contractor.

The contractor shall provide written notification to the Contracting Officer of substitutions in advance of the occurrence, where possible, or no later than 15 calendar days after the substitutions.

H.4 BIOBASED PRODUCTS

The United States Department of Agriculture (USDA) designates certain bio-based products for federal procurement and specifies minimum bio-based content levels for those products. Any designated product that is being offered or supplied under this contract shall meet USDA Bio-Preferred’s minimum bio-based content level. Visit the BioPreferred web site https://biopreferred.gov/BioPreferred/faces/pages/ProductCategories.xhtml for the complete list of designated products and the associated minimum bio-based content level requirements.

H.5 ENERGY EFFICIENCY

As required in clause 52.223-15 Energy Efficiency in Energy-Consuming Products (May 2020), the contractor shall only provide products that earn the ENERGY STAR label and meet ENERGY STAR specifications for energy efficiency. The contractor is encouraged to visit http://www.energystar.gov for complete product specifications and updated lists of qualifying products.”

http://www.biopreferred.gov/BioPreferred/faces/pages/ProductCategories.xhtml https://biopreferred.gov/BioPreferred/faces/pages/ProductCategories.xhtml https://www.acquisition.gov/sites/default/files/current/far/html/52_223_226.html#wp1194323 http://www.energystar.gov/

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Part II—Contract Clauses I - SECTION I - Contract Clauses/Provisions

Clauses/Provisions

I.1 CONTRACT CLAUSES INCLUDED BY FULL TEXT:

FAR 52.204-21 – Basic Safeguarding of Covered Contractor Information Systems (Nov 2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

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(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

FAR 52.216-18 ORDERING (Aug 2020)

(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 December 04, 2023 through December 03, 2028.

(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) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than one thousand dollars ($1,000.00), the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $2,000,000;

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(2) Any order for a combination of items in excess of $10,000,000; or

(3) A series of orders from the same ordering office within 15 days that together call for quantities exceeding the limitation in paragraph (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 30 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.

FAR 52.216-22 -- Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after completion of the work/option issued during the effective period of this contract for negotiated options not exercised by the Government within 15 days of the previously completed and accepted work/option

FAR 52.222-35 -- Equal Opportunity for Veterans (Jun 2020)

(a) Definitions. As used in this clause- "Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran,"

"protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at Federal Acquisition Regulation (FAR) 22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

FAR 52.222-37 Employment Reports on Veterans (Jun 2020)

(a) Definitions. As used in this clause, "active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," and "recently separated veteran," have the meanings given in Federal Acquisition Regulation (FAR) 22.1301.

https://www.acquisition.gov/sites/default/files/current/far/html/52_216.html#wp1115057 https://www.acquisition.gov/far/22.1301#FAR_22_1301 https://www.acquisition.gov/far/22.1303#FAR_22_1303 https://www.acquisition.gov/far/22.1301#FAR_22_1301

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(b) Unless the Contractor is a State or local government agency, the Contractor shall report at least annually, as required by the Secretary of Labor, on-

(1) The total number of employees in the contractor’s workforce, by job category and hiring location, who are protected veterans (i.e., active duty wartime or campaign badge veterans, Armed Forces service medal veterans, disabled veterans, and recently separated veterans);

(2) The total number of new employees hired during the period covered by the report, and of the total, the number of protected veterans (i.e., active duty wartime or campaign badge veterans, Armed Forces service medal veterans, disabled veterans, and recently separated veterans); and

(3) The maximum number and minimum number of employees of the Contractor or subcontractor at each hiring location during the period covered by the report.

(c) The Contractor shall report the above items by filing the VETS-4212 "Federal Contractor Veterans’ Employment Report" (see "VETS-4212 Federal Contractor Reporting" and "Filing Your VETS-4212 Report" at http://www.dol.gov/vets/vets4212.htm).

(d) The Contractor shall submit VETS-4212 Reports no later than September 30 of each year.

(e) The employment activity report required by paragraphs (b)(2) and (b)(3) of this clause shall reflect total new hires, and maximum and minimum number of employees, during the most recent 12–month period preceding the ending date selected for the report. Contractors may select an ending date-

(1) As of the end of any pay period between July 1 and August 31 of the year the report is due; or

(2) As of December 31, if the Contractor has prior written approval from the Equal Employment Opportunity

Commission to do so for purposes of submitting the Employer Information Report EEO-1 (Standard Form 100).

(f) The number of veterans reported must be based on data known to the contractor when completing the VETS-

4212. The contractor’s knowledge of veterans status may be obtained in a variety of ways, including an invitation to applicants to self-identify (in accordance with 41 CFR 60-300.42), voluntary self-disclosure by employees, or actual knowledge of veteran status by the contractor. This paragraph does not relieve an employer of liability for discrimination under 38 U.S.C.4212.

(g) The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor.

FAR 52.223-9 -- Estimate of Percentage of Recovered Material Content For EPA Designated Items (May 2008)

(a) Definitions. As used in this clause— “Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.”

“Recovered material” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

(b) The Contractor, on completion of this contract, shall—

(1) Estimate the percentage of the total recovered material content for EPA-designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of postconsumer material content; and

(2) Submit this estimate to TBD.

FAR 52.223-20 – Aerosols (Jun 2016)

(a) Definitions. As used in this clause-- “Global warming potential” means how much a given mass of a chemical contributes to global warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide’s global warming potential is defined as 1.0.

