Attachment_1_Clausesfinal.pdf

RFQ-DC-15-00190 (eBuy RFQ 1063096)

ATTACHMENT 1: CLAUSE LIST

1) FAR 52.216-1 Type of Contract. (APR 1984)

2) EP-F-12-101 Period of Performance

3) FAR 52.216-140 Minimum and Maximum amounts

4) (CO-Added) Option Period Availability of Funds

5) (CO-Added) Option to Extend the Effective Period of the Blanket Purchase Agreement

6) (CO-Added) Blanket Purchase Agreement Administration Representatives

7) (CO-Added) Authorized Individuals to Purchase Under the Blanket Purchase Agreement

8) FAR 52.216-18 Ordering (OCT 1995)

9) (CO-Added) Procedures for Issuing Purchase Orders

10) (CO-Added) Fixed Priced Purchase Orders

11) EPAAR 1552.237-71 Technical direction. (AUG 2009)

12) (CO-Added) Taxes

13) (CO-Added) Ceiling Price

14) EPAAR 1552.237-72 Key Personnel (APR 1984)

15) EPAAR 1552.211-72 Monthly Progress Reports (June 1996)

16) EPAAR 1552.232-70 Submission of Invoices (JUN 1996) Alternate I (JUN 1996) Deviation

17) EPA-H-42-103 Temporary Closure of EPA Facilities

18) Identification of Contractor Personnel (CO-added)

19) Public Communication (CO-added)

20) EPAAR 1552.237-76 Government-Contractor Relations. (JUN 1999)

21) EPAAR 1552.203-71 Display of EPA Office of Inspector General Hotline Poster. (AUG 2000) . 14

22) EPAAR 1552.209-71 Organizational conflicts of interest. (MAY 1994) -- Alternate I (MAY 1994)14

23) EPAAR 1552.242-71 Contractor Performance Information (May 2010 Deviation)

24) EPAAR 1552.215-75 Past Performance Information (Oct 2000) (Deviation)

25) EPAAR 1552.235-80 Access to confidential business information. (OCT 2000)

26) EPAAR 1552.235-70 Screening business information for claims of confidentiality. (APR 1984) 17

27) EPAAR 1552.235-71 Treatment of confidential business information. (APR 1984)

28) EPAAR 1552.211-79 Compliance with EPA Policies for Information Resources Management. (OCT

2000)

29) EPAAR 1552.242.71 Contractor Performance Evaluations

30) EPAAR 52.000-000 Notice Regarding Prohibited Contractor Activities on Environmental Protection

Agency (EPA) Contracts (NOV 1994)

31) FAR 52.204-14 Service Contract Reporting Requirements (Jan 2014)

32) Notice FAR Clauses Incorporated by Reference:

33) EPA-H-09-107 Unpaid Federal Tax Liability & Felony Criminal Violation

34) EPA-L-15-104 Electronic Submission of Proposals

35) (CO-Added) Incorporation of Contractor's Plans

36) EPA-H-04-101 Retention and Availability of Contractor Files

1) FAR 52.216-1 Type of Contract. (APR 1984)

The Government contemplates award of a Single Award Blanket Purchase Agreement (BPA) against Federal Supply

Schedule (FSS) 899-1.

2) EP-F-12-101 Period of Performance

The BPA shall consist of a one (1) year Base period and four (4) one (1) year Option Periods.

Period Performance Dates

Base Period 06/01/2016 - 05/31/2017

Option Period 1 06/01/2017 - 05/31/2018

Option Period 2 06/01/2018 - 05/31/2019

Option Period 3 06/01/2019 - 05/31/2020

Option Period 4 06/01/2020 - 05/31/2021

3) FAR 52.216-140 Minimum and Maximum amounts

During the period specified in the "Ordering" clause, the Government shall place orders totaling a minimum of

$20,000.00. The amount of all orders shall not exceed $TBD.

4) (CO-Added) Option Period Availability of Funds

Funds are not presently available for any Option Period. The Government’s obligation under any option period is contingent upon the availability of funds from which payment can be made. No legal liability on the part of the

Government for any option period payment may arise until such funds are made available to the CO for the optional period and until the contractor receives notice of such availability, to be confirmed in writing by the CO.

5) (CO-Added) Option to Extend the Effective Period of the Blanket Purchase Agreement

(a) The Government has the option to extend the effective period of this Agreement for an additional four (4), 12 month Options. If more than sixty (60) days remain in the contract effective period, the Government, without prior written notification, may exercise this option by issuing a contract modification. To unilaterally exercise this option within the last 60 days of the effective period, the Government must issue written notification of its intent to exercise the option prior to that last 60-day period. This preliminary notification does not commit the Government to exercising the option.

