P03 - PWS.pdf

United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS) –

Vermont (VT)

PERFORMANCE WORK STATEMENT (PWS)

AG 101 Course Development and Implementation

July 7, 2020

1. INTRODUCTION

The Natural Resources Conservation Service (NRCS) requires training course development and implementation services.

1.1 Mission

The NRCS is committed to “helping people help the land” – our mission is to provide America’s farmers and ranchers with financial and technical assistance to voluntarily put conservation on the ground, not only helping the environment but agricultural operations, too. For more information regarding the agency and its programs visit http://www.nrcs.usda.gov/.

1.2 Background

Newly hired NRCS and partner staff sometimes have minimal familiarity with agriculture and farming processes.

NRCS Vermont seeks to develop a 3-day long course covering general agricultural topics and operations with on-farm activities to provide a basic foundational knowledge these employees

1.3 Scope

NRCS VT Seeks assistance for the development and implementation of classroom, virtual, and field-based course titled “Ag101”. This course is for newly hired NRCS and partner staff and with minimal familiarity with agriculture and farming processes and should provide a basic foundational knowledge of the types of farms, livestock production systems, crop systems, specialty crop operations, pest management options, and agricultural equipment that will be encountered while working with agricultural customers in Vermont. Only general information should be provided for all topics. Specific requirements include:

• The course should be no longer than 3 days.

• The course will be offered annually for five years based on agreed dates.

• The course should be able to accommodate up to 30 participants

• Several of the topics (livestock types, machinery types, etc.) may be covered with use of photographs (PowerPoint), video (YouTube), Virtual Platforms (VTC, Teams, Adobe, WebEx, etc.), and focused discussions, thereby reducing road trips to farms.

• Travel time to view sites should be restricted as much as possible. Onsite farm visits should be coordinated to reduce travel time. Materials needed for farm visits will be supplied by applicant.

• Short recorded video lessons for each topic will be provided to be used outside of the hosted course.

2 GENERAL REQUIREMENTS

This section describes the general requirements for this effort. The following sub-sections provide details of various considerations on this effort.

2.1 Non-Personal Services

The Government shall neither supervise Contractor employees nor control the method by which the Contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual Contractor employees. It shall be the responsibility of the Contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services. If the Contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the Contractor’s responsibility to notify the Contracting Officer (CO) immediately.

2.2 Business Relations

The Contractor shall successfully integrate and coordinate all activity needed to execute the requirement. The Contractor shall manage the timeliness, completeness, and quality of problem identification. The Contractor shall http://www.nrcs.usda.gov/ provide corrective action plans, proposal submittals, timely identification of issues, and effective management of subcontractors. The Contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all Contractor personnel.

2.3 Contract Administration and Management

The following subsections specify requirements for contract, management, and personnel administration.

2.3.1 Contract Management

The Contractor shall establish clear organizational lines of authority and responsibility to ensure effective management of the resources assigned to performance of the contract. The Contractor must maintain continuity between the support operations at various locations within the NRCS and the Contractor’s corporate offices.

2.3.2 Contract Administration

The Contractor shall establish processes and assign appropriate resources to effectively administer the contract.

The Contractor shall respond to Government requests for contractual actions in a timely fashion. The Contractor shall have a single point of contact between the Government and Contractor personnel assigned to support contracts or task orders. The Contractor shall assign work effort and maintaining proper and accurate time keeping records of personnel assigned to work on the requirement.

2.3.3 Personnel Administration

The Contractor shall provide the following management and support as required. The Contractor shall provide for employees during designated Government non-workdays or other periods where Government offices are closed due to weather or security conditions. The Contractor shall maintain the currency of their employees by providing initial and refresher training as required to meet the PWS requirements. The Contractor shall make necessary travel arrangements for employees. The Contractor shall provide necessary infrastructure to support contract tasks.

The Contractor shall provide administrative support to employees in a timely fashion (e.g. time keeping, leave processing, pay, emergency needs).

2.4 Subcontract Management

The Contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. The prime Contractor will manage work distribution to ensure there are no Organizational Conflict of Interest (OCI) considerations.

2.5 Contractor Personnel, Disciplines, and Specialties

The Contractor shall accomplish the assigned work by employing and utilizing qualified personnel with appropriate combinations of education, training, and experience. The Contractor shall match personnel skills to the work or task with a minimum of under/over employment of resources.

The Contractor’s minimum staff qualifications must be as follows:

A. Project personnel. The reasonableness and feasibility of the applicant’s approach for successfully achieving the training objectives of the work within the required timeframe.

B. Understanding and familiarity with the Vermont Agricultural community C. Ability to demonstrate history and credibility of developing and meeting training objectives.

