Sol_12445223R0026.pdf

SOLICITATION, OFFER,

AND AWARD

2. TYPE OF SOLICITATION

6. PROJECT NO. 4. CONTRACT NO. 5. REQUISITION/PURCHASE REQUEST NO.

PAGE OF PAGES

7. ISSUED BY CODE 8. ADDRESS OFFER TO

SOLICITATION

(Construction, Alteration, or Repair)

1. SOLICITATION NO. 3. DATE ISSUED

IMPORTANT -- The "offer" section on the reverse must be fully completed by offeror.

9.

INFORMATION

a. NAME b. TELEPHONE NO. (Include area code) (NO COLLECT CALLS)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder."

CALL:

FOR

SEALED BID (IFB)

NEGOTIATED (RFP)

1101793

USDA-FS CSA EAST 12

1720 PEACHTREE ST NW

STE 876S

ATLANTA GA 30309-2449

John Davidson john.davidson@usda.gov Penny Zortman penny.zortman@usda.gov

JOHN DAVIDSON 404-347-2970

1x 08/17/2023

12445223R0026

10. THE GOVERNMENT REQUIRES PERFORMANCE OF THE WORK DESCRIBED IN THESE DOCUMENTS (Title, identifying no., date)

National Forests in North Carolina

Project Title: NFsNC 2023 Trail IDIQ

Scope: Trail maintenance, construction, and assessment services on motorized and non-motorized, wilderness and non-wilderness trails across the state of North

Carolina.

Contract Type: Multiple Award Indefinite Delivery / Indefinite Quantity (IDIQ): Firm

Fixed Price (FFP) Construction.

Competition: Total Small Business Set Aside, NAICS: 237990, Other Heavy and Civil

Engineering Construction

11. The Contractor shall begin performance within

12a. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS?

award, notice to proceed. The performance period is mandatory negotiable. (See ________________________________________________.)

13. ADDITIONAL SOLICITATION REQUIREMENTS:

a. Sealed offers in original and is not required.is, b. An offer guarantee

c. All offers are subject to the (1) work requirements, and (2) other provisions and clauses incorporated in the solicitation in full text or by reference.

(date). If this is a sealed bid solicitation, offers will be publicly opened at that time. Sealed envelopes containing offers shall be marked to show the offeror's name and address, the solicitation number, and the date and time offers are due.

d. Offers providing less than

12b. CALENDAR DAYSYES NO

(If "YES", indicate within how many calendar days after award in Item 12b.)

0 0 calendar days and complete it within ________________ ________________ calendar days after receiving

See Contracts

09/13/2023

NSN 7540-01-155-3212

x x x x copies to perform the work required are due at the place specified in Item 8 by _____________ ___________________ (hour) local time calendar days for Government acceptance after the date offers are due will not be considered and will be rejected . _________________

STANDARD FORM 1442 (Rev. 8/2014)

Prescribed by GSA

FAR(48 CFR) 53.236-1(d)

17. The offeror agrees to perform the work required at the prices specified below in strict accordance with the terms of this solicitation, if this offer is accepted by the Government in writing within ____________________ calendar days after the date offers are due. (Insert any number equal to or greater than the minimum requirement stated in item 13d. Failure to insert any number means the offeror accepts the minimum in item 13d.)

14. NAME AND ADDRESS OF OFFEROR (Include ZIP Code) 15. TELEPHONE NO. (Include area code)

16. REMITTANCE ADDRESS (Include only if different than item 14.)

CODE FACILITY CODE

AMOUNTS

18. The offeror agrees to furnish any required performance and payment bonds.

19. ACKNOWLEDGEMENT OF AMENDMENTS

OFFER (Must be fully completed by offeror)

(The offeror acknowledges receipt of amendments to the solicitation -- give number and date of each)

AMENDMENT NO.

DATE.

20a. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or print) 20b. SIGNATURE 20c. OFFER DATE

AWARD (To be completed by Government)

21. ITEMS ACCEPTED:

22. AMOUNT 23. ACCOUNTING AND APPROPRIATION DATA

24. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM 25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO

26. ADMINISTERED BY CODE 27. PAYMENT WILL BE MADE BY

CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE

(Contractor is required to sign this document and return (Contractor is not required to sign this document.)

Your offer on this solicitation is hereby accepted as to the items listed. This award consummates the contract, which consists of (a) the Government solicitation and your offer, and (b) this contract award.

