Solicitation 12-3198-25-R-0010.pdf

Solicitation Number: 12-3198-25-R-0010 FNS Storage & Distribution Services

This is a combined synopsis/solicitation for commercial services prepared in accordance with the format in FAR 12.3 as supplemented with additional information included in this notice. The incorporated provisions and clauses are those in effect through Federal Acquisition Circular

(FAC) 2025-02.

THIS ANNOUNCEMENT CONSTITUTES THE ONLY SOLICITATION AND A SEPARATE

SOLICITATION WILL NOT BE ISSUED. The solicitation number for this acquisition is 12- 3198-25-R-0010 and is being issued as a Request for Proposals (RFP). The NAICS Code for this solicitation is 493100 - Warehousing and Storage. The Small Business Size Standard is $34.0M.

The requirement will be awarded as an Indefinite Delivery/Indefinite Quantity (IDIQ) Contract Type with Hybrid Task Order Contract Types to include the following: firm-fixed price (FFP), time and materials (T&M), and/or Labor Hour (LH). This requirement will be an Unrestricted Set-aside (Full and Open competition). Prospective Offerors are responsible for downloading the solicitation and any amendments from SAM.gov. The Government reserves the right to award a contract(s) without discussions if the Contracting Officer determines that the initial offer is providing the best value to the Government and discussions are not necessary.

PART A - Continuation of SF-1449

A1. Brief Description of Services

The United States Department of Agriculture (USDA), Food and Nutrition Service (FNS) has a requirement for storage and distribution Third-Party Logistics (3PL) solution services for the transportation, receipt, storage, and distribution of multi-temperature food products purchased by USDA in accordance with the Performance Work Statement (PWS) in Part D. The Contractor shall consider all requirements in performing the work described in the PWS, Part D.

FNS intends to enter into up to two (2) IDIQ task order contract(s) to obtain storage and distribution third party logistic (3PL) solution services. The IDIQ(s) will consist of hybrid Task Order (TOs). The IDIQ contract(s) shall have a one (1)-year Base Period and four one (1)-year Option Periods.

As the need for services covered by the contract arises, the Government will issue individual TOs to the Offeror(s) with all the necessary documentation of project requirements, under cover of a written request for proposals to perform the required Zoned Area Services.

A2. NAICS Code and Size Standard

a. The North American Industry Classification System (NAICS) code for this acquisition is

493100: Warehousing and Storage

b. The small business size standard is $34 million

A3. Maximum Total Contract Amount

The Government guarantees issuance of the first awarded TOs as the minimum order for the life of the contract. The total cumulative amount payable under the contract will not exceed $250,000,000.00 (Contract Schedule Modification Effected by Option Exercise) for services and materials furnished to the Government under such Task Orders as may be issued by the Government. This is the maximum ceiling amount allowed under the contract, and it is not intended to imply that it is an estimate of the total services that will be required.

This is an IDIQ contract, and the combined quantities and lot amounts listed in the Pricing Schedule of Items indicate the most that FNS reasonably expects to use under the contract, with the sum of the amounts used to determine the Not-to-Exceed (NTE) amount of the awarded contract. Due to the uncertainty inherent in an IDIQ contract, the estimated quantity and lot amounts are set higher than FNS expects to use and, although FNS may exceed the amount indicated for individual line items, FNS will not exceed the NTE awarded amount.

A.4 Accounting and Appropriation Data

Funding is to be provided for the Guaranteed Minimum for FY25 CSFP in the amount of $250,000.

Funding is to be provided for the Guaranteed Minimum for FY25 FDIPR in the amount of $250,000.

Total Funding to be made available for the Guaranteed Minimum is $500,000.

A5. Pricing Schedule and CLIN Structure

Contract Line Item (CLIN) pricing schedule for the Base Period and all Option Periods is in Attachment J- Pricing Schedule. The prices listed in the pricing schedule are completed as part of an Offeror’s price proposal and used to evaluate an Offeror’s proposal as stated in Section E of the solicitation.

A.6 Payment of Postage and Fees

All postage and fees related to distribution of deliverables including forms, reports, etc., shall be paid by the Contractor.

PART B – The Schedule

B.1 FAR 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023) and Alternate I (Nov 2021)

B.2 Period of Performance

The Base Period of Performance of the contract shall begin on September 15, 2025, and shall not extend beyond September 14, 2026, plus four (1) year Option Periods, which may be exercised at the Government’s discretion.

