DRAFT Solicitation 12RADA22R0001.pdf

DRAFT Cover Page Solicitation No. 12RADA22R0001 i

2 SOLICITATION DOCUMENTS

3 This solicitation is being issued electronically only. The solicitation sections below will not be 4 issued in hard copy. The following documents comprise the solicitation and are available for 5 download from www.sam.gov.

7 Table of Contents 8 Section A, Standard Form 1449 9 Section B, Supplies or Services and Prices

10 Section C, Statement of Work/ Spec/Description 11 Section D, Packaging and Marking 12 Section E, Inspection and Acceptance 13 Section F, Deliveries and Performance 14 Section G, Contract Administration Data 15 Section H, Special Requirements 16 Section I, Commercial Items Clauses and Provisions 17 Section J, List of Documents, Exhibits and Other Attachments 18 Section K, Representations, Certifications, & Other Statements of Offerors 19 Section L, Instructions, Conditions and Notice to Offerors 20 Section M, Evaluation Factors for Award 22 Additional Attachments: (Separate from this Solicitation) 23 Exhibit A - Past Performance Reference Questionnaire 24 Exhibit B - Price Schedule Form 25 Exhibit C- Key Personnel List 26 Exhibit D- Appraisal Expertise 27 Exhibit E- Offeror Capabilities

DRAFT Cover Page Solicitation No. 12RADA22R0001 ii

30 NOTE TO OFFERORS:

32 The Government is conducting a single competition which will result in a Multiple Award 33 Contract (MAC) for the CLINs listed in Section B for Single-family Housing Nationwide 34 Appraisal Services. Awards of contracts under the MAC are based on full and open 35 competition. The Government estimates that multiple awards will be made under this 36 solicitation based on proposal evaluation. This estimate in no way prohibits the Government 37 from making either fewer or more awards than estimated based upon the offers received and a 38 determination of the best interests of the Government.

40 The not-to-exceed ceiling for the Multiple Award Contract is $31.5M for a five (5) year ordering 41 period.

43 The MAC awarded from this solicitation will be an Indefinite Delivery/ Indefinite Quantity 44 (ID/IQ) type contract with the ordering period as set forth in Section F.

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

RD-TX-49000

TEMPLE TX 76501

SUITE 102

101 SOUTH MAIN STREET

USDA RURAL DEVELOPMENT

CODE 16. ADMINISTERED BYCODE

X

X

531320

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORRD-31ME

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

06/22/2022 1700 ET

05/27/2022

ELIZABETH NIEVES TORRES

(No collect calls)

INFORMATION CALL:

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

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

12RADA22R0001

5. SOLICITATION NUMBER

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

1 69 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

WASHINGTON DC 20250

1400 INDEPENDENCE AVE, SW

RURAL DEVELOPMENT BUSINESS CENTER

PROCUREMENT MANAGEMENT OFFICE

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$8.00

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

USDA, RURAL DEVELOPMENT

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Note: Pricing schedule will be included at the time of award (see Exhibit B) Period of Performance: 12/19/2022 to 12/18/2027

0001 Single-Family Housing Nationwide Appraisal 1 LO Services (SHNAS) Year One Product/Service Code: R411

Period of Performance: 12/19/2022 to 12/18/2023

Continued ...

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

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

ELIZABETH NIEVES TORRES

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

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

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

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

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

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

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

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

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

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

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

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

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0002 SHNAS Year Two 1 LO

Product/Service Code: R411

Period of Performance: 12/19/2023 to 12/18/2024

0003 SHNAS Year Three 1 LO

Product/Service Code: R411

Period of Performance: 12/19/2024 to 12/18/2025

0004 SHNAS Year Four 1 LO

Product/Service Code: R411

Period of Performance: 12/19/2025 to 12/18/2026

0005 SHNAS Year Five 1 LO

Product/Service Code: R411

Period of Performance: 12/19/2026 to 12/18/2027

0006 SHNAS 30-day Phase-Out: The purpose of the 30-day 1 LO phase out is to allow the contractor to ramp-down personnel and close the contract.