(b) If the options are exercised, the “Minimum and Maximum Contract Amount” clause will be modified to reflect new and separate minimums of:

Period of Performance Minimum Maximum

OPTION PERIOD 1 $0 TBD

OPTION PERIOD 2 $0 TBD

OPTION PERIOD 3 $0 TBD

OPTION PERIOD 4 $0 TBD

(c) The “Period of Performance” clause will be modified to cover the following:

Effective Period of Performance

OPTION PERIOD 1 TBD

OPTION PERIOD 2 TBD

OPTION PERIOD 3 TBD

OPTION PERIOD 4 TBD

6) (CO-Added) Blanket Purchase Agreement Administration Representatives

Contracting Officer:

James Langan langan.james@epa.gov

Project Officer:

Joann Eskelsen eskelsen.joann@epa.gov

7) (CO-Added) Authorized Individuals to Purchase Under the Blanket Purchase Agreement

(a) The Government will order any supplies and services to be furnished under this Agreement by issuing written

Purchase Orders (POs) from the effective date of the contract through the expiration date of the Agreement. The designated ordering officer’s under this contract are as follows:

Administrative Contracting Officer:

Jim Langan

Langan.Jim@epa.gov

(b) The authorized personnel listed above, may initiate Purchase Orders verbally under this contract when warranted by an emergency ONLY. These verbal authorizations must then be followed-up within five (5) calendar days following the initial authorization in writing. The Purchase Order shall clearly indicate the date in which the verbal authorization was granted.

(c) Each Purchase Order shall include a ceiling price and completion date, which the Contractor may not exceed.

When the Contractor has reason to believe that the labor payment and support costs for the order, which will accrue in the next 30 days, will bring total cost to over 85 percent of the ceiling price specified in the order, the Contractor shall notify the Ordering Officer. Notification shall be made via email and hard copy.

8) FAR 52.216-18 Ordering (OCT 1995)

(a) Any supplies and services to be furnished under this Agreement shall be ordered by issuance of Purchase Orders by the individuals or activities designated in the clause entitled, ORDERING BY DESIGNATED ORDERING

OFFICERS. Such orders may be issued from date of contract award through the potential five (5) year Agreement

(including the option periods).

(b) All purchase orders are subject to the terms and conditions of this Agreement and the GSA Schedule contract. In the event of conflict between a purchase order and this Agreement, the GSA Schedule contract shall control.

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

mailto:Langan.Jim@epa.gov

9) (CO-Added) Procedures for Issuing Purchase Orders

(a) Performance of the services in this contract shall be made only as authorized by Purchase Orders issued in accordance with the clause entitled, "Ordering - By Designated Ordering officers".

(b) All work shall be ordered by the Contracting Officer or ordering officer through the issuance of individual

Purchase Orders (POs) against this Agreement. All POs issued will be for the services specified in each Purchase

Order, and shall be billed in accordance with the fixed rates established within this Agreement.

(c) Subject to the availability of funds, the Ordering Officer is authorized to issue verbal orders under this

Agreement in emergency situations. All verbal orders shall be followed up with a written purchase order within two

(2) business days following its issuance.

(d) The BPA Project Officer or other authorized Government personnel named in the Agreement or Purchase Order shall be responsible for the technical administration and direction of POs placed under this Agreement. Neither

Ordering Officers nor BPA Project Officer have authority to modify any provision of this Agreement or any orders issued against it. Any request for deviation from the terms of this contract or any Purchase Orders issued herein shall be submitted to the Contracting Officer for action.

(e) Each PO that is issued under this Agreement shall include: 1)Date of the order, BPA number, 2)PO number and time of order (if issued verbally), 3) name of Contracting Officer Representative (COR) assigned to the PO responsible for providing technical direction, 4) accounting and appropriation data, 5)ceiling amount of order, 6) performance and schedule of deliverables, 7)description of work, and identify the location of the project site, if known at the time of issuance.

(f) Upon issuance, the Contractor shall acknowledge receipt of each purchase order via e-mail within one (1) business day after its receipt to the Contracting Officer. In certain instances, the Contractor may be tasked to begin work immediately following the issuance of the purchase order as authorized by the Contracting Officer. In all other instances, the Contractor shall not commence work prior to approval of their workplan and cost estimate, with the exception of participating in scoping and other planning meetings.

(g) Purchase Order Issuance Process and Response Timeframes: Within ten (10) business days after receipt of a purchase order initiation, the Contractor shall submit via e-mail one (1) copy of a work plan to the BPA Project

Officer and one (1) copy to the Contracting Officer. The work plan shall include a detailed technical and staffing plan and a cost estimate. Within fourteen (14) business days after receipt of the work plan, the Contracting Officer will provide written approval or disapproval to the Contractor. If the Contracting Officer disapproves a work plan, the Contractor shall stop work until the problem causing the disapproval is resolved. The Contractor shall resume work at the direction of the Contractor when the work plan is approved.

(h) The ceiling amount for each PO will be the ceiling price stated therein, and constitutes the maximum amount for which the government shall be liable. The Contractor shall not make expenditures or incur obligations in the performance of the order which exceed the specified ceiling amount except at the contractor's own risk. Any increase of the ceiling amount will be authorized via a written modification to the PO, and will be either a unilateral/ bilateral action by the Government depending on the nature of the modification.