Option Periods Option Period Dates Option Period 1 September 15, 2026 to September 14, 2027 Option Period 2 September 15, 2027 to September 14, 2028 Option Period 3 September 15, 2028 to September 14, 2029 Option Period 4 September 15, 2029 to September 14, 2030

B.3 Place of Performance

The services to be performed under the contract shall be accomplished at the Contractor's facilities and may extend to recipient ‘drop-off’ locations and points in transit with the noted exceptions of the Post-Award Conference/Kick-Off Meeting, and any exceptions as specified in the contract requirements or as requested by the Contracting Officer (CO).

B.4 Post-Award Conference

A Post-award Conference/Kick-off Meeting will be held with the successful Awardee(s). The conference will be scheduled within five (5) days after the official award of the contract. The successful Awardee(s) will be notified of the date and time that will be mutually agreed upon.

The purpose of the conference is to acquaint the Contractor with the Government policies and procedures to be observed during the work and to develop a mutual understanding relative to the administration of the contract. The Post-award Conference travel costs will not be subject to reimbursement.

To ensure a smooth and orderly start-up of the contract, it is essential that Key Personnel specified in the Contractor's award be available to attend the Post-award Conference.

B.5 Travel

Travel is expected to be minimal under the contract, with the exception of attendance at the Post Award Conference in the Washington, DC area (which the Contractor’s cost to attend will not be reimbursed by the Government).

The Government will not pay for travel unless specifically authorized in the TO or the contract requirements. Reimbursement shall not exceed the rates and expenses allowed by the Federal Travel Regulation (FTR) which is available at http://www.gsa.gov/ftr. The Contractor will be reimbursed by the Government for actual travel which includes transportation, lodging, meals (per diem expenses) that are incurred by Contractor personnel specifically authorized to travel for contract purposes by the CO. Reimbursement shall not exceed the rates and expenses allowed by Government travel regulations to a Government employee traveling under identical circumstances and will not exceed maximum limits authorized in the TO. Travel and per diem payments are intended as reimbursement to the Contractor employees and are not subject to profit, deduction, or set-aside by the Contractor.

http://www.gsa.gov/ftr

B.6 Federal Holidays

A. The Government hereby provides “NOTICE”, and the Contractor hereby acknowledges “RECEIPT” that Government personnel observe the listed days as holidays:

(1) New Year's Day (7) Labor Day

(2) Birthday of Martin Luther King, Jr. (8) Columbus Day

(3) Washington’s Birthday (9) Veterans Day

(4) Memorial Day (10) Thanksgiving Day

(5) Juneteenth National Independence Day (11) Christmas Day

(6) Independence Day

B. In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

(3) Any other day designated by the President’s Proclamation

C. When any such day falls on a Saturday, the following Monday is observed. Except for designated around-the-clock or emergency operations, Contractor personnel will not be able to perform on-site under the contract on holidays set forth above. The Contractor will not charge any holiday as direct charge to the contract. In the event Contractor personnel work during a holiday observed by the Contractor other than those above, no form of holiday or other premium compensation will be reimbursed as either a direct or indirect cost. The provision does not preclude reimbursement for authorized overtime work if applicable to the contract.

D. The Government reserves the right to close the facilities due to weather conditions, safety, health, or medical emergencies as necessary. The Contractor personnel may be required to remain on duty to maintain the facility in the event of adverse weather conditions or emergencies. During these times, the Contractor program manager, or designee, must be available (on-site or by cell phone and email) to address FNS operational shutdowns or emergencies. Contractor personnel should refer to the Contracting Officer Representative (COR) for early dismissal and closure procedures.

E. It is understood and agreed between the Government and the Contractor that observance of such days by Government personnel shall not otherwise be a reason for an additional period of performance, or entitlement of compensation except as set forth within the contract.

F. Nothing in the clause abrogates the rights and responsibilities of the parties relating to stop work provisions as cited in other sections of the contract.

G. The Contractor shall perform work in a manner that does not interfere with normal occurrence of Government business.

B.7 Contract Administration

Contracting Officer (CO) The Contracting Officer is the only person with authority to act as agent of the Government under the contract. Only the Contracting Officer has authority to:

i) direct or negotiate any changes in a Task Order or contract;

ii) issuing, modifying, or terminating any terms of the contract or any issued TO;

iii) change the delivery schedule;

iv) appointing any Contracting Officer Representative (COR) in writing for the contract or any issued TO;

v) authorize reimbursement to the Contractor any costs incurred during the performance of the contract;

vi) executing final compliance and closeout for the contract or any issued TO;

vii) receiving and providing final approval for processing payments under any TO;

viii) authorize reimbursement to the Contractor any costs incurred during the performance of the contract; or

ix) otherwise change any terms and conditions of the contract.