D. Ability to meet the educational and/or experience requirements.

E. Ability to deliver training in person, virtual, and in the field, as necessary.

2.6 Location and Hours of Work

Accomplishment of the results contained in this PWS requires work primarily at the Contractor facilities but could also include various NRCS office locations as may be identified during performance of this contract. Normal NRCS workdays are Monday through Friday except US Federal Holidays. NRCS employees typically work eight

(8) hours per day, 40 hours per week. Flextime workers start not earlier than 6:00 AM and not later than 9:00 AM.

Core hours of work are from 9:00 AM to 3:00 PM daily.

The Contractor shall be responsible for establishing their work hours under this contract, except when access to a Federal facility is required, in which case the Government may limit the Contractors access based availability of NRCS employees. However, Contractor employees in possession of a valid HPDS-12 PIV-II Compliant Credential (e.g., LincPass) can work unaccompanied at government locations upon Government approval. See Section 4.1 for additional information.

Weather and security closures by their nature usually arise without advance notice. As such, the Government will notify the Contractor as soon as possible once any closures have been announced. At times the Contractor’s employees may need to work in excess of 40 hours per week to support surge requirements. The Contractor must ensure this contingency can be met.

2.7 Travel / Temporary Duty (TDY)

Travel to NRCS offices facilities in Vermont may be required if and when the need arises. The Government will provide the Contractor with a minimum of two weeks’ notice for any travel required. The Contractor is responsible for making their own travel reservations and paying the associated costs. All travel requirements (including plans, agenda, itinerary, or dates) shall be pre-approved by the Government and is on a strictly cost reimbursable basis.

Costs for travel shall be billed in accordance with the regulatory implementation of Public Law 99-234, FAR 31.205-46 Travel Costs, and the Federal Travel Regulation.

The Contractor shall provide a trip report and supporting documentation with the invoices for reimbursement. All travel costs shall be billed within 30 days after travel is complete unless an approval for later billing is approved by the Government. Requests for reimbursement of travel costs may be denied if not billed in a timely manner. Local commuting costs are the responsibility of the Contractor. Travel is considered another direct cost. Also, see Section 2.8 regarding requests for reimbursement of travel costs.

2.8 Invoicing

Invoices shall be submitted each month for the previous months work. Invoices must be submitted electronically through the Invoice Processing Platform (IPP) system. In addition to the information required by FAR 32.905(b) each invoice must contain a breakdown of the total amount. Travel costs must be broken down by the individual traveler and documentation supporting the costs being invoiced must be attached and clearly indicate the traveler it is associated with. The remaining non-travel amount must be broken down into the individual labor category and rate identified in this contract and the quantity of hours expended. No other amounts shall be listed on an invoice.

Invoices shall be submitted every two weeks, as work proceeds and in accordance with paragraph (i) of clause 52.212-4. The Contractor shall submit with each invoice the information required by paragraph (g) of clause 52.212-4.

Invoices and supporting documentation shall be submitted to the Contracting Officer.

2.9 Government Quality Assurance

The CO (or representative) reserves the right to review all work products required under the contract for acceptability as needed. The Government shall notify the Contractor whenever revisions to reports/deliverables are required for the deliverables to be deemed acceptable.

3 PERFORMANCE OBJECTIVES

This section describes the desired outcomes and specific performance objectives that must be performed.

NRCS provides technical and financial assistance to private landowners and land managers who voluntarily agree to apply conservation practices on their land for the conservation and improvement of natural resources. NRCS planners work with agricultural producers to develop conservation plans in order to address natural resource concerns. Newly hired NRCS and partner staff and have strong backgrounds in natural resources, soils and environmental science, but are often lacking familiarity with agriculture and farming processes. The purpose of developing this “Ag101” course is to provide basic foundational knowledge of the types of farms, livestock production systems, crop systems, specialty crop operations, pest management options, and agricultural equipment that NRCS planers will encounter while working with agricultural customers in Vermont.

The period of performance for this contract is estimated to be September 30, 2020 to September 30, 2025

3.1 Develop and Implement “AG 101” Course

The specific performance objectives required include the following:

Performance Objectives/Tasks Performance Standards and Acceptable Quality Levels

3.1.1 Development of course material and lesson

plan covering the following topics

• (Timeframes are estimated):

1. Primary Agricultural Land Uses in Vermont: (1 hour)

• Cropping systems (annual crops and hay/forage crops), Forest, Grazing land, Maple, Vegetable

2. Milking Systems: (1 hour)

• Parlors, Pipeline, Dumping station, Robots, etc.