(i) A Standard Form 30 will be used to modify all orders, and will be signed by the Contracting Officer and, when applicable, the Contractor.

(j) All orders are subject to the terms and conditions of this Agreement and the GSA schedule contract. In the event of conflict between a purchase order and the GSA schedule contract, the contract shall supersede.

(k) Within ten 10 calendar days of receipt of the purchase order or similar tasking document, the Contractor shall provide a conflict of interest certification. Where purchase orders or similar tasking documents are issued under this

Agreement for work on or directly related to a site/ project, the Contractor is only required to provide a conflict of interest certification for the initial purchase order issued for that site. For all subsequent work on that site under this

Agreement, the Contractor has a continuing obligation to search and report any actual or potential conflicts of interest, but no additional conflict of interest certifications are required to be submitted.

Before submitting the conflict of interest certification, the contractor shall search its records accumulated, at a minimum, over the past three years immediately prior to the receipt of the PO or similar tasking document. In the

COI certification, the Contractor must certify to the best of the Contractor's knowledge and belief that all actual or potential organizational conflicts of interest have been reported to the Contracting Officer or that to the best of the

Contractor's knowledge and belief, no actual or potential organizational conflicts of interest exist. In addition, the

Contractor must certify that its personnel who perform work under this purchase order or relating to the purchase order have been informed of their obligation to report personal and organizational conflicts of interest to the

Contractor. The certification shall also include a statement that the Contractor recognizes its continuing obligation to identify and report any actual or potential conflicts of interest arising during performance of the purchase order or other work related to this site.

10) (CO-Added) Fixed Priced Purchase Orders

Purchase order issued against this BPA will be done so on a fixed priced basis. The following clauses pertaining to fixed priced purchase orders shall be incorporated into purchase orders issued against this BPA by reference.

52.229-3 APR 2003 FEDERAL STATE AND LOCAL TAXES

52.232-1 APR 1984 PAYMENTS

52.232-15 APR 1984 PROGRESS PAYMENTS NOT INCLUDED

52.237-3 JAN 1991 CONTINUITY OF SERVICES

52.242-15 AUG 1989 STOP WORK ORDER

52.242-17 APR 1984 GOVERNMENT DELAY OF WORK

52.243-1 APR 1984 CHANGES- FIXED PRICE ALTERNATE I

52.244-5 DEC 1996 COMPETITION IN SUBCONTRACTING

52.245-2 APR 2012 GOVERNMENT PROPERTY (FIXED PRICE CONTRACTS) ALTERNATE I

52.246-4 AUG 1996 INSPECTION OF SERVICES (FIXED PRICE)

52.249-2 APR 2012 TERMINATION FOR CONVENIENCE (FIXED PRICE)

52.249-8 APR 1984 DEFAULT (FIXED PRICE SUPPLY AND SERVICES)

11) EPAAR 1552.237-71 Technical direction. (AUG 2009)

(a) Definitions.

"Contracting Officer Technical Representative (COTR)," means an individual appointed by the contracting officer in accordance with Agency procedures to perform specific technical and administrative functions.

"Task order," as used in this clause, means work assignment, purchase order, delivery order, or any other document issued by the contracting officer to order work under a service contract or a Blanket Purchase

Agreement.

(b) The contracting officer technical representative(s) may provide technical direction on contract or work request performance. Technical direction includes:

(1) Instruction to the contractor that approves approaches, solutions, designs, or refinements; fills in details; completes the general descriptions of work shifts emphasis among work areas or tasks;

and

(2) Evaluation and acceptance of reports or other deliverables.

(c) Technical direction must be within the scope of work of the contract and any task order/ purchase order there under. The contracting officer technical representative(s) does not have the authority to issue technical direction which:

(1) Requires additional work outside the scope of the contract or purchase/task order;

(2) Constitutes a change as defined in the "Changes" clause;

(3) Causes an increase or decrease in the estimated cost of the contract or purchase /task order;

(4) Alters the period of performance of the contract or purchase/task order; or

(5) Changes any of the other terms or conditions of the contract or task order.

(d) Technical direction will be issued in writing or confirmed in writing within five (5) days after oral issuance. The contracting officer will be copied on any technical direction issued by the contracting officer technical representative.

(e) If, in the contractor's opinion, any instruction or direction by the contracting officer technical representative(s) falls within any of the categories defined in paragraph (c) of the clause, the contractor shall not proceed but shall notify the contracting officer in writing within 3 days after receiving it and shall request that the contracting officer take appropriate action as described in this paragraph. Upon receiving this notification, the contracting officer shall:

(1) Advise the contractor in writing as soon as practicable, but no later than 30 days after receipt of the contractor's notification, that the technical direction is within the scope of the purchase order/contract effort and does not constitute a change under the "Changes" clause of the contract;

(2) Advise the contractor within a reasonable time that the government will issue a written modification to the purchase order/contract; or

(3) Advise the contractor that the technical direction is outside the scope of the purchase order/contract and is thereby rescinded.