Contracting Officer (CO):

Monifa Coleman Branch Chief/Contracting Officer

Email: Monifa.Coleman@usda.gov

Contract Specialist (CS):

Tracy-Ann Thomas-Arthur

Contract Specialist/Contracting Officer Email: Tracy-Ann.Thomas-Arthur@usda.gov

All requests for information on matters related to the contract, shall be submitted in writing via email to the CO/CS.

Contracting Officer Representative (COR) The COR will represent the Government for the purpose of the contract: (To Be Identified Upon Contract Award). The COR is responsible for:

i) monitoring the Contractor's technical progress, including the surveillance and assessment of performance and recommending to the CO changes in requirements;

ii) interpreting the PWS and any other technical performance requirements;

iii) performing technical evaluation as required;

iv) performing technical inspections and acceptances required by the contract; and

v) assisting in the resolution of technical problems encountered during performance.

Performance of the work under the contract shall be subject to the technical direction of the COR identified in the contract, or a representative designated in writing. All questions regarding mailto:Monifa.Coleman@usda.gov mailto:Tracy-Ann.Thomas-Arthur@usda.gov changes to the scope of work shall be directed to the CO or CS. The term "technical direction" includes, without limitation, direction to the Contractor that directs or redirects the labor effort and shifts the work between work areas or locations to ensure that tasks outlined in the work statement are accomplished satisfactorily. Technical direction must be within the scope of the specifications PWS.

The COR does not have the authority to issue any technical direction that:

i) Constitutes a change of assignment of additional work outside the PWS;

ii) Constitutes a change as defined in the contract clause entitled "Changes”;

iii) In any manner causes an increase or decrease in the total contract price, or the time required for contract performance;

iv) Changes any of the terms, conditions, or specification(s)/work statement of the contract.

v) Interferes with the Contractor’s right to perform under the terms and conditions of the contract; or

vi) Directs, supervises or otherwise controls the actions of the Contractor’s

Employees.

Technical directions may be communicated orally or in writing. The COR shall confirm oral direction in writing within two (2) workdays, with a copy to the CO/CS.

The Contractor shall proceed promptly with the performance resulting from the technical directions issued by the COR. If, in the opinion of the Contractor, any direction of the COR, or his/her designee, falls within the limitations in the above terms, the Contractor shall immediately notify the CO/CS no later than the beginning of the next Government workday.

Failure of the Contractor and the CO to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes."

The type of actions within the purview of the COR’s authority is to assure that the Contractor performs the technical requirements of the contract, and to notify both the Contractor and the CO/CS of any deficiencies observed.

B.8 Task Order (TO) Process and Procedures

Ordering services under the contract shall be accomplished by the issuance of written TOs specifying the types of services being ordered. The only office authorized to process TOs is the Contracts Management Division (CMD) of the FNS, through the CO. All TOs issued hereunder are subject to the terms and conditions of the contract. The contract shall control in the event of conflict with any TO. All work, under the IDIQ portion of the contract, shall be initiated by the issuance of fully executed TOs issued by the CO, except where an emergency, disaster-relief, or contingency operations have occurred and a verbal notice from the Government is determined acceptable. The work to be performed under these orders must be within the scope of the contract. The Government is only liable for labor hours and costs expended under the terms and conditions of the contract, to the extent that a fully executed TO has been issued and covers the required work and costs. Charges for any work not authorized shall be disallowed.

The general process for individual TOs is as follows:

a) The FNS will prepare a TO PWS. The PWS will include, at a minimum, the following elements:

i. Description of work in terms of the purpose or objectives of the work and location to be performed;

ii. Description of how the work performance is assessed relative to objectives, goals, and outcomes;

iii. Period and place of performance;

iv. Reporting requirements and deliverables;

v. Whether the order will be fixed price, labor hour, time and material or a hybrid type TO.

b) Request for Task Order Proposals (RFTOPs) shall only be issued by the CO.

For each TO under the contract, the Contracting Office will send a request for proposal to the Contractor. The request will contain a detailed description of the tasks to be accomplished, a schedule for completion of the TO, and deliverables to be provided by the Contractor. The Contractor shall prepare and submit a TO proposal addressing all areas of the requirement.

The Contractor shall submit the TO proposal within the time specified in the RFTOP and adhere to the ceiling rates established in the contract. Other direct costs shall be clearly identified, explained, and substantiated. Travel rates/expenses will be limited to those costs authorized by the FTR in effect at the time of TO negotiations. Trips more than the approved number set forth in each TO will be at the Contractor’s expense.