No further contractual document is necessary.

30a. NAME AND TITLE OF CONTRACTOR OR PERSON AUTHORIZED TO SIGN (Type or print) 31a. NAME OF CONTRACTING OFFICER (Type or print)

30b. SIGNATURE 30c. DATE 31b. UNITED STATES OF AMERICA 31c. DATE

BY

2PAGE OF

USDA-FS CSA EAST 12

1720 PEACHTREE ST NW

STE 876S

ATLANTA GA 30309-2449

PENNY R. ZORTMAN

28. NEGOTIATED AGREEMENT 29. AWARD

Contractor agrees to furnish and deliver all items or perform all work requirements identified on this form and any continuation sheets for the consideration stated in this contract. The rights and obligations of the parties to this contract shall be governed by (a) this contract award, (b) the solicitation, and (c) the clauses, representations, certifications, and specifications incorporated by reference in or attached to this contract.

copies to issuing office.)

10 U.S.C. 2304(c) 41 U.S.C. 3304(a)

STANDARD FORM 1442 (REV. 8/2014) BACK

Continued...

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

NAME OF OFFEROR OR CONTRACTOR

3 54

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

12445223R0026

Delivery Location Code: 4550

USDA FS

NATIONAL FOREST IN NORTH CAROLINA

160A ZILLICOA ST

ASHEVILLE NC 28801-9999 US

0001 Main IDIQ Body for NFsNC 2023 Trail IDIQ

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

Solicitation No: 12445223R0026 Project Name: NFsNC 2023 Trail IDIQ

PART I—THE SCHEDULE

SECTION B--SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SCHEDULE OF ITEMS

See the attached for seed project schedules.

a) Minimum and Maximum Contract Amounts - During the period specified in FAR clause 52.216-18, ORDERING, the Government shall place orders totaling a minimum of $2500, but not in excess of the simplified acquisition threshold ($250K).

B.2 SCHEDULE NOTES

The offeror’s prices for pay items should include all applicable overhead, profit, and all burden costs such as, insurance, support costs, compliance with environmental laws, taxes, and protection of government property. If the work will be sub-contracted the price proposed should be inclusive of all costs involved with subcontracting the work.

SECTION C--DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 SCOPE OF CONTRACT

The National Forests in North Carolina is soliciting for trail maintenance, construction, and assessment services on motorized and non-motorized, wilderness and non-wilderness trails across the state of North Carolina. Work consists of restoring the original trail templates, including clearing, removing slough and berm, filling ruts and troughs, reshaping backslopes, excavation, reshaping trail tread, restoring drainage, constructing grade dips, removing rocks, roots, and stumps, rehabilitation or construction of trail structures such as stairways, retaining walls, and handrails, and obliterating social trails, installing check dams, and constructing new trail and sections of trail relocations, and trail-head maintenance and/or construction (such as grading and gravelling parking areas). Work may also consist of performing trail assessments, flagging new trail routes and trail relocation routes. The Government anticipates that the total work will consist of approximately the following percentages of each work type, over the life of the awarded contracts: Maintenance – 60%, Construction – 30%, Trailhead Maintenance --5%, Assessment – 5%.

Contractors are required to be headquartered in one of the following five states:

North Carolina, South Carolina, Georgia, Tennessee, or Virginia.

Contractor(s) shall furnish all labor, equipment, transportation, supervision, supplies, and incidentals to perform this work in accordance with terms, specifications, conditions, and provisions of this solicitation.

This solicitation is expected to result in multiple Indefinite Delivery / Indefinite Quantity (IDIQ) contracts with one base and four option years that may be exercised at the discretion of the Government. Orders issued by the Government will detail the location of the work, the quantity of the work and time for performance. The type of work ordered may vary by task order. The life of the contract is inclusive of the Base Period and all option periods. Task orders will be competed among awarded IDIQ contractors, in accordance with the specifications of this solicitation and the resultant contract.

Much of the contract work is considered service work and Service Contract Act wage determination and payment procedures will apply to such task orders. Task orders may contain construction work more than $35,000.00 and Davis Bacon wage rates, bonding requirements, and construction payment procedures would apply to those orders. As a result of the construction being less than $35,000, no bonding will be required. The Contracting Officer will make a determination regarding the use of Davis Bacon "Construction” or the Service Contract Act at the time of solicitation.