(Not Separately Priced)

Product/Service Code: R411

Period of Performance: 12/19/2027 to 06/18/2028

-End of Section B-

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

69 2 of

DRAFT RFP.,12RADA22R0001

1 SECTION C- DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK STATEMENT

3 C.1 452.211-72 PERFORMANCE WORK STATEMENT. (FEB 1988)

5 The Contractor shall furnish the necessary personnel, material, equipment, services, and facilities, to perform the 6 work described in the attached Performance Work Statement (PWS).

9 C.2 452.211-73 ATTACHMENT TO PERFORMANCE WORK STATEMENT. (FEB 1988)

11 The attachment to the Performance Work Statement listed below is hereby made part of this solicitation and any 12 resultant contract.

14 Title Attachment No.

15 Performance Work Statement (PWS) Section J, Attachment 1

18 The rest of this page left blank intentionally.

20 SECTION D- PACKAGING AND MARKING

22 D.1 DELIVERABLES

23 The deliverables under this contract must be submitted through electronic mail to the Contracting Officer’s 24 Representative (COR), Contract Specialist (CS), and Contracting Officer (CO) identified in this contract and as 25 described in the Performance Work Statement (PWS).

27 The rest of this page is left blank intentionally.

30 SECTION E- INSPECTION AND ACCEPTANCE

32 E.1 452.246-70 INSPECTION AND ACCEPTANCE (FEB 1988)

33 (a) The Contracting Officer or the Contracting Officer's duly authorized representative will inspect and accept the 34 supplies and/or services to be provided under this contract.

35 (b) Inspection and acceptance will be performed at: Government site-USDA RD. The Contractor must adhere to the 36 deliverables as defined in the Performance Work Statement (PWS).

38 SECTION F- DELIVERIES OR PERFORMANCE

41 F.1 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

43 This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if 44 they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is 45 cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its 46 quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by 47 paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a 48 solicitation provision may be accessed electronically at this/these address(es): www.acquisition.gov.

NUMBER TITLE DATE

52.242-15 Stop-Work Order AUG 1989

52.242-17 Government Delay of Work APR 1984

50 F.2 52.211-11 LIQUIDATED DAMAGES-SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT

51 (SEP 2000)

52 (a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the 53 Contractor shall, in place of actual damages, pay to the Government liquidated damages of no more than $50 per 54 calendar days for up to thirty (30) days or until the task order awarded to another vendor; whichever comes first.

55 (b) If the Government terminates this contract in whole or in part under the Default-Fixed-Price Supply and Service 56 clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or 57 performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase 58 under the Termination clause.

59 (c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond 60 the control and without the fault or negligence of the Contractor as defined in the FAR 52.212-4(m) Termination for 61 Cause clause in this contract.

62 F.3 452.211-74 PERIOD OF PERFORMANCE (FEB 1988)

63 The period of performance of this contract is 09/01/2022 through 08/31/2027. If the option to extend services under 64 FAR Clause 52.217-8 is exercised, the total period will not exceed 5 years and 6 months.

65 F.4 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCES

http://www.acquisition.gov/

67 The Government hereby provides notice and contractor hereby acknowledges receipt that Government personnel 68 observe the listed days as holidays:

70 a) New Year's Day 71 b) Martin Luther King's Birthday 72 c) President's Birthday 73 d) Memorial Day 74 e) Juneteenth 75 f) Independence Day 76 g) Labor Day 77 h) Columbus Day 78 i) Veterans Day 79 j) Thanksgiving Day 80 k) Christmas Day 81 l) Inauguration Day (For D.C. area contractor only) 82 In addition to the days designated as holidays, the Government observes the following days 83 l) Any other day designated by Federal Statute 84 m) Any other day designated by Executive Order 85 n) Any other day designated by Presidential Proclamation 87 It is understood and agreed between the Government and the contractor that observance of such days by 88 Government personnel will not otherwise be a reason for an additional period of performance, or entitlement to 89 compensation. In the event the contractor's personnel work during the holiday, they may be reimbursed by the 90 contractor, however, no form of holiday or other premium compensation will be reimbursed either as a direct or 91 indirect cost, other than their normal compensation for the time worked. This provision does not preclude 92 reimbursement for authorized premium pay.

94 F.5 PLACE OF PERFORMANCE

96 The primary place of performance for these efforts will be at the contractor’s place of business. The Contractor 97 agrees that this is a non-personal services contract and must not represent itself as an agent or partner of, or in joint 98 venture with the Government; and that it will neither supervise nor accept supervision from Government employees.