The Contractor shall identify the estimated travel requirements by number, purpose and duration (inclusive of travel days in/out) with the submission of each proposed TO. No separate payment will be made to the Contractor for the cost to prepare, submit and/or negotiate a TO proposal. The Government will evaluate TO proposals as specified in the individual RFTOP on a best value basis.

c) After any necessary negotiations, the Contractor shall submit a final proposal.

d) TOs will be considered fully executed upon signature of the CO. The

Contractor shall begin work on the TO in accordance with the effective date of the order.

e) The Contractor shall notify the CO of any instructions or guidance given that may impact the cost, schedule or deliverables of the TO. A formal modification to the TO must be issued by the CO before any changes can be made.

f) TOs may be placed during the period of performance of the contract. Labor rates applicable to hours expended in performance of an order shall be the contract rates that are in effect at the time the TO is issued.

B.9 Inspection and Acceptance

1) Inspections by the Government: The Government will inspect and make acceptance decisions for all materials, documents, and services provided under the contract, where applicable. The FNS COR is the authorized representative of the CO. The COR will monitor the Contractor’s performance, evaluate the quality of services and perform the final inspection and acceptance of all deliverables, where applicable.

The Government will review and verify all deliverables, invoices, and reports associated with the contract requirements or subsequent TOs issued under the contract, to ensure that the Contractor has fulfilled the requirements/standards, as stated in the contract and any associated TO. All deliverables, invoices, and reports will be inspected for content, completeness, accuracy, and conformance to the requirements (including any applicable standards). All deliverables, invoices, and reports will be accepted, if they are completed in accordance with the contract specifications, schedules, or other acceptance criteria, as outlined in the contract and/or individual TOs. The following review procedures will be as follows:

a. The Government will perform an initial review of the deliverables, invoices, and reports, if problems are encountered during the review; the Contractor must correct them as stated in accordance with the PWS and Attachment W- Reporting Template with References and elsewhere in the contract.

b. If necessary, a meeting and/or telephone conference may be convened to resolve any differences. The Contractor shall make all required changes to achieve an acceptable deliverable (i.e., invoices, reports).

c. When the review of a deliverable, invoice or report results in necessary changes, the Contractor will in accordance with the contract and/or TO schedule, correct the deliverable, invoice or report as indicated by the Government. It will then be the responsibility of the Contractor to properly and consistently incorporate the comments into the final deliverable, invoice and/or report.

d. These procedures shall not be construed to constitute a waiver on the part of the Government of its rights under FAR 52.212-4(m) Termination for Cause nor of any other rights or remedies provided by law or under the contract.

e. The Government has authority to make minor adjustments to contractor's submitted invoices to expedite payment due to current agency procedure.

f. Inventory Audit to occur annually or as requested, physical (on site) inspection of inventory by USDA or a third party; to include but not limited to lots, quantities, best if used by (BIUB) dates and product integrity.

g. Inspection and acceptance will be performed at the Contractor’s warehouse for items entering storage and the recipient’s loading dock for items delivered by the Contractor to recipients.

h. As a condition of acceptance and to minimize administrative operating costs, the Contractor shall upload the following items with the invoice for payment into an electronic shared data folder that is accessible to USDA:

The Contractor shall submit invoices/reports in accordance with Attachment W- Reporting Template with References.

To constitute a proper invoice, the invoice must include the following:

i. Name and address of the Contractor

ii. Invoice date and invoice number

iii. Contract number and task order number

iv. Description, quantity, unit of measure, unit price and extended price of services performed

v. Shipping and payment terms

vi. Name, title, phone number, and mailing address of person to notify in the event of a defective invoice

Each invoice MUST be certified by the Contractor as being true, complete, accurate and due for payment. The following invoice certification statement shall be on each invoice:

Invoice Certification

I certify under penalty of perjury that the foregoing is true and correct. (Title 28 USC § 1746).

I also understand that making or using any materially false, fictitious or fraudulent statement or representation; or making or using any false writing or document knowing the same to contain any materially false, fictitious, or fraudulent statement or entry may subject me to criminal prosecution under Title 18 USC § 1001.

Signature ___________________________________

Executed on ___________________________________ (Authorized Official) (Date)

2) Formal Acceptance by the Government: Formal acceptance of the performance of work is made by the Government’s approving and accepting authority acknowledging such acceptance by a signature approval on the invoicing documents submitted for payment. No payment shall be made under this contract on any services without acceptance being made by the Government.