C.2 PROJECT LOCATIONS

The work will be performed at various locations within the administrative boundaries of the National Forests in North Carolina. The resultant contract will consist of one multi-award IDIQ contract for the eight NFNC Ranger Districts, listed below.

Ranger District Address County City

1. Croatan 141 E. Fisher Ave Craven New Bern

2. Uwharrie 789 NC 24/27 East Montgomery Troy

3. Grandfather 109 E. Lawing Drive McDowell Nebo

4. Appalachian 632 Manor Road Madison Mars Hill

5. Pisgah 1600 Pisgah Hwy Transylvania Pisgah Forest

6. Nantahala 90 Sloan Road Macon Franklin

7. Cheoah 1070 Massey Branch Rd Graham Robbinsville

8. Tusquitee 123 Woodland Drive Cherokee Murphy

C.3 MAGNITUDE OF CONSTRUCTION PROJECT

Task Orders will range from $2500 to $250,000 with an overall ceiling amount of $7.5M The guaranteed minimum amount for each contract, inclusive of the base and all option periods, shall be $2,500.00 and may be initiated by one of more delivery orders and shall be inclusive of all profit and overhead. The maximum dollar amount to be awarded shall be $250,000 per task order; and a total award amount to not exceed $7,500,000 per company, over a five-year period (the life of the IDIQ).

C.4 TECHNICAL SPECIFICATIONS

452.211-72 Statement of Work/Specifications (FEB 1988)

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

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

C.5 TASK ORDER

The Task Orders issued under this IDIQ will be based on scopes of work defining specific requirements for those individual projects.

After IDIQ contracts are awarded, specific work requirements will be issued as firm-fixed-price task orders on a competitive basis. The basis for award of the task orders will generally be on lowest price technically acceptable, or price only, but may be conducted through a best value Trade-off process if the complexity of the work requires additional technical evaluation.

Contractor awardees are required to respond to Task Order requirements located in the geographic areas covered by their proposal, however, if there are extenuating circumstances that prevent a Contractor awardee from submitting an offer the Contractor awardee will inform the Contracting Officer and provide a reason for non-submission of proposal.

C.6 INVOICES AND PAYMENTS / INVOICE PROCESSING PLATFORM (IPP)

Invoices for final payment must be so identified and submitted. When the order is complete no further charges shall be billed.

All orders shall require detailed invoices to be submitted digitally through the Department of Treasury’s Invoice Processing Platform (IPP), https://www.ipp.gov. The contractors must follow the instructions on how to register and submit invoices via IPP as prescribed in the communications from USDA Treasury. For more information concerning IPP please visit http://www.fs.fed.us/business and further information will be discussed between the awardees and the Contracting Officer.

C.7 GENERAL INFORMATION

Task Orders for construction over $35,000 will require Payment Bonds. Construction projects over $150,000 will require both the Payment and Performance Bonds. Any project specific requirements will be specified in individual Task Orders.

https://www.ipp.gov/ http://www.fs.fed.us/business

Contractors are required to be headquartered in one of the following five states: North Carolina, South Carolina, Georgia, Tennessee, or Virginia.

C.8 HOURS OF OPERATION / FEDERAL HOLIDAYS

Any project specific requirements will be specified in individual Task Orders.

Normal operational hours are approximately from 07:00 am to 4:30 PM Easter Standard Time, Monday through Friday. (Federal Holidays excluded).

Emergency services may be performed as required after normal business hours stated above or during the following Federal Holidays:

New Year’s Day – January 1st Martin Luther King Junior’s Birthday – Third Monday in January President’s Day – Third Monday in February Memorial Day – Last Monday in May Independence Day – July 4th Labor Day – First Monday in September Columbus Day – Second Monday in October Veteran’s Day – November 11th Thanksgiving Day – Fourth Thursday in November Christmas Day – December 25th

C.9 GOVERNMENT FURNISHED PROPERTY

Each Task Order will identify any government furnished material or facilities as applicable.

C.14 NOTIFICATION OF START AND COMPLETION OF WORK

For each Task Order the Contractor will be issued a Notice to Proceed and work shall begin within (10) calendar days of the notice to proceed. Commence work includes ordering materials, mobilization, and work on site. The contractor shall notify the COR and CO five

(5) calendar days prior to the date that work will be ready for final inspection. Final inspection shall be scheduled far enough in advance to allow for punch items to be completed prior to the completion date established by the Notice to Proceed.