3. Dairy Handling & Feed

Requirements (lactating vs non-lactating): (2 hours)

• Including basic information regarding:

o Housing (freestall, tie-stall, bedded pack, other) o Reproduction, health, disease considerations (dry cow, mastitis, lactation, gestation periods, etc.)

o Feeding aspect of farming (bunkers, ag-bags, feeding equipment, head gates, etc.)

o Cattle age groups and management (including names, e.g., cow, heifer, first calf heifer, calf.)

o Breeds

Complete digital PowerPoint format presentations

Relevant Instructor notes

Relevant Vermont-Specific Examples

Identify on-site farm visits

Several topics (livestock types, machinery types, etc.) may be covered with use of photographs (PowerPoint), video (YouTube), Virtual Platforms (VTC, Teams, Adobe, WebEx, etc.), and focused discussions, thereby reducing road trips to farms.

Digital copy of handouts and reference materials for participants

4. Beef & Feed Requirements: (1 hour)

• Including basic information regarding:

o Housing o Reproduction, health, disease considerations (lactation, gestation periods, etc.)

o Feeding o Age groups and management o Breeds

5. Sheep and Goat Dairy Handling

& Feed Requirements (1 hour)

• Including basic information regarding:

o Housing o Reproduction, health, disease considerations (mastitis, lactation, gestation periods, etc.)

o Feeding o Age groups and

6. Swine (1 hour)

• Including basic information regarding:

o Housing o Reproduction, health, disease considerations (mastitis, lactation, gestation periods, etc.)

o Feeding o Age groups and

7. Equine and Specialty Species (1

• Equine operations

• Specialty species

(alpacas, bison, veal, etc.)

• Operation challenges

8. Manure and Wastewater Management: (3 hours) (includes local field visit)

• Storage and handling methods for different forms of manure/wastes (solid manure, liquid manure/wastewater, compost)

• Storage facility types (earthen pond, above ground steel or concrete tank, compost facility, field stack)

• General equipment types (skid steer, alley scrapers, gutter cleaners, pumping equipment, tractors, box and tank spreaders, injection, irrigation).

9. Crops: (4 hours) (includes local field visit)

• Planting and harvesting, including silage corn, grain corn, small grains, common grasses/forages.

• Tillage and planting equipment: moldboard plow, chisel plow, disks, harrows, no-till planters, corn planter, drills, other.

• Harvesting Equipment:

Combines, harvesters, mower/conditioners, balers, etc.

• Pest management

10. Specialty Crops (Vegetables and Fruits) (2 hour)

• High Tunnel productions systems

• Nutrient management

• Pest Management

11. Grasses/Forages (4 hours)

(includes local field visit)

• Grass identification

• Interpreting Values of a

Forage Test

• Understanding and improving

Forage Quality

• Pest management

12. Feed Management/Storage (1

• Silos-Tower and Horizontal silo filling and removal from storage management

• Ag bag management

• Safety regarding bunks

13. Marketing (2 hour)

• Review different agricultural commodities, milk, meat, purebred livestock, grains, silage and hay

• Discuss opportunities and barriers. (Optional) Include training on marketing cooperatives.- 2 hours

14. Biosecurity Considerations and

Regulations (1 hour)

• Farmer’s general expectations of external people visiting farms

• Biosecurity protocol and protections from cross-contamination of disease agents

15. Safety Considerations: (1 hour)

• Manure pit/hoppers, methane gas, farm and construction equipment, livestock, etc.

16. Required Agricultural Practice Rule (2 hour)

• Required Agricultural Practices Activities and Applicability

• Required Agricultural Practices; Conditions, Restrictions, and Operating Standards

• Buffer Zones: Manure and Agricultural Wastes Application Setbacks

3.1.2 The Contractor shall secure a facility to hold

classroom sessions for the contract duration

ADA Accessible

Capacity for instructors and up to 30 participants

Technical capability for viewing presentations, audio etc.

3.1.3 The Contractor shall secure on-farm locations

for course content demonstrations and lessons

Identify on-farm locations for in-field site visits for each topic for the duration of the contract (5 years)

Locations should be close enough to classroom location to allow for classroom and field portions in the same day, onsite farm visits should be coordinated to reduce travel time. Materials needed for farm visits will be supplied by applicant

Accommodate up to 30 participants plus instructors

GOV employees may drive to field sites – parking at field locations may be required

3.1.4 The Contractor shall schedule and deliver the

3-day course

Annually for 5 years

Between January and December when weather must be suitable for course delivery

Coordinate with NRCS State Resource Conservationist to identify participants

Provide hard copies of materials, handouts and presentation to participants

3.1.5 The contractor shall provide condensed video

lessons for each topic to be used outside of schedule course

Individual digital video files provided for NRCS use

One video per topic

4 SPECIAL REQUIREMENTS

This section describes the special requirements that apply to this contract. The following sub-sections provide additional detail for each requirement.