(f) A failure of the contractor and contracting officer to agree as to whether the technical direction is within the scope of the contract/ purchase order, or a failure to agree upon the contract action to be taken with respect thereto, shall be subject to the provisions of the clause entitled "Disputes" in this contract/ purchase order.

(g) Any action(s) taken by the contractor, in response to any direction given by any person acting on behalf of the government or any government official other than the contracting officer or the contracting officer technical representative, shall be at the contractor's risk.

12) (CO-Added) Taxes

The Federal Government, under certain circumstances, is exempted from paying taxes. Tax exempt number is 52-

085-2695. In order to reduce Other Direct Costs (ODCs), the contractor shall use this number when purchasing supplies or materials for this purchase order.

13) (CO-Added) Ceiling Price

The ceiling price of this BPA is the current funded total of TBD. The Government shall not place purchase orders nor the Contractor make expenditures or incur obligations in the performance of this BPA which exceed the ceiling price specified herein, except at the contractor’s own risk.

14) EPAAR 1552.237-72 Key Personnel (APR 1984)

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

Key Personnel Labor Category Key Personnel Name

Program Manager

Training Specialist

(b) During the first one-hundred, eighty (180) calendar 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) of this clause. After the initial 90-day period, the

Contractor shall submit the information required by paragraph (c) to the Contracting Officer at least 15 days prior to making any permanent substitutions.

(c) The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the

Contracting Officer. Proposed substitutes should have comparable qualifications to those of the 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. This clause will be modified to reflect any approved changes of key personnel.

15) EPAAR 1552.211-72 Monthly Progress Reports (June 1996)

(a) The Contractor shall furnish 1 electronic copy of the combined monthly technical and financial progress report stating the progress made, including the percentage of the project completed, and a description of the work accomplished to support the cost. If the work is ordered using purchase orders, work assignments or delivery orders, include the estimated percentage of task completed during the reporting period for each purchase order issued under the BPA.

(b) Specific discussions shall include difficulties encountered and remedial action taken during the reporting period, and anticipated activity with a schedule of deliverables for the subsequent reporting period.

(c) The Contractor shall provide a list of outstanding actions awaiting Contracting Officer authorization, noted with the corresponding purchase order, such as subcontractor/consultant consents, overtime approvals, and work plan approvals.

(d) The report shall specify financial status at the contract level as follows:

(1) For the current reporting period, display the amount claimed.

(2) For the cumulative period and the cumulative contract life display: the amount obligated, amount originally invoiced, amount paid, amount suspended, amount disallowed, and remaining approved amount. The remaining approved amount is defined as the total obligated amount, less the total amount originally invoiced, plus total amount disallowed.

(3) Labor hours.

(i) A list of employees, their labor categories, and the numbers of hours worked for the reporting period.

(ii) For the current reporting period, display the expended direct labor hours and costs broken out by EPA contract labor hour category for the prime contractor and each subcontractor and consultant.

(iii) For the cumulative contract period and the cumulative contract life display: the negotiated, expended and remaining direct labor hours and costs broken out by EPA contract labor hour category for the prime contractor, and each subcontractor and consultant.

(iv) Display the estimated direct labor hours and costs to be expended during the next reporting period.

(4) Display the current dollar ceilings in the contract, net amount invoiced, and remaining amounts for the following categories: Direct labor hours, total estimated cost, award fee pool (if applicable), subcontracts by individual subcontractor, travel, program management, and Other Direct Costs (ODCs).

(5) Unbilled allowable costs. Display the total costs incurred but unbilled for the current reporting period and cumulative for the contract.

(e) The report shall specify financial status at the work assignment or delivery order level as follows:

(1) For the current period, display the amount claimed.

(2) For the cumulative period display: amount shown on workplan, or latest work assignment/delivery order amendment amount (whichever is later); amount currently claimed; amount paid; amount suspended; amount disallowed; and remaining approved amount. The remaining approved amount is defined as: the workplan amount or latest work assignment or delivery order amount (whichever is later), less total amounts originally invoiced, plus total amount disallowed.

(3) Labor hours.

(i) A list of employees, their labor categories, and the number of hours worked for the reporting period.

(ii) For the current reporting period, display the expended direct labor hours and costs broken out by EPA contract labor hour category for the prime contractor and each subcontractor and consultant.

(iii) For the current reporting period, cumulative contract period, and the cumulative contract life display: the negotiated, expended and remaining direct labor hours and costs broken out by EPA contract labor hour category for the prime contractor and each subcontractor and consultant.

(iv) Display the estimated direct labor hours and costs to be expended during the next reporting period.

(v) Display the estimates of remaining direct labor hours and costs required to complete the work assignment or delivery order.