SECTION D--PACKAGING AND MARKING

D.1 PACKING AND MARKING

All shipments of materials, equipment and/or supplies shall be addressed to the Contractor and not to the Government.

D.2 PROJECT LABELING FOR OFFICIAL CORRESPONDENCE

The Government singularly identifies each project with a contract number at time of award. The contract number is a unique identifier to purposely and permanently represent an awarded project. The Government issued contract number is to be referenced on all official communication starting upon notice of award.

SECTION E--INSPECTION AND ACCEPTANCE

E.1 CLAUSES

52.246-12 Inspection of Construction (AUG 1996)

The following clause applies to all ordered service Task Orders:

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services

(NOV 2021)

SECTION F--DELIVERIES OR PERFORMANCE

F.1 CLAUSES

52.242-15 Stop Work Order (AUG 1989) 52.242-17 Govt Delay of Work (APR 1984)

The following clauses apply to ordered construction task orders, as applicable:

52.211-13 Time Extensions (SEP 2000) 52.211-18 Variation in Estimated Quantity (APR 1984) 52.242-14 Suspension of Work (APR 1984)

52.211-10 Commencement, Prosecution, and Completion of Work (APR 1984) The Contractor shall be required to (a) commence work under this contract within 10 days calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than TBD on each Task Order. The time stated for completion shall include final cleanup of the premises.

52.211-12 Liquidated Damages—Construction (SEP 2000)

(a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the Government in the amount of TBD on each Task Order (if applicable) for each calendar day of delay until the work is completed or accepted.

(b) If the Government terminates the Contractor’s right to proceed, liquidated damages will continue to accrue until the work is completed. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

F.2 OTHER REQUIREMENTS

The Contracting Officer may issue orders to suspend or stop the work wholly or in part for such period of time as deemed necessary because of:

(1) Weather or ground conditions when further prosecution of the work might cause environmental or resource damage to the project, access roads to the project or adjacent property. Such action would include but not be limited to instances such as siltation of streams, damage to access roads, rutting of project trails which causes otherwise suitable soils to be muddy or unsuitable; or

(2) Failure of the Contractor to comply with specifications, such as but not limited to, placement of frozen material in fills, placing of asphalts or concrete at temperatures lower than those specified, performing work prior to prerequisite approvals, operating equipment not meeting fire requirements, or when conditions exist which do not meet safety requirements. Whether or not a suspend work notice is issued, the Contractor shall be responsible for correcting any damage caused by its operation, whether inside or outside project limits, at no cost to the Government. Such suspensions shall not be considered as suspensions for the Convenience of the Government under FAR 52.242-14, Suspension of Work, or FAR 52.242-15, Stop-Work Order and shall not qualify for an equitable adjustment.

SECTION G--CONTRACT ADMINISTRATION DATA

G.1 CLAUSES

452.215-73 Post Award Conference (NOV 1996) A post award conference with the successful offeror is required. It will be scheduled and held within NLT 10 days after the date of contract award. The conference will be held at TBD for each Task Order and/or TEAMS Call (Virtual).

G.2 OTHER REQUIREMENTS

Task Orders – Request for Quote (RFQ) Procedures

a) A Task Order is a contractual instrument issued by an authorized and warranted government Contracting Officer to order work for the government.

b) As the need exists for performance under the terms of this Contract any warranted Forest Service Contracting Officer may solicit quotes and issue task orders against this contract.

c) Additional specifications may be provided with each RFQ.

d) RFQs will be transmitted primarily via e-mail.

e) RFQs may include evaluation criteria (i.e.: past performance, technical approach, etc.) which will require the submission of a technical proposal. All RFQs shall specify the method for award determination and indicate the required response documentation.

f) Upon the receipt of an RFQ from the Government, the Contractor shall respond as specified.

g) Contract holders will receive fair opportunity to be considered for each RFQ unless one of the exceptions in FAR Subpart 16.505(b)(2) applies.

TASK ORDER AWARD PROCESS

Task orders for project requirements will be issued after contract award to the participating contractors. Payment for task orders will be based on each individual task order’s total price, and actual measurement of performance completed (validated by contract specifications, drawings, schedules, progress reports, and COR / inspector site visits) for each individual task order.

One (1) seed task order will be provided in the Section J Attachments to this solicitation.