4.1 Government Furnished Property, Information, and/or Services

The Government will make available the following:

1. A desktop and/or laptop will be provided for participants in the event of offsite remote learning (MS TEAMs, Zoom etc.).

5 Contract Clauses

5.1 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 C.

(End of Clause)

5.2 AGAR 452.211-73 – Attachments to Statement of Work/Specifications (Feb 1988)

The attachments to the Statement of Work/Specifications listed and are hereby made part of this contract.

(End of Clause)

5.3 AGAR 452.211-74 – Period of Performance (Feb 1988)

The period of performance for this award shall be from September 30, 2020 to September 29, 2025.

(End of Clause)

5.4 52.223-2 – Affirmative Procurement of Biobased Products Under Service and Construction Contracts (September 2013)

(a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA) designated items unless

(1) The product cannot be acquired

(i) Competitively within a time frame providing for compliance with the contract performance schedule;

(ii) Meeting contract performance requirements; or

(iii) At a reasonable price.

(2) The product is to be used in an applica3tion covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred procurement requirement for the following:

(i) Spacecraft system and launch support equipment.

(ii) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

(b) Information about this requirement and these products is available at http://www.biopreferred.gov.

(c) In the performance of this contract, the Contractor shall

(1) Report to http://www.sam.gov, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30; and

(2) Submit this report no later than

(i) October 31 of each year during contract performance.

(End of clause)

5.5 52.223-1 – Biobased Product Certification (May 2012)

As required by the Farm Security and Rural Investment Act of 2002 and the Energy Policy Act of 2005 (7 U.S.C. 8102(c) (3)), the Offeror certifies, by signing this offer, that biobased products (within categories of products listed by the United States Department of Agriculture in 7 CFR part 3201, subpart B) to be used or delivered in the performance of the contract, other than biobased products that are not purchased by the Offeror as a direct result of this contract, will comply with the applicable specifications or other contractual http://www.biopreferred.gov/ requirements

5.6 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,

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

(End of Clause)

5.7 AGAR 452.237-74 Key Personnel (Feb 1988)

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

(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-day period, the Contractor sh.11all 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 persons being replaced. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

(End of Clause)

5.8 AGAR 452.246-70 – Inspection Acceptance (Feb 1988)

(a) The Contracting Officer or 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 after each service requirement is completed.

5.9 Professional Conduct While on Government Facilities

Contractor employees shall observe and maintain themselves in accordance with professional standards according to their location. Attire should be consistent with professional standards. They shall not engage in private activities for personal gain or any other unauthorized purpose while on Government-owned or leased property, nor may Government time or equipment be utilized for these purposes.

(End of clause)

5.10 52.204-9 – Personal Identity Verification of Contractor Personnel (Jan 2011)

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of clause)

5.11 52.212-4 - Contract Terms and Conditions—Commercial Items (OCT 2018)

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

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

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

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

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

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

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

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

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due.

The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification

(t) [Reserved]

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

5.12 52.212-5 – Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items. (MAR2020)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78

(19 U.S.C. 3805note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct

1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

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

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of

Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016)

(Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)

(41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C.657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar

2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved] __ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Mar 2020) (15 U.S.C.644).

__ (ii) Alternate I (Mar 2020).

__ (iii) Alternate II (Nov 2011).

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Mar 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

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

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Mar 2020) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Mar 2020) of 52.219-9.

__ (v) Alternate IV (Aug 2018) of 52.219-9 __ (18) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C.637(a)(14)).

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

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15

U.S.C. 657f).

__ (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Mar 2020) (15 U.S.C.

632(a)(2)).

(ii) Alternate I (MAR 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged

Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar 2020) (15 U.S.C. 637(m)).

(25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

(26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15 U.S.C. 637(a)(17)).

XX(27) 52.222-3, Convict Labor (June 2003) (E.O.11755).

XX(28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2020) (E.O.13126).

XX(29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

__ (30) (i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

__ (31) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

__ (ii) Alternate I (July 2014) of 52.222-35.

__ (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.793).

__ (ii) Alternate I (July 2014) of 52.222-36.

__ (33) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

__ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)

(E.O. 13496).

XX (35) (i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter78 and E.O. 13627).

__ (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (41) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and

13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

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

__ (43) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s

13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

XX (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

(E.O. 13513).

__ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (46) 52.223-21, Foams (Jun 2016) (E.O. 13693).

__ (47) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (48) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

__ (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv)…