(4) Unbilled allowable costs. Display the total costs incurred but unbilled for the current reporting period and cumulative for the work assignment.

(5) A list of deliverables for each work assignment or delivery order during the reporting period.

(f) The reports shall be submitted to the following addresses on or before the 15 of each month following the first complete reporting period of the contract. See EPAAR 1552.232-70, Submission of Invoices, paragraph (e), for details on the timing of submittals. Distribute reports as follows:

No. of Copies: Addressee:

1 (electronic) Project Officer

1 (electronic) Contracting Officer

16) EPAAR 1552.232-70 Submission of Invoices (JUN 1996) Alternate I (JUN 1996) Deviation

In order to be considered properly submitted, an invoice or request for contract financing payment must meet the following contract requirements in addition to the requirements of FAR 32.905:

(a) Unless otherwise specified in the contract, an invoice or request for contract financing payment shall be submitted as one (1) electronic copy. The Contractor shall submit the invoice or request for contract financing payment to the following offices/individuals designated in the contract: the original to the

Accounting Operations Office shown in Block 21 on the cover of the contract; one electronic copy to the

Project Officer and the Contracting Officer.

(b) The Contractor shall prepare its invoice or request for contract financing payment on the prescribed

Government forms. Standard Forms Number 1034, Public Voucher for Purchases and Services other than

Personal, shall be used by contractors to show the amount claimed for reimbursement. Standard Form

1035, Public Voucher for Purchases and Services other than Personal - Continuation Sheet, shall be used to furnish the necessary supporting detail or additional information required by the Contracting Officer. The

Contractor may submit self-designed forms which contain the required information.

(c) (1) The Contractor shall prepare a contract level invoice or request for contract financing payment in accordance with the invoice preparation instructions identified as a separate attachment of the BPA. If contract work is authorized by individual purchase orders, delivery orders, the invoice or request for contract financing payment shall also include a summary of the current and cumulative amounts claimed by cost element for each delivery order and for the contract total, as well as any supporting data for each delivery order as identified in the instructions.

(2) The invoice or request for contract financing payment that employs a fixed rate feature shall include current and cumulative charges by contract labor category and by other major cost elements such as travel, equipment, and other direct costs. For current costs, each cost element shall include the appropriate supporting schedules identified in the invoice preparation instructions.

(3) The charges for subcontracts shall be further detailed in a supporting schedule showing the major cost elements for each subcontract. The degree of detail for any subcontract exceeding $5,000 is to be the same as that set forth under (c)(2).

(4) The charges for consultants shall be further detailed in the supporting schedule showing the major cost elements of each consultant. For current costs, each major cost element of the consulting agreement shall also include the supporting schedule identified in the invoice preparation instructions.

(d) Invoices or requests for contract financing payment must clearly indicate the period of performance for which payment is requested. Separate invoices or requests for contract financing payment are required for charges applicable to the basic contract and each option period.

(e) (1) Notwithstanding the provisions of the clause of this contract at FAR 52.216-7, Allowable Cost and

Payment, invoices or requests for contract financing payment shall be submitted once per month unless there has been a demonstrated need and Contracting Officer approval for more frequent billings. When submitted on a monthly basis, the period covered by invoices or requests for contractor financing payments shall be the same as the period for monthly progress reports required under this contract.

(2) If the Contracting Officer allows submissions more frequently than monthly, one submittal each month shall have the same ending period of performance as the monthly progress report.

(3) Where cumulative amounts on the monthly progress report differ from the aggregate amounts claimed in the invoice(s) or request(s) for contract financing payments covering the same period, the contractor shall provide a reconciliation of the difference as part of the payment request.

17) EPA-H-42-103 Temporary Closure of EPA Facilities

(a)(1) The Environmental Protection Agency observes the following days as federal holidays. The term “Federal holidays” as used in this clause shall mean only the following enumerated days and any other days hereafter declared National holidays by the President of the United States. Holidays falling on a Sunday will be observed on the following Monday. Holidays falling on a Saturday will be observed on the preceding Friday.

January 1 - New Year’s Day

January - Third Monday - Martin Luther King Day

February - Third Monday - Washington’s Birthday

May - Last Monday - Memorial Day

July 4 - Independence Day

September - First Monday - Labor Day

October - Second Monday - Columbus Day

November 11 - Veterans Day

November - Fourth Thursday - Thanksgiving Day

December 25 - Christmas Day

(2) Holiday observances of such days by Government personnel shall not be cause for additional period of performance or entitlement to compensation except as set forth in the contract. If the Contractor's personnel work on a holiday, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, unless authorized pursuant to an overtime clause elsewhere in the contract.

(b)(1) EPA may close an EPA facility for all or a portion of a business day as a result of:

(i) Granting administrative leave to non-essential EPA employees (e.g., unanticipated holiday);

(ii) Inclement weather;

(iii) Failure of Congress to appropriate operational funds;

(iv) Any other day designated by Federal law, Executive Order or Presidential Proclamation; or

(v) Other reason as determined by the EPA (e.g., designated furlough day for federal workers).