3) Inspections by the Contractor: The Contractor is responsible for the day-to-day inspection and monitoring of all work performed to ensure compliance with contract requirements. The Contractor shall ensure that the required services outlined in Attachment K-Performance Work Statement (PWS) and elsewhere in the contract, meet the quality standards as outlined. All work performed under the contract shall be of the highest quality, consistent with best industry practices, to assure timely protection of services, optimum agency satisfaction and adequately protect the Government's assets. The results of inspections conducted by the Contractor shall be documented on inspection reports and made available to the CO/CS and COR, as required.

4) Corrective Actions: The Contractor shall correct all deficiencies, as defined in the contract, from the date of the Government's notification. If all deficiencies have not been corrected, the Government may exercise the deduction schedule or terminate the contract in whole, or in part, for cause, in accordance with procedures outlined in FAR 52.212-4(m) Termination for Cause.

5) Unsatisfactory Performance: In the event work is performed by the Contractor unsatisfactorily, the Contractor will be requested to correct the deficiencies, and the Attachment X-Incentives and Penalties will apply.

6) Deductions for Work Not Meeting an Acceptable Quality Level: In any event that the services do not meet the standards of performance of the contract or task order, the Government will initiate deductions for work not performed or performed inaccurately, if applicable. The Deduction Schedule located in Attachment X-Incentives and Penalties will be applicable and in full effect.

B.10 Contractor Performance Evaluation(s)

In accordance with the Federal Acquisition Regulation (FAR) 42.15 Contractor Performance Information, FNS will complete annual and final Contractor Performance Evaluations. Annual evaluations will be prepared to coincide with the anniversary date of the contract. Additional interim performance evaluations may be prepared at the CO’s discretion, as necessary. Final performance evaluations will be completed upon contract expiration.

FNS will utilize the Contractor Performance Assessment Reporting System (CPARS) to execute annual and final Contractor performance evaluations. CPARS is a secure Internet website located at https://www.cpars.gov/cparsweb/home . FNS will register the Contractor in CPARS upon receipt of the name and email address of two (2) individuals who will be responsible for serving as the Contractor’s primary and alternate CPARS contacts. Once FNS registers the Contractor in CPARS, the Contractor will receive an automated CPARS email message which contains User IDs and instructions for creating a password.

Once a performance evaluation is issued, the Contractor’s primary and alternate CPARS contact will receive an email instructing them to logon to CPARS to review the performance evaluation.

The Contractor has 60 days from the date of performance evaluation issuance in which to review the evaluation. If the Contractor agrees with the performance evaluation outcome, the evaluation becomes final. Should the Contractor disagree with the performance evaluation outcome, rebuttal comments must be submitted via the CPARS within 14 days from date the evaluation was issued by FNS. Any disagreement between the CO and the Contractor will be referred to a Contracting Official one level above the CO, whose decision will be final. Contractors may obtain CPARS training material and register for on-line training at https://www.cpars.gov/cparsweb/home. There is no fee for registration or use of the CPARS.

B.11 Contract Closeout

When applicable, it is the intent of the CO to perform contract closeout procedures on the contract as well as TOs that are issued. The Contractor agrees to perform any functions necessary to support the process in a timely manner. Contract closeout will occur, as soon as possible, after completion and acceptance of contract and TO(s) performance.

B.12 Packing, Packaging, and Marking

All items to be delivered to any recipient agency shall be marked, stored, and staged in accordance with the contract requirements and other applicable guidelines along with the use of best commercial practices to meet the shipping requirements of the carrier, and ensure safe delivery .

Obliteration of Markings: The Contractor agrees to take necessary action to prevent the appearance of the following in commercial or other channel: any labels, bags, cans, can lids, cases, or any other type of packaging, either filled or unfilled (hereinafter referred to as "containers and container materials"), bearing markings indicative of USDA programs. The following actions with respect to all inner and outer containers and container materials will constitute compliance with the intent of this clause: (a) complete obliteration of all markings indicative of USDA programs with a permanent opaque paint, or removal of labels which bear such markings, and overlaying or replacing markings so obliterated or removed with commercial labeling; (b) placing a transparent pressure-sensitive sticker on all containers and container materials bearing USDA markings, which shall state in lettering of a prominent size "SALVAGE BY (insert firm's name)" directly on the "NOT TO BE SOLD OR EXCHANGED" legend wherever it appears on the containers and container materials; (c) drawing one or more x's completely through the markings and with a permanent stamp conspicuously placing thereon the following legend: "This container has not been used and shall not be used for shipment of Government commodities."; or (d) any other actions, approved by the Contracting Officer, which accomplish the intent of the foregoing. The appearance in commercial or other channels of containers and container materials bearing markings indicative of USDA programs may cause USDA expense in determining whether commodities have been diverted from authorized use and in answering inquiries.