Contractors shall provide pricing for a minimum of one task order in the Schedule of Items provided. The task order shall be awarded immediately following award of contracts.

Task Order Competition: Task order will be competed among awarded contractors. Task Order quotes received from contractors will be evaluated on price, contractor availability for performance, and past performance on earlier tasks. If necessary, the Government reserves the right to make awards outside of this solicitation in order to meet procurement preference goals.

Each awardee will be given a fair opportunity to be considered for a task order exceeding $2,500 unless one of the following exceptions applies:

1. The need for the service is so urgent that providing a fair opportunity would result in unacceptable delay.

2. The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.

3. It is necessary to place an order to satisfy a minimum guarantee.

The Contractor shall furnish all personnel, materials, equipment, and services (except as otherwise specified) necessary to perform the Statements of Work specified with each task order.

Commencement of work shall be within 10 days after receipt of the Notice to Proceed.

During the contract period, Forest Service staffs, as indicated in the Request for Proposals (RFP), will identify work and the Contracting Officer (CO) will order work by issuing a task order to the Contractor(s) selected through this solicitation.

When a task is identified for award under this contract, the sequence of events will generally be as follows:

1. It is the Government’s intent to provide each Contractor with a fair opportunity to be considered for task orders estimated to exceed $2,500 in magnitude among the IDIQ Contractors.

2. The CO or officially designated Contract Specialist will notify the Contractor(s) of a performance requirement under the contract.

3. Contractors shall submit technical and price proposals for award of the task order. With each request for technical and price proposal(s) the Contractor(s) will be provided the following information: (1) project title and number, (2) date of request, (3) date proposals are due, (4) statement of work, (5) project-specific drawings, (6) project specific specifications, (7) anticipated completion schedule or relevant performance milestones / dates, and (8) the following items as applicable to the project – record drawings; special instructions on content;

samples.

4. When determined appropriate by the CO, a pre-proposal site visit may be scheduled to acquaint the Contractor(s) with the project, with any unique site conditions or specifications, and with Government policies and procedures necessary for performance of the task order. The CO, Contractor, Contracting Officer’s Representative (COR) and/or inspector, will meet at the work site to discuss the project scope of work, work alternatives, and performance schedule requirements. It is anticipated that pre-proposal site visits will be conducted for most projects during the initial performance period of this contract. The CO will notify the Contractor(s) if a site visit will be conducted and will schedule the date for the visit.

5. Within 5 working days following the site visit, if scheduled, Contractors shall submit comments, questions, or requests for clarification to the CO that may arise from review of project information, drawings, or specifications, or information obtained during the site visit.

When all review comments, questions and clarifications are resolved, the CO shall provide the Contractor(s) with a written summary of clarifications, changes, discussion items, including revisions of the proposal due date if an extension is determined to be necessary.

6. Contractors shall submit a technical proposal, with supporting documentation, and price breakdown to the CO in response to the task. The Contractors’ work proposals shall consist of a description of all work to be accomplished and may include information such as proposed work approach and performance times (subcontracted and non-subcontracted). The technical proposal shall include supporting documentation such as: the performance schedule, applicable material/equipment specifications, calculations, and working drawings or sketches with dimensions, if necessary to render the proposed work clear. The Contractor(s) price breakdown shall address all items listed in Section B of the basic contract, as applicable to the task order.

Technical evaluation factors may vary with each task order.

7. The CO will issue a task order to the Contractor’s proposal that represents the lowest price and/or best value to the Government, and the Contractor shall begin work within 10 days of receipt of the Notice to Proceed (NTP). Generally, evaluation criteria for subsequent task orders will be a subset of the criteria described in this solicitation. Evaluation factors shall be indicated in each request for technical and price proposals for task orders. It is the mutual goal of the contracting parties to finalize negotiations within 15 working days after proposals are submitted to the Government.

In light of the pre-proposal site visit(s) and dialogue, it is the intent of the Government to award most task orders without further discussion. Contractor will be given a minimum of 10 business days to mobilize to start work after receiving a task order Notice to Proceed, unless otherwise negotiated with Contracting Officer.

SECTION H--SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES

452.228-71 Insurance Coverage (NOV 1996) Pursuant to FAR clause 52.228-5, Insurance-Work on a Government Installation, the Contractor will be required to present evidence to show, as a minimum, the amounts of insurance coverage indicated below:

(a) Workers Compensation and Employer's Liability. The Contractor is required to comply with applicable Federal and State workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with a Contractor's commercial operations that it would not be practical to require this coverage. Employer's liability coverage of at least $100,000 shall be required, except in States with exclusive or monopolistic funds that do not permit worker's compensation to be written by private carriers.