(2) In such cases, Contractor personnel not determined by the Contracting Officer to be excepted (e.g., not performing mission-critical round-the-clock services/tasks) who are not already on duty at the facility shall not report to the facility. Such Contractor personnel already present shall be dismissed and shall leave the facility.

(3) The Contractor agrees to continue to provide sufficient personnel to perform round-the-clock requirements of mission-critical services/tasks already in operation or scheduled for performance during the period in which EPA employees are dismissed, and shall be guided by any specific instructions of the Contracting Officer or his/her duly authorized representative. In formulating instructions the Contracting Officer or authorized representative may consider recommendations from regional/local EPA facilities management/operations staff.

(c) When Contractor personnel services are not required or provided due to closure of an EPA facility as described in paragraph (b), the contract price will be adjusted as follows:

(1) For fixed-price contracts, deductions in the Contractor's price will be computed as appropriate for the particular firm fixed price contract in question, e.g.,

(i) The deduction rate in dollars per day will be equal to the per-month contract price divided by 21 days per month.

(In this example, the 21-days-per-month figure was calculated as follows:

365 calendar days/year – 10 Federal holidays – 104 Saturdays/Sundays = 251 days/12 months

= 20.92 days/month, rounded up to 21 days/month)

(ii) The deduction rate in dollars per day will be multiplied by the number of days services are not required or provided. If services are provided for portions of days, appropriate adjustment will be made by the Contracting

Officer to ensure that the Contractor is compensated for services provided.

(2) For cost-reimbursement, time-and-materials and labor-hour type contracts, EPA shall not reimburse, as direct costs, salaries or wages of Contractor personnel for the period during which such personnel are dismissed from, or do not have access to, the facility.

(d) The Contractor shall place identical requirements, including this paragraph, in all subcontracts that require performance of work on-site unless otherwise instructed by the Contracting Officer.

18) Identification of Contractor Personnel (CO-added)

All contractor, subcontractor and consultant personnel shall wear prominently displayed identification badges at all times when performing tasks under this BPA and when interacting with EPA officials, federal agencies, state, tribal, local government business industry, and the general public. The badge shall contain the individual's name and company's name and logo. The office space occupied by the contractor staff shall be identified with appropriate signs that include the contractor's name when participating in any event and/or discussion (e.g., instructor).

Contractor staff shall verbally identify themselves as contractor personnel so there is no possible appearance of being an EPA official. The Contractor and subcontractor personnel shall also identify themselves as such when communicating via telephone or electronically with any of these entities. The Contractor shall refer any questions relating to the interpretation of EPA policy, guidance, or regulation to the project officer and/or work assignment manager.

19) Public Communication (CO-added)

The Contractor shall not represent itself as EPA to outside parties. To maintain public trust and to not mislead the public, the Contractor shall, when communicating with outside parties, explain that it is an Agency Contractor.

20) EPAAR 1552.237-76 Government-Contractor Relations. (JUN 1999)

(a) The Government and the Contractor understand and agree that the services to be delivered under this y the contractor to the Government are non-personal services and the parties recognize and agree that no employer-BPA employee relationship exists or will exist under the contract between the Government and the Contractor's personnel. It is, therefore, in the best interest of the Government to afford both parties a full understanding of their respective obligations.

(b) Contractor personnel under this contract shall not:

(1) Be placed in a position where they are under the supervision, direction, or evaluation of a

Government employee.

(2) Be placed in a position of command, supervision, administration or control over Government personnel, or over personnel of other Contractors under other EPA contracts, or become a part of the Government organization.

(3) Be used in administration or supervision of Government procurement activities.

(c) Employee relationship. (1) The services to be performed under this contract do not require the Contractor or his/her personnel to exercise personal judgment and discretion on behalf of the Government. Rather the Contractor's personnel will act and exercise personal judgment and discretion on behalf of the Contractor.

(2) Rules, regulations, directives, and requirements that are issued by the U.S. Environmental

Protection Agency under its responsibility for good order, administration, and security are applicable to all personnel who enter the Government installation or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of Government control that is inconsistent with a non-personal services contract.

(d) Inapplicability of employee benefits. This contract does not create an employer-employee relationship.

Accordingly, entitlements and benefits applicable to such relationships do not apply.

(1) Payments by the Government under this contract are not subject to Federal income tax withholdings.

(2) Payments by the Government under this contract are not subject to the Federal Insurance

Contributions Act.

(3) The Contractor is not entitled to unemployment compensation benefits under the Social

Security Act, as amended, by virtue of performance of this contract.

(4) The Contractor is not entitled to workman's compensation benefits by virtue of this contract.

(5) The entire consideration and benefits to the Contractor for performance of this contract is contained in the provisions for payment under this contract.

(e) Notice. It is the Contractor's, as well as, the Government's responsibility to monitor contract activities and notify the Contracting Officer if the Contractor believes that the intent of this clause has been or may be violated.