100 F.6 DELIVERY SCHEDULE

102 The contractor must deliver all deliverables in accordance with the specifications of the Attachment J-1 Performance 103 Work Statement.

105 The rest of this page is left blank intentionally.

108 SECTION G- CONTRACT ADMINISTRATION DATA

109 G.1 CONTRACT ADMINISTRATION

111 Notwithstanding the contractor’s responsibility for total management during the performance of this contract, the 112 administration of the contract requires maximum coordination between the Government and the contractor.

114 The following provides the roles and their respective authority during the performance of the contract:

116 a) Procuring Contracting Office (PCO) 118 The Contracting Officer for this contract is:

120 Elizabeth Nieves Torres, Contracting Officer 121 Email: elizabeth.torres@usda.gov 123 The Procuring Contracting Officer (PCO) holds the contractual authority for the resulting contract. The CO alone, 124 without delegation, is authorized to take actions on behalf of the Government to amend, modify or deviate from the 125 contract terms and conditions and requirements. The CO may delegate certain other responsibilities to the 126 Contracting Officer’s Representative (COR). The U.S. Department of Agriculture, Rural Development, Procurement 127 Management Office warranted contracting officers are the only individuals who can legally commit or obligate the 128 Government or authorize any changes that affect the contract price, delivery schedule, period of performance or 129 other terms and conditions.

131 b) Administrative Contracting Officer (ACO) 133 The Administrative Contracting Officer for this contract is:

135 Elizabeth Nieves Torres, Contracting Officer 136 Email: elizabeth.torres@usda.gov 138 The Administrative Contracting Officer (ACO) holds the same contractual authority for the resulting contracts as 139 designated by the PCO. The ACO is authorized to take actions on behalf of the Government to amend, modify or 140 deviate from the contract terms and conditions and requirements during administration of contractor performance.

141 The ACO may delegate certain other responsibilities to the Contracting Officer’s Representative (COR) per the

142 FAR.

144 c) Contracting Officer's Representative (COR) 146 Upon the award of the IDIQ, the COR will be designated by the CO. In addition, a COR will be designated on 147 individual task orders. The COR has the authority to monitor the technical progress of services that are required 148 under the resulting contracts. This includes visits to the contractor’s place of performance, meetings and telephone 149 conferences with the contractor’s personnel, inspection and acceptance or rejection of the contracted services and 150 other duties that may be authorized by the CO. The COR cannot authorize a stop work order nor delete, change or 151 waive any of the technical requirements or other terms and conditions of the resulting contracts. If a change 152 (monetary or otherwise) to the contract is desired, the contractor will submit a written request to both the Procuring 153 Contracting Officer and the Administrative Contracting Officer for consideration. If approved, the change will be 154 made by a contract modification, after discussions and/or negotiations.

156 Whenever a difference of opinion between the contractor and the COR occurs, the CO and ACO should be contacted 157 immediately for resolution or on any other matters where the COR is not available.

159 Jeremy Anderson, Contracting Officer Representative 160 Email: jeremy.anderson@usda.gov mailto:elizabeth.torres@usda.gov mailto:elizabeth.torres@usda.gov mailto:jeremy.anderson@usda.gov

162 d) Contractor’s Representative Responsibilities 164 The Contractor's representative (as designated by Contractor, i.e., Program Manager, Contract Administrator, etc.)

165 will be responsible for all contract administration issues for this IDIQ contract and all subsequent task orders. The 166 Contractor’s Representative will act as the central point of contact with the Government for all contractual matters.

167 The Contractor’s representative must have full authority to act on behalf of the contractor in all contractual matters.

168 The representative must be able to fluently read, write, and speak the English language. The contractor 169 representative for all contract administration matters is:

171 To Be Provided by Awardee 173 Name: TBD 174 Telephone: TBD 175 Address: TBD 176 E-mail: TBD 178 d).Contractor Responsibilities

179 The Contractor must not accept any instructions issued by any person employed by the Government or otherwise, other 180 than the CO for time, scope, and monetary instructions or the COR acting within the limits of his or her authority.

181 The Contractor must not in any way represent that he is a part of the U. S. Government or that he has the authority to 182 contract or procure supplies for the account of the United States of America.