(b) General Liability. (1) The Contractor shall have bodily injury liability coverage written on a comprehensive form of policy of at least $500,000 per occurrence. (2) The Contractor shall have property damage liability insurance shall be required in the amount of TBD per Task Order (if applicable) per occurrence.

(c) Automobile Liability. The Contractor shall have automobile liability insurance written on a comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage or loss.

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

452.237-74 Key Personnel (FEB 1988)

(a) The Contractor shall assign to this contract the following key personnel: Project Manager for each Task Order (If applicable and per the SOW for each Task Order).

(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 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. The contract will be modified to reflect any approved changes of key personnel.

ART II--CONTRACT CLAUSES

SECTION I--CONTRACT CLAUSES

I.1 CLAUSES

52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

Federal Acquisition Regulation (FAR) Clauses:

https://www.acquisition.gov/browse/index/far (FAR clauses begin with 52) Department of Agriculture Acquisition Regulation (AGAR) Clauses:

https://www.acquisition.gov/agar (AGAR clauses begin with 452) FAR and AGAR Deviations to clauses may be viewed at: Policies & Regulations | USDA

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

(MAY 2014)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014) 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 2020) 52.203-13 Contractor Code of Business Ethics and Conduct (NOV 2021) 52.203-14 Display of Hotline Poster(s) (NOV 2021) 52.203-17 Contractor Employee Whistleblower Rights & Requirements to Inform

Employees of Whistleblower Rights (JUN 2020) (Whistleblower Guidance to contractor employees)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or https://www.acquisition.gov/browse/index/far https://www.acquisition.gov/agar https://www.usda.gov/da/ocp/ppd/policies-regulations https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fcontent.govdelivery.com%2Fattachments%2FUSDAPSD%2F2023%2F04%2F04%2Ffile_attachments%2F2456937%2FWhistleblower%2520Guidance.docx&wdOrigin=BROWSELINK https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fcontent.govdelivery.com%2Fattachments%2FUSDAPSD%2F2023%2F04%2F04%2Ffile_attachments%2F2456937%2FWhistleblower%2520Guidance.docx&wdOrigin=BROWSELINK

Statements (JAN 2017) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY

2011) 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (JUN

2020) 52.204-13 System for Award Management Maintenance (OCT 2018) 52.204-14 Service Contract Reporting Requirements (OCT 2016) 52.204-15 Service Contract Reporting Requirements for Indefinite Delivery Contracts (OCT

2016) 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020) 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (NOV 2021) 52.209-6 Protecting the Government's Interest when Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (NOV 2021) 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

(OCT 2018)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015) 52.210-1 Market Research (NOV 2021) 52.215-2 Audit and Records -- Negotiation (JUN 2020) 52.215-8 Order of Precedence—Uniform Contract Format (OCT 1997) 52.219-6 Notice of Total Small Business Set-Aside (NOV 2020) 52.219-8 Utilization of Small Business Concerns (OCT 2022)(DEVIATION DEC 2022) 52.219-9 Small Business Subcontracting Plan (OCT 2022) 52.219-14 Limitations on Subcontracting (OCT 2022)

☐ By the end of the base term of the contract and then by the end of each subsequent option period; or ☒ By the end of the performance period for each order issued under the contract.

52.219-16 Liquidated Damages --Subcontracting Plan (SEP 2021) 52.219-28 Post Award Small Business Program Rerepresentation (MAR 2023) 52.222-3 Convict Labor (JUN 2003) 52.222-4 Contract Work Hours and Safety Standards -- Overtime Compensation (MAY

2018) 52.222-6 Construction Wage Rate Requirement (AUG 2018) 52.222-7 Withholding of Funds (MAY 2014) 52.222-8 Payrolls and Basic Records (JUL 2021) 52.222-9 Apprentices and Trainees (JUL 2005) 52.222-10 Compliance with Copeland Act Requirements (FEB 1988) 52.222-11 Subcontracts (Labor Standards) (MAY 2014) 52.222-12 Contract Termination - Debarment (MAY 2014) 52.222-13 Compliance with Construction Wage Rate Requirements and Related Regulations