B.13 Reports and Deliverables

Satisfactory performance of the final contract shall be deemed to occur upon performance of the work described in the Attachment K - Performance Work Statement (PWS) of the contract and upon delivery and acceptance by the Contracting Officer, or the duly authorized representative, of the items in accordance with the stated delivery schedule described in the PWS of the contract.

Reporting Requirements, Data Management, Required Documents and Reports: The Contractor shall prepare and deliver all reports and documents to the CO and COR as specified in the contract. Unless specified otherwise herein, all reports shall be delivered electronically in spreadsheet or database format by email. The Contractor's reports shall be complete, accurate and prepared in a professional manner. Reports delivered by the Contractor(s) shall become a part of the FNS’s official records and subject to review by regulatory authorities and the general public. Unless otherwise specified herein, the format for all reports shall be subject to the approval of the CO and COR.

Ownership and Security of Data and Documents: All FNS and Contractor collected, maintained, and delivered data files, reports, logs or other documents developed relative to contractual operations are the sole property of the FNS and shall not be released or given to other parties in any form without the prior written consent of the CO. The Contractor(s) shall take all measures necessary to secure and safely protect all hardware, software, data and documents from theft, destruction, and unauthorized access. The Contractor shall report any information security or privacy incidents/violations to CO and COR immediately when such incidents/violations occur.

Additionally, to the above reports, the Contractor(s) may be requested by the COR or CO to provide special reports on an as needed basis.

508 Reporting Requirements: All reports required herein shall be submitted in electronic format. All electronic reports submitted shall be compliant with Section 508 of the Rehabilitation Act of 1973

The Contractor’s products and services shall comply with all applicable provisions of the standards issued by the Architectural and Transportation Barriers Compliance Board (Access Board) ( https://www.access-board.gov/ict/) to ensure the accessible use of Federal electronic and information technology.

B.14 Invoice Process

In accordance with FAR 52-212-4(g): The Contractor shall submit an original electronic invoice to the address designated in the contract to receive invoices:

https://portal.wbscm.usda.gov/ . An invoice must include:

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

(A) The Contractor shall include EFT banking information on the invoice only if required https://portal.wbscm.usda.gov/ elsewhere in this contract.

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

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

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

* Any delay due to submission of incorrect invoices by the Contractor shall be cause for adjustment, in accordance with Attachment X – Schedule of Deductions. In no event should charges for more than one Task Order appear on the same invoice. Multiple invoices may be submitted for the same Task Order in cases of any partial acceptance for partial payment of a Task Order. The final invoice under each Task Order shall be identified as such by the Contractor on the face of the final invoice.

B.15 Marking Instructions for Reports

All deliverables required under the contract shall be packaged, marked, and shipped in accordance with Government specifications. At a minimum, all deliverables shall be marked with the Contract Number, Task Order Number and Contractor’s name, unless specified elsewhere in the contract or issued TO. The Contractor shall guarantee that all required materials shall be delivered in immediate usable and acceptable condition

B.16 Terminations

The Government may modify or terminate the contract or any TO upon written notice from the CO. Upon termination, the Contractor shall deliver to the Government all documents, invoices and/or reports, deliverables or commodities provided to the Contractor as of the date of the termination. Reference FAR Clause 52.212-4(l) Termination for the Government’s Convenience and 52.212-4(m) Termination for Cause.

B.17 Special Contract Requirements

1) Safeguarding Information: The Contractor shall protect from unauthorized disclosure of any materials, deliverables, invoice and/or reports, and submittals, etc. or any information made available by the Government or that the Contractor has access to by virtue of the provisions of the contract, that are not intended for public disclosure. It is understood that disclosures of any information relating to the work or services outlined in the contract or TOs will not be provided to any persons not entitled to receive it. Failure to safeguard any information that may come to the Contractor or any person under the Contractor's control in connection with the work under the contract, may subject the Contractor, the Contractor's agents or employees to criminal liabilities as outlined elsewhere in the contract. .

https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

2) News Releases: The Contractor shall NOT release information (e.g., news releases) in connection with the contract unless prior written approval has been received from the CO.

3) Contractor Provision of Staff and Resources: The Contractor shall provide the skilled personnel, warehouse and other facilities, transportation, consumable supplies, materials (other than Government furnished commodities), equipment supervision, management, labor, administrative services and any other items necessary to successfully execute the performance work statement and all other contract requirements. The Contractor shall schedule work hours of all personnel in a manner that will provide maximum compliance with the Government's requirements.

*Scheduled and unscheduled visits by Government personnel will be made at periodic intervals throughout the life of the contract. The Contractor shall furnish any necessary information, as requested, at any time.