183 G.2 POST-AWARD ORIENTATION/KICK OFF MEETING

185 The Contractor is expected to participate in a Post-Award Orientation/Kick Off Meeting in order to clarify or seek to 186 ensure a mutual understanding of the contract terms, conditions, and overall expectations. The post award 187 orientation may be executed as video conference, or as determined by the CO under the contracting authority in 188 accordance with Federal Acquisition Regulation Subpart 42.5.

190 G.3 INVOICE AND PAYMENT PROVISION

192 Invoices shall be submitted to the following individuals and in the order listed.

194 a. COR and CO via email as shown in Section G.1titled Contract Administration.

196 To constitute a proper invoice, the invoice shall include the following information:

198 1. Name and address of the business concern 199 2. Invoice number and invoice date 200 3. Contract number, Delivery Order number, Purchase Order number, Task Order number, or other 201 authorization for delivery of property or services delivered or rendered 202 4. Description, unit price, extended price, and quantity of property and services delivered or rendered 203 documentation (i.e. travel receipts, etc.), 204 5. Shipping and payment terms, 205 6. Name, title, phone number, and complete mailing address of responsible official to whom payment is to be 206 sent, 207 7. A certification statement saying that the funds have only been used for work for this contract, 208 8. Name, title, phone number, and mailing address of person to notify in the event of a defective invoice, 209 9. Taxpayer Identification Number (TIN) or DUNS+4; and 210 10. Contractors MUST note FINAL INVOICE on the final invoice when submitted upon final delivery of all 211 supplies/equipment/services or completion of the contract.

213 The COR will complete a preliminary review of invoices and the Contracting Officer will notify the Contractor of 214 any discrepancies within seven (7) calendar days after receipt. If an invoice has discrepancies, it will be rejected 215 back to the contractor and the payment terms will start over when a correct invoice is provided.

217 The rest of this page left black intentionally.

219 SECTION H- SPECIAL CONTRACT REQUIREMENTS

221 H.1 NOTIFICATION OF CONFLICT OF INTEREST REGARDING PERSONNEL

223 The Contractor agrees to notify immediately the Contracting Officer of (1) any actual or potential personal conflict 224 of interest with regard to any of its employees working on or having access to information regarding this contract, or 225 (2) any such conflicts concerning subcontractor employees or consultants working on or having access to 226 information regarding this contract.

228 The Contractor agrees to immediately notify the Contracting Officer under this contract when an employee may 229 have a personal conflict of interest, even if it does not become known until after performance of the contract begins.

230 The Contractor shall take appropriate action to mitigate risk of personal conflict of interests while continuing 231 performance of this contract until notified by the Contracting Officer of the appropriate action to be taken. The 232 Contractor agrees to insert, in any subcontract or consultant agreement placed hereunder, provisions, which must 233 conform substantially to the language of this clause, including this paragraph, unless otherwise authorized by the 234 Contracting Officer.

236 Notwithstanding the contractor’s responsibility for total management during the performance of this contract, the 237 administration of the contract requires maximum coordination between the Government and the contractor.

239 H.2 CONTRACTOR PERFORMANCE EVALUATIONS

241 Contractor performance evaluations will be prepared on the task orders issued against this IDIQ contract in 242 accordance with FAR 42.1501 through 42.1503. Performance evaluations will be completed COR and submitted to 243 the CO in accordance with the Performance Work Statement and the Quality Assurance Surveillance Plan.

245 Performance evaluation will be prepared within 10 calendar days of the completion of work. At the discretion of the 246 COR, interim evaluations will be performed. A copy of all evaluations will be provided to the Contractor via email 247 as soon as practicable after completion of the interim and final evaluation. The Contractor will be permitted fourteen 248 (14) business days to review the document and to submit additional information.

250 Contractors are encouraged to visit www.cpars.gov for the free online training. Once the evaluation is read and 251 released, the Contractor will receive a second email alerting them the evaluation is ready for their review and 252 comment. The Contractor will have thirty (30) days to respond to the evaluation.