(MAY 2014)

52.222-14 Disputes Concerning Labor Standards (FEB 1988) https://www.usda.gov/sites/default/files/documents/far-class-deviation-regarding-threshold-small-disadvantaged-business.pdf

52.222-15 Certification of Eligibility (MAY 2014) 52.222-20 Contracts for Materials, Supplies, Articles, and Equipment Exceeding $15,000

(JUN 2020) (Applicable if contract exceeds $15,000) 52.222-21 Prohibition of Segregated Facilities (APR 2015) 52.222-26 Equal Opportunity (APR 2016) 52.222-27 Affirmative Action Compliance Requirements for Construction (APR 2015) 52.222-30 Construction Wage Rate Requirements-Price Adjustment (None or Separately

Specified Pricing Method) (AUG 2018) 52.222-35 Equal Opportunity for Veterans (JUN 2020) 52.222-36 Equal Opportunity for Workers with Disabilities (JUN 2020) 52.222-37 Employment Reports on Veterans (JUN 2020) 52.222-40 Notification of Employee Rights Under National Labor Relations Act (DEC

2010) 52.222-50 Combating Trafficking in Persons (NOV 2021) 52.222-54 Employment Eligibility Verification (MAY 2022) 52.222-55 Minimum Wages for Contractor Workers under Executive Order 14026 (JAN

2022) 52.222-62 Paid Sick Leave under Executive Order 13706 (JAN 2022) 52.223-2 Affirmative Procurement of Biobased Products under Service and Construction

Contracts (SEP 2013) 52.223-5 Pollution Prevention and Right-to-Know Information (MAY 2011) 52.223-6 Drug-Free Workplace (MAY 2001) 52.223-17 Affirmative Procurement of EPA-designated Items in Service and Construction

Contracts (AUG 2018) 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN

2020) 52.225-13 Restrictions on Certain Foreign Purchases (FEB 2021) 52.227-1 Authorization and Consent (JUN 2020) 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (JUN 2020) 52.227-4 Patent Indemnity -- Construction Contracts (DEC 2007) 52.228-2 Additional Bond Security (OCT 1997) 52.228-5 Insurance – Work on a Government Installation (JAN 1997) 52.228-12 Prospective Subcontractor Requests for Bonds (DEC 2022) 52.228-14 Irrevocable Letter of Credit (NOV 2014) 52.229-3 Federal, State, and Local Taxes (FEB 2013) 52.229-4 Federal, State, and Local Taxes (State and Local Adjustments) (FEB 2013) 52.232-5 Payments under Fixed-Price Construction Contracts (MAY 2014) 52.232-17 Interest (MAY 2014) 52.232-23 Assignment of Claims (MAY 2014) 52.232-27 Prompt Payment for Construction Contracts (JAN 2017) 52.232-33 Payment by Electronic Funds Transfer – System for Award Management (OCT

2018) 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) 52.233-1 Disputes (MAY 2014) Alt 1 (DEC 1991)

52.233-3 Protest after Award (AUG 1996) 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004) 52.236-2 Differing Site Conditions (APR 1984) 52.236-3 Site Investigation and Conditions Affecting the Work (APR 1984) 52.236-5 Material and Workmanship (APR 1984) 52.236-6 Superintendence by the Contractor (APR 1984) 52.236-7 Permits and Responsibilities (NOV 1991) 52.236-8 Other Contracts (APR 1984) 52.236-9 Protection of Existing Vegetation, Structures, Equipment, Utilities, and

Improvements (APR 1984) 52.236-10 Operations and Storage Areas (APR 1984) 52.236-11 Use and Possession Prior to Completion (APR 1984) 52.236-12 Cleaning Up (APR 1984) 52.236-13 Accident Prevention (NOV 1991) 52.236-17 Layout of Work (APR 1984) 52.236-21 Specifications and Drawings for Construction (FEB 1997) 52.242-5 Payments to Small Business Subcontractors (JAN 2017) 52.242-13 Bankruptcy (JUL 1995) 52.243-4 Changes (JUN 2007) 52.244-6 Subcontracts for Commercial Products and Commercial Services (JUN 2023) 52.245-1 Government Property (SEP 2021) - Alt 1 (APR 2012) 52.245-9 Use and Charges (APR 2012) 52.246-21 Warranty of Construction (MAR 1994) 52.248-3 Value Engineering – Construction (OCT 2020) 52.249-2 Termination for Convenience of the Government (Fixed-Price) (APR 2012)