(1) The Contractor should notify the Contracting Officer in writing promptly, within 5 (to be negotiated and inserted into the basic contract at contract award) calendar days from the date of any incident that the Contractor considers to constitute a violation of this clause. The notice should include the date, nature and circumstance of the conduct, the name, function and activity of each

Government employee or Contractor official or employee involved or knowledgeable about such conduct, identify any documents or substance of any oral communication involved in the conduct, and the estimate in time by which the Government must respond to this notice to minimize cost, delay or disruption of performance.

(2) The Contracting Officer will promptly, within 5 (to be negotiated and inserted into the basic contract at contract award) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer will either:

(i) Confirm that the conduct is in violation and when necessary direct the mode of further performance,

(ii) Countermand any communication regarded as a violation,

(iii) Deny that the conduct constitutes a violation and when necessary direct the mode of further performance; or

(iv) In the event the notice is inadequate to make a decision, advise the Contractor what additional information is required, and establish the date by which it should be furnished by the Contractor and the date thereafter by which the Government will respond.

21) EPAAR 1552.203-71 Display of EPA Office of Inspector General Hotline Poster. (AUG 2000)

(a) For EPA contracts or purchase orders valued at $1,000,000 or more including all contract options, the contractor shall prominently display EPA Office of Inspector General Hotline posters in contractor facilities where the work is performed under the contract or purchase orders.

(b) Office of Inspector General hotline posters may be obtained from the EPA Office of Inspector General, ATTN:

OIG Hotline (2443), 1200 Pennsylvania Avenue, NW, Washington, DC 20460, or by calling (202) 260-5113.

(c) The Contractor need not comply with paragraph (a) of this clause if it has established a mechanism, such as a hotline, by which employees may report suspected instances of improper conduct, and provided instructions that encourage employees to make such reports.

22) EPAAR 1552.209-71 Organizational conflicts of interest. (MAY 1994) -- Alternate I (MAY 1994)

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

(b) Prior to commencement of any work, the Contractor agrees to notify the Contracting Officer immediately that, to the best of its knowledge and belief, no actual or potential conflict of interest exists or to identify to the Contracting

Officer any actual or potential conflict of interest the firm may have. In emergency situations, however, work may begin but notification shall be made within five (5) working days.

(c) The Contractor agrees that if an actual or potential organizational conflict of interest is identified during performance, the Contractor will immediately make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict of interest.

The Contractor shall continue performance until notified by the Contracting Officer of any contrary action to be taken.

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

(e) The Contractor agrees to insert in each subcontract or consultant agreement placed hereunder provisions which shall conform substantially to the language of this clause, including this paragraph, unless otherwise authorized by the contracting officer.

23) EPAAR 1552.242-71 Contractor Performance Information (May 2010 Deviation)

(a) In accordance with Federal Acquisition Regulation (FAR) Subpart 42.15 and EPAAR Deviation 1542.15, past performance evaluations shall be prepared and submitted electronically to the Past Performance Information

Retrieval System (PPIRS). The process for submitting evaluation reports to PPIRS shall be through use of the

Contractor Performance Assessment Reporting System (CPARS) which has connectivity with PPIRS.

Using CPARS, EPA shall evaluate contractor performance using the following evaluation criteria as applicable: Technical (Quality of Product), Product Performance, Systems Engineering, Software

Engineering, Logistic Support/Sustainment, Product Assurance, Other Technical Performance, Schedule, Cost Control (Not Applicable for Firm-Fixed Price or Firm-Fixed Price with Economic Price Adjustment), Management, Management Responsiveness, Subcontract Management, Program Management and Other

Management, Other Areas, and Utilization of Small Business.

Each evaluation factor shall be rated in accordance with a five scale rating system: Red/Unsatisfactory, Yellow/Marginal, Green/Satisfactory, Purple/Very Good, and Dark Blue/Exceptional, N/A = Not

Applicable. Plus or minus signs may be used to indicate an improving (+) or worsening (-) trend insufficient to change assessment status.

(b) The contractor shall designate representatives to whom the evaluations will be sent automatically and electronically. The name, title, e-mail address and phone number of the designated contractor representative shall be provided to the contracting officer who will, in turn, provide that information to their CPARS Focal Point administrator for authorization access. Any changes in designated contractor personnel shall be the sole responsibility of the contractor to inform the contracting officer and the CPARS Focal Point.

The contractor has thirty (30) calendar days from the date of the contractor's receipt of the Report to review and provide a response to the contracting officer regarding the contents of the Report. The response shall be sent through CPARS.

The contractor's response to the Report may include written comments, rebuttals (disagreements), or additional information. If the contractor does not respond to the Report within the designated thirty (30) calendar days, the specified ratings in the Report are deemed appropriate for the evaluation period. In this instance, the contracting officer shall complete the Agency review and finalize the evaluation in CPARS after expiration of the specified 30 calendar days.