254 The Government will consider any comments provided by the Contractor before finalizing a Performance 255 Evaluation Report and the Contractor’s comments will be attached to the report. Any disagreement between the 256 parties regarding an evaluation will be referred to the CO for review. If there are disagreements between the COR 257 performance rating review and the Contractor, then the evaluation will be reviewed by the USDA Branch Chief for 258 Single Family Housing designated “Reviewing Official”. The Reviewing Official’s decision will be final.

260 Registration: The Contractor is required to register with the Contractor Performance Assessment Reporting System 261 (CPARS. CPARS is a web- enabled system that collects and manages the library of automated Contractor 262 Performance Assessment Reports. Registration information is provided at http://www.cpars.gov.

264 Note:

265 Unless the Contractor provides a different POC to the CO after award, the CO will use the Past Performance Point 266 of Contact (POC) listed on the Contractors, System for Award Management (SAM) profile as the default Past 267 Performance POC. This person will receive the above CPARS email alerts. The Contractor is responsible for the 268 accuracy and completeness of the data within the SAM database. Copies of the evaluations, contractor responses, 269 and review comments, if any, will be retained as part of the contract file and may be used by Federal Agencies to 270 support future award decisions.

272 H.3 INFORMATION TECHNOLOGY ACCESSIBILITY FOR PERSONS WITH DISABILITIES-

273 SECTION 508 COMPLIANCE

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

275 All services and Electronic Information Technology (EIT) delivered as result of deliverables placed under this 276 contract must comply with accessibility standards in accordance with Federal Information Technology Accessibility 277 as required by Section 508 of the Rehabilitation Act (29 U.S.C. 794d), as amended.

279 Requirements for accessibility based on Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) are 280 determined to be relevant for the following program need: "Deliverables – Various electronic transmittal of report 281 documents and program management interfacing as stated in the PWS). EIT Information Content includes topics 282 that address EIT products and EIT related services. Section 508 must be considered as a requirement on the 283 delivered content to ensure that it includes data and/or knowledge appropriate to specific Section 508 accessibility 284 requirements. The specific requirements that apply depend upon the specific type of EIT referred to in the 285 information content as well as the functional performance criteria detailed in the solicitation/contract.

286 H.4 INFORMATION ASSURANCE

287 The Contractor shall protect and not disclose any Personal Identification Information (PII). The term “PII,” as 288 defined in OMB Memorandum M-07-1616 refers to information that can be used to distinguish or trace an 289 individual’s identity, either alone or when combined with other personal or identifying information that is linked or 290 linkable to a specific individual. The definition of PII is not anchored to any single category of information or 291 technology. Rather, it requires a case- by-case assessment of the specific risk that an individual can be identified. In 292 performing this assessment, it is important for an agency to recognize that non-PII can become PII whenever 293 additional information is made publicly available - in any medium and from any source that, when combined with 294 other available information, could be used to identify an individual.

296 H.5 SECURITY REQUIREMENTS

297 (a) Information Technology Systems Requirements 298 1. The Contractor shall establish and implement appropriate administrative, technical, and physical safeguards to 299 ensure the security and confidentiality of sensitive Government information, data, and/or equipment.

300 2. The Contractor shall comply with IT systems security and/or privacy specifications set forth in Rural 301 Development and USDA directives, policies, and procedures; the Computer Security Act of 1987; OMB 302 Circular A-130; and the Federal Information Security Management Act of 2002 (FISMA).

303 3. Pursuant to FISMA policy, the Contractor shall be responsible for assuring that each Contractor employee who 304 requires routine unaccompanied physical access to a Federally controlled facility and/or unaccompanied access 305 to a Federally controlled information system, including a Rural Development issued computer, completes 306 Computer Security Awareness training prior to performing any work under this contract.

307 4. The Contractor is required to maintain a listing of all individuals who have completed Computer Security 308 Awareness training and submit this listing to the COR with a copy to the Contracting Officer within ten 309 calendar days of an individual starting work on this contract.

311 (b) Information and Security 312 1. Contractor personnel shall comply with all local security requirements including entry and exit control for 313 personnel and property at all government facilities.

314 2. Contractor personnel shall be required to comply with all Government security regulations and requirements.

315 Initial and periodic safety and security training will be provided.

316 3. The Contractor shall not divulge any information about USDA files, data processing activities or functions, user 317 identifications, passwords, or any other knowledge that may be gained, to anyone who is not authorized to have 318 access to such information. The Contractor shall observe and comply with the security provisions in effect at 319 Government facility. Identification shall be worn and displayed as required.