“High global warming potential hydrofluorocarbons” means any hydrofluorocarbons in a particular end use for which EPA’s Significant New Alternatives Policy (SNAP) program has identified other acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found at 40 CFR part 82, subpart G. with supplemental tables of alternatives available at http://www.epa.gov/snap/).

“Hydrofluorocarbons” means compounds that contain only hydrogen, fluorine, and carbon.

http://www.dol.gov/vets/vets4212.htm http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/22.1303#FAR_22_1303 http://www.epa.gov/snap/

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(b) Unless otherwise specified in the contract, the Contractor shall reduce its use, release, or emissions of high global warming potential hydrofluorocarbons, when feasible, from aerosol propellants or solvents under this contract. When determining feasibility of using a particular alternative, the Contractor shall consider environmental, technical, and economic factors such as--

(1) In-use emission rates, energy efficiency;

(2) Safety, such as flammability or toxicity;

(3) Ability to meet technical performance requirements; and

(4) Commercial availability at a reasonable cost.

(c) The Contractor shall refer to EPA’s SNAP program to identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82, subpart G, with supplemental tables available at http://www.epa.gov/snap/.

FAR 52.223-21 Foams (Jun 2016)

(a) Definitions. As used in this clause– “Global warming potential” means how much a given mass of a chemical contributes to global warming over a given time period compared to the same mass of carbon dioxide. Carbon dioxide's global warming potential is defined as 1.0.

“High global warming potential hydrofluorocarbons” means any hydrofluorocarbons in a particular end use for which EPA’s Significant New Alternatives Policy (SNAP) program has identified other acceptable alternatives that have lower global warming potential. The SNAP list of alternatives is found at 40 CFR part 82 subpart G with supplemental tables of alternatives available at http://www.epa.gov/snap/.

“Hydrofluorocarbons” means compounds that contain only hydrogen, fluorine, and carbon.

(b) Unless otherwise specified in the contract, the Contractor shall reduce its use, release, and emissions of high global warming potential hydrofluorocarbons and refrigerant blends containing hydrofluorocarbons, when feasible, from foam blowing agents, under this contract. When determining feasibility of using a particular alternative, the Contractor shall consider environmental, technical, and economic factors such as–

(1) In-use emission rates, energy efficiency, and safety;

(2) Ability to meet performance requirements; and

(3) Commercial availability at a reasonable cost.

(c) The Contractor shall refer to EPA’s SNAP program to identify alternatives. The SNAP list of alternatives is found at 40 CFR part 82 subpart G with supplemental tables available at http://www.epa.gov/snap/.

AGAR 423.202 Policy (Apr 2005) Information on Energy Star, energy efficient, water efficient, and low standby products covered by this policy is available via the Internet at http://www.eere.energy.gov/femp/technologies/eeproducts.cfm.

AGAR 423.403 Policy (Apr 2005) It is the policy of USDA to acquire and use Environmental Protection Agency (EPA) designated recycled content products.

http://www.epa.gov/snap/ http://www.epa.gov/snap/ http://www.epa.gov/snap/ http://www.eere.energy.gov/femp/technologies/eeproducts.cfm

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

During the period specified in FAR clause 52.216-18, ORDERING (Aug 2020), the Government shall place orders totaling a minimum of $1,000, but not in excess of $4,000,000 per order period, nor in excess of $20,000,000 for the contract.

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.

(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.

AGAR 452.228-71 -- INSURANCE COVERAGE - ALT 1 (NOV 1996)

Pursuant to FAR clause 52.228-5, Insurance-Work on a Government Installation, the Contractor will be required to present evidence to show, as a minimum, the amounts of insurance coverage indicated below:

(a) Workers Compensation and Employer's Liability. The Contractor is required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage.

Employer's liability coverage of at least $100,000 shall be required, except in States with exclusive or monopolistic funds that do not permit worker's compensation to be written by private carriers.

(b) General Liability.

(1) The contractor shall have bodily injury liability insurance coverage written on a comprehensive form of policy of at least $500,000 per occurrence.

(2) The Contractor shall have property damage liability insurance in the amount of $500,000 per occurrence.

(c) Automobile Liability. The Contractor shall have automobile liability insurance written on a comprehensive form of policy. The policy shall provide for bodily injury and property damage covering the operations of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and

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$500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage or loss.

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(d) Aircraft Public and Passenger Liability. When aircraft are used in connection with performing the contract, the Contractor shall have aircraft public and passenger liability insurance. Coverage shall be at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger injury.

Coverage for passenger injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

(End of Clause)

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, 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.

I.2 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

https://www.acquisition.gov/?q=browsefar http://www.dm.usda.gov/procurement/policy/agar.htm

CONTRACT CLAUSES INCLUDED BY REFERENCE:

FAR 52.202-1 -- Definitions (Jun 2020) FAR 52.203-3 -- Gratuities (Apr 1984) FAR 52.203-5 -- Covenant Against Contingent Fees (May 2014) FAR 52.203-6 -- Restrictions on Subcontractor Sales to the Government (Jun 2020) FAR 52.203-7 -- Anti-Kickback Procedures (Jun 2020) FAR 52.203-8 -- Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

(May 2014) FAR 52.203-10 -- Price or Fee Adjustment for Illegal or Improper Activity (May 2014) FAR…