Alternate I (SEP 1996) 52.249-10 Default (Fixed-Price Construction) (APR 1984)

Alternate I (APR 1984) 52.253-1 Computer Generated Forms (JAN 1991) 452.232-70 Reimbursement for Bond Premiums – Fixed-Price Construction Contracts (NOV

1996) 452.236-70 Additive or Deductive Items (FEB 1988) 452.236-71 Prohibition Against the Use of Lead-Based Paint (NOV 1996) 452.236-72 Use of Premises (NOV 1996) 452.236-73 Archaeological or Historic Sites (FEB 1988) 452.236-74 Control of Erosion, Sedimentation, and Pollution (NOV 1996) 452.236-76 Samples and Certificates (FEB 1988) 452.236-77 Emergency Response (NOV 1996)

52.204-27 Prohibition on a ByteDance Covered Application (JUN 2023)

(a) Definitions. As used in this clause—

Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited, or an entity owned by ByteDance Limited.

Information technology, as defined in 40 U.S.C. 11101(6)—

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L.

117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, “No TikTok on Government Devices” Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M-23-13.

(c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services.

52.216-18 Ordering (AUG 2020)

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

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

(c) A delivery order or task order is considered “issued” when—

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

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

(3) If sent electronically, the Government either:

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

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

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

52.216-19 Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $250,000.

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

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within two (2) days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 Indefinite Quantity (Oct 1995)

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

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

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

https://www.acquisition.gov/far/current/html/52_216.html#wp1115057 https://www.acquisition.gov/far/current/html/52_216.html#wp1115057

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract after one year beyond the ordering period or as agreed to within the task order.

52.216-32 Task-Order and Delivery-Order Ombudsman (SEP 2019)

(a) In accordance with 41 U.S.C. 4106(g), the Agency has designated the following task-order and delivery-order Ombudsman for this contract. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract.

Alfort Belin Chief, Procurement Policy Branch 707-562-9107 Alfort.belin@usda.gov

(b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).

(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

52.217-7 Option for Increased quantity – Separately Priced Line Item (MAR 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within specified within each task order, as applicable.

52.219-13 Notice of Set Aside of Orders (MAR 2020)

(a) The Contracting Officer may set aside orders for the small business concerns identified in 19.000(a)(3).

(b) The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business concerns identified in 19.000(a)(3) and the applicable small business program.

This notice, and its restrictions, will apply only to the specific orders that have been set aside for any of the small business concerns identified in 19.000(a)(3).

52.225-9 Buy American Act-Construction Materials (OCT 2022)

(a) Definitions. As used in this clause— Commercially available off-the-shelf (COTS) item—

(1) Means any item of supply (including construction material) that is–

(i) A commercial product (as defined in paragraph (1) of the definition of “commercial product” at Federal Acquisition Regulation (FAR) 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and https://www.acquisition.gov/content/part-19-small-business-programs#i1101771 https://www.acquisition.gov/content/part-19-small-business-programs#i1101771 https://www.acquisition.gov/content/part-19-small-business-programs#i1101771 https://www.acquisition.gov/far/part-2#FAR_2_101

(iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

"Construction material" means an article, material, or supply brought to the construction site by the Contractor or a subcontractor for incorporation into the building or work. The term also includes an item brought to the site preassembled from articles, materials, or supplies. However, emergency life safety systems, such as emergency lighting, fire alarm, and audio evacuation systems, that are discrete systems incorporated into a public building or work and that are produced as complete systems, are evaluated as a single and distinct construction material regardless of when or how the individual parts or components of those systems are delivered to the construction site. Materials purchased directly by the Government are supplies, not construction material.

Cost of components means—

(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the construction material (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or

(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the construction material.

Critical component means a component that is mined, produced, or manufactured in the United States and deemed critical to the U.S. supply chain. The list of critical components is at FAR 25.105.

Critical item means a domestic construction material or domestic end product that is deemed critical to U.S. supply chain resiliency. The list of critical items is at FAR 25.105.

Domestic construction material means—

(1) For construction material that does not consist wholly or predominantly of iron or steel or a combination of both-

(i) An unmanufactured construction material mined or produced in the United States; or

(ii) A construction material manufactured in the United States, if–

(A)The cost of its components…