4) Employee Standards: The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct and integrity and shall be responsible for taking such disciplinary action with respect to employees as may be necessary.

5) Wage Determination: The Contractor(s) shall be expected to utilize the official wage determination received from the Department of Labor (DOL) for the employees who are covered by the Service Contract Act. See FAR 52.222-41 and FAR 52.222-49. The DOL has established a web site to obtain wage determinations by locality and is available online at:

https://sam.gov/wage-determinations. Upon award of the contract, the CO will request the official wage determinations. The official wage determination will be incorporated into the contract by formal modification. Please submit with the proposal a complete listing of service employees that will be employed under the contract. See FAR 52.222-42, Statement of Equivalent Rates for Federal Employees. A listing of standard occupations in Adobe PDF reader format is available at:

http://www.dol.gov/whd/regs/compliance/wage/SCADirV5/SCADirectVers5.pdf.

6) Supervision of Personnel: The Contractor's personnel are employees of the Contractor and under the administrative control and supervision of the Contractor. The Contractor, through its personnel, shall perform the requirements of the contract and all Task Orders issued. The Contractor shall select, supervise, and exercise control and direction over its employees under the contract. The Contractor shall not supervise, direct or control the activities of Government personnel (FNS), recipient agencies (FDPIR and/or CSFP agencies), other Government personnel, or the employees of other Contractors.

7) No Personal Services: As stated elsewhere, no personal services shall be performed under the contract. The Government will not directly supervise Contractor employees.

8) Government Furnished Property/Material: All Government Furnished Property/Material (USDA- owned commodities) will be in the Contractor's possession from time of receipt until delivery of such commodities to the various recipient agencies. The Contractor shall be responsible for transporting all Government Property/Material (commodities) between the http://www.dol.gov/whd/regs/compliance/wage/SCADirV5/SCADirectVers5.pdf facilities and the recipient agencies. Delivery of all commodities shall be in accordance with the contract requirements. The records of the property/material (commodities) shall be maintained by the Contractor in a real time inventory system supported by invoices and/or reports to be provided to the Government. See Attachment W – Reporting Template with References.

9) Insurance: The Contractor shall provide evidence of the company’s Insurance Coverage.. The Contractor shall comply with all applicable Federal and State Worker's compensation and occupational statutes. Employer's liability coverage of a minimum $100,000 shall be required, except in states with exclusive funding that does not permit worker's compensation to be written by private carriers.

a. The Contractor shall have general liability for bodily injury liability insurance coverage written on the comprehensive form of the policy of a minimum $500,000 per occurrence.

b. The Contractor shall have vehicle liability insurance written on a comprehensive form of the policy. The policy shall provide for bodily injury and property damage liability covering the operation of all vehicles used in connection with performing the contract.

Policies covering vehicles operated in the United States shall provide coverage of a minimum $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

c. The Contractor must provide the Proof of Insurance at the time of award and prior to issuance of any Task Orders.

10) Leased Space: If the Contractor is not currently in control of space requirements identified in the PWS, the Contractor must provide an Executed Agreement regarding leased space at the time of award and maintain such an agreement so long as leased space is used during the life of the contract. (This executed agreement is required pursuant to the “Letter of Commitment” as described in Section E.)

11) Mileage Calculations: Mileage charges should be determined using the Google Maps program. The Contractor shall use practical miles computed by using the zip code to zip code method. If rates are based on distance, the Contractor shall only charge for loaded miles. Dead-head mileage between terminal and load origin or load destination shall be at the Contractor's expense. The Government will verify the practical mileage submitted using the Google Maps program and the zip code of all stops.

12) Privity of Contract: The Contractor is the Prime Contractor for the life of the contract and is responsible for all actions of its subcontractors, teaming arrangement, if any. The Contractor shall provide a single point of contact that will function as a primary interface for all contractual matters arising from the contract.

PART C - Contract Terms and Conditions

C1. FAR Clauses Incorporated by Reference

52.252-2 Clauses Incorporated by Reference (Feb 1998) The contract incorporates clauses by reference, with the same force and effect as if they were given in full text. Upon request, the CO will make the full text available. Also, the full text of a clause may be accessed electronically at the address: www.acquisition.gov .

FAR Clause No.

Title Date

52.202-1 Definitions (Jun 2020) 52.203-3 Gratuities (Apr 1984) 52.203-5 Covenant Against Contingent Fees (May 2014) 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) 52.203-16 Preventing Personal Conflicts of Interest (Jun 2020) 52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011) 52.204-13 System for Award Management Maintenance (Oct 2018) 52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020) 52.204-19 Incorporation by Reference of Representations and Certifications. (Dec 2014) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021) 52.204-24 Representation Regarding Certain Telecommunications and Video

Surveillance Services or Equipment (Nov 2021)

52.204-26 Covered Telecommunications Equipment or Services--Representation (Oct 2020) 52.212-4 Contract Terms and Conditions—Commercial Products and

Commercial Services.

(Nov 2023)

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

(Nov 2021)

52.215-2 Audit and Records – Negotiation (Jun 2020) 52.215-19 Notification of Ownership Changes (Oct 1997) 52.216-4 Economic Price Adjustment – Labor and Material (Jan 2017) 52.222-1 Notice to the Government of Labor Disputes (Feb 1997) 52.222-4 Contract Work Hours and Safety Standards Act – Overtime

Compensation (May 2018)

52.222-49 Service Contract Labor Standards-Place of Performance Unknown (May 2014) 52.222-54 Employment Eligibility Verification (May 2022) 52.223-2 Affirmative Procurement of Biobased Products Under Service and

Construction Contracts (May 2024)

52.224-1 Privacy Act Notification (Apr 1984)

52.224.2 Privacy Act (Apr 1984)

52.226-7 Drug-Free Workplace (May 2024) 52.227-1 Authorization and Consent (Jun 2020) http://www.acquisition.gov/

52.227-14 Rights In Data- General (May 2014) 52.228-5 Insurance-Work on a Government Installation (Jan 1997) 52.229-3 Federal State, and Local Taxes (Feb 2013) 52.232-1 Payments (Apr 1984) 52.232-8 Discounts for Prompt Payment (Feb 2002) 52.232-9 Limitation on Withholding of Payment (Apr 1984) 52.232-11 Extras (Apr 1984) 52.232-18 Availability of Funds (Apr 1984) 52.232-23 Assignment of Claims (May 2014) 52.233-1 Disputes Alt I (Dec 1991) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.237-2 Protection of Government Buildings, Equipment, and Vegetation (Apr 1984) 52.237-3 Continuity of Services (Jan 1991) 52.242-5 Payments to Small Business Subcontractors (Jan 2017) 52.242-13 Bankruptcy (Jul 1995)

52.242-15 Stop-Work Order Alt I (Apr 1984) 52.242-17 Government Delay of Work (Apr 1984) 52.243-1 Changes-Fixed Price (Aug 1987) 52.243-2 Changes-Cost Reimbursement Alt I (Aug 1987) 52.243-3 Changes-Time and Materials or Labor Hours (Sep 2000) 52.244-2 Subcontracts (Jun 2020) 52.244-6 Subcontracts for Commercial Products and Commercial Services (Nov 2024) 52.245-1 Government Property (Sep 2021) 52.245-9 Use and Charges (Apr 2012) 52.246-3 Inspection of Supplies-Cost Reimbursement (May 2001) 52.246-5 Inspection of Services-Cost Reimbursement (Apr 1984) 52.246-6 Inspection-Time-and-Material and Labor-Hour (May 2001) 52.246-14 Inspection of Transportation (Apr 1984) 52.246-25 Limitation of Liability-Services (Feb 1997) 52.247-5 Familiarization with Conditions (Apr 1984) 52.247-6 Financial Statement (Apr 1984) 52.247-12 Supervision, Labor, or Materials (Apr 1984) 52.247-14 Contractor Responsibility for Receipt of Shipment (Apr 1984) 52.247-18 Multiple Shipments (Apr 1984) 52.247-21 Contractor Liability for Personal Injury and/or Property Damage (Apr 1984) 52.247-22 Contractor Liability for Loss of and/or Damage to Freight other than

Household Goods.

(Apr 1984)

52.247-34 F.O.B Destination (Jan 1991) 52.249-4 Termination for Convenience of the Government (Services) (Short

Form) (Apr 1984)

52.249-6 Termination Cost Reimbursement (May 2004) 52.253-1 Computer Generated Forms (Jan 1991)

C2. FAR Clauses Incorporated in Full Text

FAR 52.211-11 Liquidated Damages-Supplies, Services, or Research and Development (Sept 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in the contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of (see Attachment X Schedule of Deductions) per calendar day of delay.

(b) If the Government terminates the contract in whole or in part under the Termination for Cause clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Termination for Cause clause in the contract.

FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Products and Commercial Services (Jan 2025)

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

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115- 91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108- 77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.232-40#FAR_52_232_40 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section3801&num=0&edition=prelim https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 products and commercial services:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) (41 U.S.C. 3509)).

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

_X_ (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C.

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (6) [Reserved].

_X_ (7) 52.204-14, Service Contract Reporting…