320 4. In the event that the contractor or its employees fail to comply with Government security regulations and 321 requirements, the company shall provide the Government with a written remediation/corrective action plan.

322 Furthermore, failure to comply with such requirements may result in termination of the order, contract or 323 removal of contract employees from Government facilities or denial of access to IT systems.

324 5. The contractor shall include the substance of this clause, including this paragraph, in all subcontracts.

326 H.6 CONTRACTOR QUALITY CONTROL

328 (a) The contractor is responsible for carrying out its obligations under the contract by- 329 1. Controlling the quality of services.

330 2. Tendering to the Government for acceptance only those services that conform to contract requirements.

331 3. Maintaining substantiating evidence, that the services conform to contract quality requirements, and 332 furnishing such information to the Government as required.

334 (b) The contractor shall establish a program for the control of quality that is acceptable to the Government and 335 submit a Quality Control Plan to the Government with the proposal.

337 (c) The control of quality by the contractor must relate to, but is not limited to- 338 1. Written documents drafted for the Government in performance of the contract and task order requirements;

339 2. Procedures and processes for services to ensure that services meet contract performance requirements.

340 H.7 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

341 The Government has drafted a QASP, Attachment J-2. The QASP is a “living document” that is subject to unilateral 342 changes at the Government’s discretion. In addition, the QASP is a tool that aids the Government in monitoring 343 performance. All findings of unsatisfactory or non-performed work will be administered in accordance with the 344 below FAR 52.212-4(a). All costs associated with any rework are the responsibility of the Contractor. The 345 Government reserves the right to choose the inspection methods to be used in implementing its QASP and to vary 346 the inspection methods utilized during the work, without notice to the Contractor.

347 H.8 PROCEDURES FOR ISSUING ORDERS

348 The Contracting Officer (CO) will provide each awardee a fair opportunity to be considered for each order 349 exceeding the micro-purchase threshold unless an exception is justified. If the order does not exceed the simplified 350 acquisition threshold, the CO need not contact each of the multiple awardees under the contract before selecting an 351 order awardee if the CO has information available to ensure that each awardee is provided a fair opportunity to be 352 considered for each order.

354 Request for Proposals (RFP) under this Indefinite Delivery, Indefinite Quantity (IDIQ) will be issued by a CO in 355 writing, typically via email. The RFPs will require that technical and pricing information be submitted, to allow for 356 the determination of a best value award. The Contractor proposal information must be submitted timely, to be 357 received by the CO by the date and time set forth in the RFP to be considered. The CO shall determine the basis of 358 selecting the awarded offeror under the best value continuum of Trade-Off when issuing the task order's RFP. The 359 Contractor will perform work only if individual task orders awarded to them and shall proceed with such work until 360 it is completed, even if the work extends beyond the effective period of the contract in accordance with FAR 52.216- 361 22.

363 The rest of this page left blank intentionally.

365 PART II- CONTRACT CLAUSES

366 SECTION I- CONTRACT CLAUSES

369 I.1 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

371 This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if 372 they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is 373 cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its 374 quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by 375 paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a 376 solicitation provision may be accessed electronically at this/these address(es): www.acquisition.gov.

NUMBER TITLE DATE

52.203-3 Gratuities APR 1984 52.203-12 Limitation on Payments to Influence Certain Federal Transactions OCT 2010 52.203-13 Contractor Code of Business Ethics and Conduct NOV 2021 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform

Employees of Whistleblower Rights

JUN 2020

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper MAY 2011 52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-21 Basic Safeguarding of Covered Contractor Information Systems JUN 2016

52.222-1 Notice to the Government of Labor Disputes FEB 1997 52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.227-14 Rights in Data MAY 2014 52.232-40 Providing Accelerated Payments to Small Business Subcontractors DEC 2013 52.237-3 Continuity of Services JAN 1991 52.242-13 Bankruptcy JUL 1995 452.237-75 Restrictions Against Disclosure FEB 1988

378 I.2 52.212-4 CONTRACT TERMS AND CONDITIONS- COMMERCIAL PRODUCTS AND

379 COMMERCIAL SERVICES (NOV 2021)

380 (a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the 381 requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have 382 been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or 383 reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance 384 will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate 385 consideration for acceptance of nonconforming supplies or services. The Government must exercise its post- 386 acceptance rights-

387 (1) Within a reasonable time after the defect was discovered or should have been discovered; and http://www.acquisition.gov/

388 (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the 389 item.