If the contractor submits comments, rebuttals (disagreements), or additional information to the contracting officer which contests the ratings, the contracting officer, in consultation with the contract level contracting officer’s representative and/or applicable official, shall initially try to resolve the disagreement with the contractor.

If the disagreement is not resolved between the contractor and the contracting officer, the matter will be referred, as promptly as possible, to the Reviewing Official (an official at least one level above the contracting officer or contract specialist) for resolution.

The Agency Reviewing Official shall record a determination in CPARS. The ultimate conclusion on the performance evaluation is a decision of the EPA.

The contracting officer shall complete the Agency review and finalize the evaluation in CPARS after the contracting officer receives the Agency Reviewing Official’s determination.

An interim or final report is considered completed after the contracting officer finalizes the evaluation in

CPARS.

24) EPAAR 1552.215-75 Past Performance Information (Oct 2000) (Deviation)

(a) Contractors shall submit the information requested below for both the contractors and any proposed team subcontractors. The information may be submitted prior to other parts of the RFQ submission in order to assist the

Government in reducing the evaluation period.

(b) Contractor’s and team subcontractors shall distribute the Past Performance Questionnaire and Client

Authorization Letter found in Attachments 6 and 7 of this RFQ to at least five (5) current or past clients for projects/contracts which are similar in scope, magnitude, relevance, and complexity to this requirement. All projects/contracts must either have been completed in the past three (3) years or, if ongoing, have been in existence for at least six months.

(1) The references for contracts and subcontracts provided may include those entered into with Federal, State and local governments, and commercial businesses, which are of similar scope, magnitude, relevance, and complexity to the requirement which is described in the RFQ. The following information shall be required from each reference submitting a response to the Past Performance Questionnaire:

1. Name of Agency.

2. Point of contact (name, title, telephone number, and fax number) for technical performance

3. Contract/Task order number

4. Total dollar value of the contract/order

5. Period of performance

6. Description of work performed and identification of the major teaming partners, subcontractors, or prime contractor (if any) and the role performed by each firm.

(2) Contractor’s may provide information on problems encountered and corrective actions taken on the identified contracts and subcontracts.

(3) If no response is received from a reference, the Government will make an attempt to contact another reference identified by the contractor, to contact a reference not identified by the contractor, or to complete the evaluation with those references who responded. The Government shall consider the information provided by the references, and may also consider information obtained from other sources, when evaluating a contractor’s past performance.

(4) Attempts to obtain responses from references will generally not go beyond two telephonic messages and/or written requests from the Government, unless otherwise stated in the solicitation. The Government is not obligated to contact all of the references identified by the contractor.

(c) If negative feedback is received from a contractor’s reference, the Government will compare the negative response to the responses from the contractor’s other references to note differences. A score will be assigned appropriately to the contractor based on the information. The contractor will be given the opportunity to address adverse past performance information obtained from references on which the contractor has not had a previous opportunity to comment, if that information makes a difference in the Government's decision to include the contractor in or exclude the contractor from the competitive range. Any past performance deficiency or significant weakness will be discussed with contractors in the competitive range during discussions.

(1) If a contractor has no relevant past performance history, the contractor must affirmatively state that it possesses no relevant past performance history.

(d) Each contractor may describe any quality awards or certifications that indicate the contractor possesses a high-quality process for developing and producing the product or service required. Such awards or certifications include, for example, the Malcolm Baldrige Quality Award, other Government quality awards, and private sector awards or certifications.

(1) Identify the segment of the company (one division or the entire company) which received the award or certification.

(2) Describe when the award or certification was bestowed. If the award or certification is over three years old, present evidence that the qualifications still apply.

(e) Past performance information will be used for both responsibility determinations and as evaluation criteria for award. The Past Performance Questionnaire will be used to collect information on an contractor’s performance under existing and prior contracts/subcontracts for products or services similar in scope, magnitude, relevance, and complexity to this requirement in order to evaluate contractors consistent with the past performance evaluation criteria. References other than those identified by the contractor may be contacted by the Government and used in the evaluation of the contractor’s past performance. The contractor’s past performance shall be evaluated by the

Contracting Officer and based on the questionnaire responses received from current and past customers as described above.

(f) Any information collected concerning a contractor’s past performance will be maintained in the official contract file.

(g) Contractor’s with no relevant past performance history, or for whom information on past performance is not available, will be evaluated neither favorably nor unfavorably on past performance and receive a neutral rating.

25) EPAAR 1552.235-80 Access to confidential business information. (OCT 2000)

It is not anticipated that it will be necessary for the contractor to have access to confidential business information

(CBI) during the performance of tasks required under this BPA. However, the following applies to any and all tasks under which the contractor will or may have access to CBI:

The contractor shall not have access to CBI submitted to EPA under any authority until the contractor obtains from the Project Officer a certification that the EPA has followed all necessary procedures under 40 CFR part 2, subpart

B (and any other applicable procedures), including providing,…