390 (b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of 391 performance of this contract to a bank, trust company, or other financing institution, including any Federal lending 392 agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes 393 payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to 394 receive payment under this contract.

395 (c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the 396 parties.

397 (d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this 398 contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating 399 to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation 400 (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with 401 performance of this contract, pending final resolution of any dispute arising under the contract.

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

403 (f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence 404 beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public 405 enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine 406 restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the 407 Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, 408 setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, 409 and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

410 (g) Invoice.

411 (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address 412 designated in the contract to receive invoices. An invoice must include-

413 (i) Name and address of the Contractor;

414 (ii) Invoice date and number;

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

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

417 (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on 418 Government bill of lading;

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

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

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

422 (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required 423 elsewhere in this contract.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1

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

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

426 (B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, 427 the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation 428 provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, 429 or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable 430 agency procedures.

431 (C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

432 (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.3903) and Office of 433 Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

434 (h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against 435 liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any 436 United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the 437 Contractor is reasonably notified of such claims and proceedings.

438 (i) Payment.-

439 (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the 440 delivery destinations set forth in this contract.

441 (2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 442 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

443 (3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the 444 appropriate EFT clause.

445 (4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the 446 invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the 447 date which appears on the payment check or the specified payment date if an electronic funds transfer payment is 448 made.

449 (5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the 450 Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

451 (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the 452 overpayment including the-

453 (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of 454 overpayment);

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

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

457 (D) Contractor point of contact.

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

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

459 (6) Interest.

460 (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple 461 interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the 462 interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the 463 period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for 464 each six-month period as fixed by the Secretary until the amount is paid.

465 (ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the 466 contract.

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

468 (A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt 469 within 30 days;

470 (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline 471 specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an 472 installment payment agreement; or

473 (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer 474 (see 32.607-2).

475 (iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final 476 decision shall identify the same due date as the original demand for payment.

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

478 (A) The date fixed under this contract.

479 (B) The date of the first written demand for payment, including any demand for payment resulting from a default 480 termination.

481 (vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due 482 date and ending on-

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

484 (B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has 485 been withheld as a credit against the contract debt; or

486 (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to 487 the Contractor.

488 (vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in 489 effect on the date of this contract.

490 (j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided 491 under this contract shall remain with the Contractor until, and shall pass to the Government upon:

492 (1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

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

494 destination.

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

496 (l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or 497 any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all 498 work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to 499 the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of 500 the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the 501 satisfaction of the Government using its standard record keeping system, have resulted from the termination. The 502 Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this 503 purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor 504 shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

505 (m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event 506 of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails 507 to provide the Government, upon request, with adequate assurances of future performance. In the event of 508 termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services 509 not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by 510 law. If it is determined that the Government improperly terminated this contract for default, such termination shall 511 be deemed a termination for convenience.

512 (n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the 513 Government upon acceptance, regardless of when or where the Government takes physical possession.

514 (o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for 515 use for the particular purpose described in this contract.

516 (p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to 517 the Government for consequential damages resulting from any defect or deficiencies in accepted items.

518 (q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive 519 orders, rules and regulations applicable to its performance under this contract.

520 (r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

521 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

522 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.

523 chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, 524 Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

525 (s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence 526 in the following order:

527 (1) The schedule of supplies/services.

528 (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to 529 Government Contracts, and Unauthorized Obligations paragraphs of this clause;

530 (3) The clause at 52.212-5.

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

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

532 (5) Solicitation provisions if this is a solicitation.

533 (6) Other paragraphs of this clause.

534 (7) The Standard Form 1449.

535 (8) Other documents, exhibits, and attachments.

536 (9) The specification.

537 (t) [Reserved]

538 (u) Unauthorized Obligations.

539 (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is 540 subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or 541 agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity 542 for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

543 1341), the following shall govern:

544 (i) Any such clause is unenforceable against the Government.

545 (ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause 546 by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement.