SF30 70RFPW23RW8000001 AM 1 ver 5.pdf

(x)

70RFPW23RW8000001

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1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

Auburn WA 98001 Attn: Thomas Westlake

OPO/FPS/WEST CCG/R8F

400 15th Street SW Ofc of Procurement Operations - FPS U.S. Dept. of Homeland Security DHS/FPS/West CCG/Region 8

Auburn WA 98001 400 15th Street SW

70RFPW

Federal Protective Service Acq. Division Office of Procurement Operations U.S. Dept. of Homeland Security

FPS WEST CCG (70RFPW)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

01/05/2023

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Requisition No: 192123R08PSOP0042

CS: Thomas Westlake, 916-8475120, Thomas.Westlake@fps.dhs.gov

CO: Paul Metzger, 253-876-6842, Paul.Metzger@fps.dhs.gov

ARMED PROTECTIVE SECURITY OFFICER (PSO) SERVICES THROUGHOUT MONTANA, NORTH DAKOTA, AND

SOUTH DAKOTA

The purpose of this amendment is to:

1. Provide answers to the questions received in response to the solicitation. Unless otherwise indicated, answers to vendor questions are provided for informational purposes

Continued ...

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

Paul Metzger

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

TEL: EMAIL: (253)876-6842 Paul.Metzger@fps.dhs.gov

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 92CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

70RFPW23RW8000001/0001

only and are not themselves to be construed as changes to the solicitation requirements. See

Enclosure 1.

2. Replace RFP Section 1, Contract Clauses pages for 5-58 in their entirety with Amendment 1, Attachment A Contract Clauses.

3. Replace RFP Section 3, Solicitation

Provisions - FAR Clause 52.212-3 (pages 510-536) in its entirety with Amendment 1, Attachment B

FAR 52.212-3 OFFEROR REPRESENTATIONS AND

CERTIFICATIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (DEC 2022). The remainder of Section 3 remains unchanged.

4. Replace Attachment 9, RFP Pages 494-495 in its entirety with Amendment 1 Attachment 9 -

Proposal Submission Checklist - January 2023

Version

5. The proposal due date of the solicitation remains unchanged and is 2/22/2023 at 0900 a.m.

PDT.

6. All other terms and conditions shall remain the same.

Enclosures:

1. 70RFPW23RW8000001 Amendment 1 Questions and

Answers

2. Amendment 1, Attachment A Contract Clauses

3. Amendment 1, Attachment B FAR 52.212-3

4. Amendment 1, Attachment 9 - Proposal

Submission Checklist - January 2023 Version

Period of Performance: 10/01/2023 to 09/30/2028

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

Sponsored by GSA

FAR (48 CFR) 53.110

Questions and Answers for RFQ#70RFPW23RW8000001.

RFQ Amendment Package posted on 2/10/2023

Date Rec'd Question Answer

1 1/17/2023 How many security professionals will be needed?

Please see Attachment 1 SOW, Post Exhibit 13 page 230 of solicitation. There are 41 posts throughout the area of performance. The number of security professionals used to manage the post is at the contractor's discretion. The vendor's unique proposal and staffing solution shall include pricing for all non‐ productive time within the single hourly rate per Post Exhibit hour.

2 1/17/2023 What are the hours/rotations per post or site location?

Please see Attachment 1 SOW, Post Exhibit 13 page 230 of solicitation.

Anticipated hours are included in the post exhibit; however, any amount/combination of hours up to the maximum ordering quantity may be ordered under the contract.

3 1/17/2023 What is our overall budget given to operate? There is not a pre‐determined budget for the contractor. Fully‐loaded hourly rates are required on the RFP pricing schedule.

4 1/17/2023 What gear is provided?

The RFP requirement is clear on it’s face. Please see Attachment 1 SOW, including Section 13 Government Provided Equipment, beginning on page 131 and exhibit 11 page 206‐209 of solicitation.

5 1/17/2023 What gear is required? I.e.: weapons The RFP requirement is clear on it’s face. Please see Attachment 1 SOW, including Section 14 Contractor Provided Equipment begininning page 136 and exhibit 10 page 193‐205 of solicitation.

6 1/17/2023 Logistics? This includes vehicles, etc. See questions 4 and 5 above. All Government‐provided and contractor‐ provided equipment is specified in the RFP.

7 1/17/2023 Will these locations be static only or will they require the security professional to travel between each state or city location? See response to questions 1 and 2 above.

8 1/17/2023 We also need to know the customer's requirements for the individuals we would be filling the roles with, ie background, certs, licenses, etc.

The RFP requirement is clear on it’s face. SOW Section 16 Exhibits and Attachments list, page 142 of the solicitation identifies all backgrounds, certifications, and licenses required by contractor personnel. Obtaining all required certifications and clearances for all PSO's is the responsisbility of the vendor and is required prior to standing post.

9 1/17/2023

Additionally for the close protection needs, we need more clarification as to if the given "1800 hours" is subject to multiple EP agents or (1) and if these roles require the agents to live in a specific area. In my experience, travel EP agents fly in when details or movement is scheduled with the client; not necessarily needing to be with the client around the clock (aka living in the same radius), unless short notice movements are expected of the role.

The scope of the proposed contract is 'Guard Services' and that the PSOs travel to and from the posts as required by the vendor's schedule to meet the actual Post Exhibit requirements. This is not a requirement for a protective detail, but for Guard Services at Federal buildings

Amendment 1, Enclosure 1 - Questions and Answers - January 2023 Version - PSO Services for Montana, North Dakota, and South Dakota Page 3 of 92

10 1/17/2023 Could you kindly explain the differences in scope between the entries on FPDS for award id # 70RFPW18DW8000002 and this current solicitation (RFP # 70RFPW23RW8000001)?

The current requirement differs from the incumbent requirement. However, the scope for each is 'Guard Services' (NAICS 561612). Please read the solicitation in detail for current requirements.

11 1/17/2023 Can you confirm the number of FTEs listed as 70 (based on the Seniority list) and the total number of on‐ site management staff for the incumbent?

Please see Attachment 1 SOW, Post Exhibit 13 page 230 of solicitation.

The post exhibit identifies the anticipated number of posts and hours to be manned. The seniority list provided is the incumbent contractor’s seniority list that identifies the seniority date of PSOs currently performing on the incumbent contract. This list does not define or otherwise specify the staffing requirements for the instant requirement.

Each offeror must determine the number of FTEs/PSOs required to meet the requirements of the RFP based on their unique management approach.”

12 1/18/2023 Page 75 Contractor Provided Equip. What handgun make, model, caliber, platform and brand is used by the incumbent PSOs

As identified on Exhibit 10 page 195, Incumbent contractor uses a Glock 19

9MM.

13 1/18/2023 Page 4 Pricing Schedule Can the Government provide a historical avearge of TAS and ESS hours ordered over the last five years?

The following historical information is provided for informational purposes and is not a representation of any future requirements:

ESS hours performed:

OY2 ‐ 0 hours OY3 ‐ 0 hours OY4 ‐ 707.5 hours

As specified on p.19 of 538, the Government anticipates that approximately 11% of the maximum hours solicited under this requirement will be for temporary additional services (TAS).

Historical Data differs from the current requirement. TAS and ESS requirements are non‐recurring and generally unknown at this time. The Post Exhibit provides the current known service requirements, but the Government may order up to the maximum quantities specified in the 1449 pricing schedule; see Contract Clauses Section 03. Maximum Quantities on page 14/539 of the solicitation.

14 1/18/2023 Page 115 9.5 Post Tracking System Has PTS been implemented on this contract? If so, are tablets currently being utilized on all posts for this subject requirement?

PTS is not a requirement on the incumbent contract for this requirement.

Please see Attachment 1 SOW, post exhibit 13 page 230 of solicitation for number of tablets and their locations. There are 41 known posts requiring PTS tablets.

15 1/18/2023 Page 89 5.7 Security Clearances Section 5.7.2 appears to indicate an FCL is not required for this subject requirement. Can the Government confirm that is the case?

There is no facility security clearance requirement for the incumbent or proposed contracts.

Amendment 1, Enclosure 1 - Questions and Answers - January 2023 Version - PSO Services for Montana, North Dakota, and South Dakota Page 4 of 92

16 1/20/2023

Considering the economic uncertainty and inflation present in the labor market and material supply chain today there is serious doubt concerning price stability during the extended period of contract performance. The uncertainty is industry‐wide and outside the contractor's control. The solicitation pricing instructions require the contractor to include both labor and associated material and other costs into one firm fixed labor rate, which increases the economic risk to the contractor even further. The market variables for labor and materials are too unstable to permit a reasonable division of risk between the Government and the contractor. Under the current economic circumstances, would the Contracting Officer consider including the clause at FAR 52.216‐4, Economic Price Adjustment‐Labor and Material, or the clause at FAR 52.216‐5, Price Redetermination‐Prospective, or an agency‐prescribed clause as authorized in paragraph (a)(2) of FAR 16.203‐4?

No. The RFP requirements and resulting contract structure/terms remain unchanged.

17 1/20/2023 If the government is unwilling to include FAR 52.216‐4 or ‐5 in the contract, would the Contracting Officer consider separating the direct labor rate from materials and other ODCs and including the materials and other ODCs on a separate cost‐reimbursement CLIN?

No. The RFP requirements and resulting contract structure/terms remain unchanged.

18 1/20/2023 Can the government confirm the last Contract Award amount and/or provide the contract number? Yes, the incumbent contract, 70RFPW18DW8000002, is currently valued at $31,180,129.60 for the base and 4 option years.

19 1/20/2023 Can the Government confirm that this is the same level of effort of the last/current contract?

The level of effort differs from the incumbent contract and is bound/limited by the maximum ordering quantities in the pricing schedule.

20 1/20/2023 Can the Government confirm on average, historically, how much TAS they used annually over the past contract term of five years?

The current requirement differs from the incumbent requirement;

the estimated percentage of TAS hours is specified in the RFP (page # 19). In additon, see question 13 above.

21 1/20/2023 Can the Government confirm if there is a CBA(s) in place for any of the Supervisory positions? If so can we obtain a copy of it?

The Government is not aware of any supervisory CBAs entered into by the incumbent contractor. Please note, the Government considers supervisors to be personnel that perform purely management and/or supervisory job duties and functions not covered by the Service Contract Labor Standards statue.

Accordingly, any supervisory wages or fringe benefits included in a CBA would not be incorporated into the solicitation or resultant contract. Please see the note under 04. Prices, Paragraph B.

Contingency Pricing in Attachment A terms and conditions on page 17 of 92 of this amendment 0001.

Amendment 1, Enclosure 1 - Questions and Answers - January 2023 Version - PSO Services for Montana, North Dakota, and South Dakota Page 5 of 92

RFP 70RFPW23RW8000001, PSO Services for Montana, North Dakota, and South Dakota

Amendment I Attachment A, Contract Clauses

January 2023 Version

CONTRACT CLAUSES

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

(viii) Name, title, and phone number of person to notify in event of defective invoice; and https://www.acquisition.gov/far/52.202-1#FAR_52_202_1

January 2023 Version

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

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

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

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

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

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

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

(i) Payment.-

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

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

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

January 2023 Version

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

January 2023 Version

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2

January 2023 Version

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

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

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

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

January 2023 Version remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C.

4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American;

and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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January 2023 Version

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

January 2023 Version

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

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

(End of clause)

Addendum to FAR 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services

FAR 52.212-4, Paragraph (d) Disputes: Notwithstanding the claim period stated in FAR 52.233-1, Disputes, and pursuant to FAR 33.206, Initiation of a Claim, the Contractor agrees to submit any claim related to this contract [or “order”] within 12 months after accrual of the claim.

January 2023 Version

01. DESCRIPTION OF SERVICES

The Contractor shall furnish professional security services, defined in the statement of work and contract exhibits, as Protective Security Officer (PSO) and related services, at federally owned, leased or occupied facilities protected by the Federal Protective Service at various locations primarily located in but not limited to Montana, North Dakota, and South Dakota. In furnishing these services, the Contractor shall provide all necessary management, supervision, personnel, materials, supplies and equipment except as otherwise indicated, and shall plan, schedule, coordinate and ensure effective performance of, and conformance to, all aspects of the statement of work contained herein.

02. CONTRACT TYPE

Services shall be furnished via an IDIQ contract with fixed price provisions. Resultant task orders under this contract will be issued on a firm fixed price basis specifying the number of post hours required to be performed.

In accordance with FAR 16.504(a)(4)(vi), the CO may issue oral orders under the resultant contract in the form of an email authorization provided that the email authorization is confirmed in writing via issuance of a task order or modification on a SF 1449 / SF 30 at a later date.

03. MAXIMUM QUANTITIES

The contract maximum is considered to be the total estimated price, inclusive of all optional ordering periods.

The Schedule of Supplies/Services and Prices (i.e. the Schedule) on the SF1449 sets forth the maximum quantity of hours that the Government may order per each stated ordering period. The maximum quantities set forth in the SF1449 Schedule are based upon the current, known service requirements with adjustments to provide for maximum ordering flexibility. The current, known service requirements are provided for informational purposes only. The Government reserves the right to order up to the maximum quantities set forth in the SF1449 Schedule, to include, if the need arises, the addition of new posts/buildings/locations and/or expansion of duty hours at existing posts.

Each task order issued under this contract will be issued for the actual known service requirements at that time, will be accompanied by a Post Coverage Exhibit and will set forth a total estimated price within the task order schedule. Contractors will be paid only for services ordered and performed at the established hourly rates as contained in the task orders. The Government has the unilateral right to add, decrease, cancel, or modify services stated in each task order as long as the change is within the scope of the contract. The price of the task order will be adjusted to reflect the work to be added or deleted at the established unit prices (i.e., January 2023 Version number of units deleted multiplied by unit price/ number of hours added multiplied by unit price). The Contractor will not be entitled to additional costs associated with such a change.

The cumulative total of all orders issued under the contract shall not exceed the contract maximum price and/or maximum quantities unless and until the Contracting Officer notifies the contractor in writing that the contract maximum price has been increased and specifies in the notice a revised maximum price that shall constitute the maximum price for performance under this contract.

04. PRICES

A. Department of Labor (DOL) prevailing or Collective Bargaining Agreement (CBA) Wage Determinations (WD)

1. The minimum wage rates and fringe benefits applicable to the contract are outlined in the Department of Labor (DOL) prevailing and/or Collective Bargaining Agreement (CBA) wage determinations incorporated into the contract.

2. The applicable job classification under a DOL prevailing wage determination is Guard II. In the case of a CBA wage determination, the applicable job classification may be specified under a different title. In either case, the applicable job classification reflects the minimum wage rates and fringe benefits that the Contractor must pay to all employees covered by the Service Contract Labor Standards statute working under the contract.

3. The attached Collective Bargaining Agreement (CBA) wage determination is herewith incorporated into the contract and only those costs recognized as allowable wages or fringe benefits under the terms of the Service Contract Labor Standards statute as incorporated into the contract under FAR Clause 52.222-43, will be subject to adjustment when applicable. Incorporation of the CBA WD does not authorize price adjustment of all economic terms established in the CBA and is limited only to allowable wages and fringe benefits under the Service Contract Labor Standards statute.

B. Contingency Pricing

1. Contractors shall not include contingency allowances to cover increased costs for which adjustments are provided under Federal Acquisition Regulation (FAR) Clause 52.222-43 – Fair Labor Standards Act and Service Contract Labor Standards – Price Adjustments (Multiple Year and Option Contracts)(August 2018).

2. For cost/price factors that are subject to variation, but are not subject to adjustment under the provisions above, Contractors may factor in contingency allowances.

January 2023 Version

Note: Subparagraph 1.1.4 of the SOW states that the Contractor is to provide management and supervision of the Guard II labor force. The Agency considers the Supervisors described in section 1.1.4 to be personnel that perform purely management and/or supervisory job duties and functions not covered by the Service Contract Labor Standards statute. Accordingly, the type of work contemplated to be performed by these Supervisors would not be covered by the Service Contract Labor Standards statute. Therefore, Supervisors are not covered under the Service Contract Labor Standards Statute and increases to Supervisor wages and fringe benefits are not subject to contract price adjustment under FAR 52.222-43. Incorporating supervisory positions into a CBA does not make them covered under the Service Contract Labor Standards statute.

Therefore, the Agency will not provide an adjustment for increases in Supervisor wages and/or fringe benefits, even when such an adjustment is stated in a CBA. Because FAR 52.222-43 does not provide an adjustment for increases in Supervisor wages and/or fringe benefits, offerors are permitted to include escalation in their pricing to account for any anticipated increases in these costs. Offerors are cautioned that if they believe a proposed employee will be performing work such that the employee would be covered by the Service Contract Labor Standards statute, offerors may not include such an employee in their Supervisor count under the management approach section of their technical proposals or Attachment 8, Field Level Supervision Exhibit, of this solicitation. These sections of the solicitation are reserved for identifying Supervisor employees performing management/supervisory work that are not covered by the Service Contract Labor Standards statute. To the extent that an offeror proposes Supervisor employees in response to the management approach section or Attachment 8 of this solicitation and any of those employees perform Service Contract Labor Standards statute type covered work as opposed to the proposed management/supervisory work such that the employee could be considered a Service Contract Labor Standard statute covered employee, the Agency will consider this a breach of contract and no adjustment will be provided for increased costs for such employees under FAR 52.222-43 or any other contract provision or principle.

The applicable job classification under a DOL prevailing wage determination is Guard II.

In the case of a wage determination based on a predecessor CBA, the applicable job classification may be specified under a different title. If a CBA contains multiple rates for the armed PSO/ guard position, the applicable rate shall be the lowest wage and fringe benefit rates (when combined) identified in the CBA for any armed PSO/ guard position (hereafter referred to as “standard Armed PSO rates”). This rate shall be the minimum wage and fringe benefit rates required to be paid to all armed PSO performing under the contract. Under this contract, FPS is purchasing the services of standard Guard II Armed PSO associated with the standard PSO rates (hereafter referred to as “Standard Armed PSO”). FPS is not purchasing the services of any other type of non-supervisory PSO/guard such as Lead PSO, Lieutenant, Sergeant, Captain, or as identified by any other nomenclature (e.g., Armed PSO levels, numbers, etc.) and tied to higher wage and fringe benefit rates (when combined) in the CBA. Use of such positions in performance of this contract is not consistent with the terms and conditions of this contract. Because

January 2023 Version

FPS is not purchasing services for any position, other than the standard armed PSO position, and use of any other non-supervisory PSO position in performance of this contract is inconsistent with the terms and conditions of the contract, the contractor will not be eligible for any price adjustment predicated on the wages and/or fringe benefit rates for these positions increasing. Such positions will not be permitted to fulfill the direct requirements identified by the post exhibit and will not be billable to the Government. Further, the work to be performed at each post involves similar effort, responsibilities, and duties, all falling within the scope of the standard armed PSO position. FPS is not purchasing any services outside the scope of Standard Armed PSO services at any location or post. Therefore, post specific wage and fringe benefit rates identified in a CBA based wage determination represent compensation for a level of service outside the scope of what FPS is purchasing under this contract. Therefore, post specific premiums will not create a right to a price adjustment.

NOTE: Nothing in this section prevents the contractor from paying standard armed PSOs more than the Standard Armed PSO rate. However, because the government is purchasing only Standard Armed PSO services no other rates will be incorporated into the contract as required minimum wages or fringe benefits. Therefore, no other rates will give rise to a price adjustment.

Notwithstanding the foregoing, this contract will be for Standard Armed PSO services at more than one geographic location. The geographic locations coved by this contract are

Geographic Area Applicable Wage Determination Montana Local 227 CBA-2022-425 Montana Local 239 CBA-2022-426 North and South Dakota Local 335 CBA-2022-427

The applicable Standard Armed PSO rates for each geographic area identified in the table above shall be the lowest wage and fringe benefit rates (when combined) identified for the armed PSO position in the corresponding wage determination as identified above.

(End Add-In)

C. Service Contract Act (SCA) Base Year Wage Adjustments

1. FAR 22.1012 specifies the applicability of revised wage determinations to solicitations, contracts, and modification. If the Government incorporates a new wage determination(s) into the solicitation/contract that is applicable to the base year services after the date stated in the solicitation for submittal of proposals, the awardee/contractor is permitted to submit a request for a price adjustment to reflect increases to the minimum wages or benefits for SCA covered employees caused by the incorporation of the new

January 2023 Version wage determination. The price adjustment will be calculated in accordance with the same criteria prescribed in FAR 52.222-43, except as noted in section 2 of this clause.

Accordingly, any adjustment is limited to:

a) the contractor’s actual increase or decrease in applicable wages and fringe benefits, as described in FAR 52.222-43(d) to the extent that the increase is made to comply with the revised wage determination;

b) and accompanying increases or decreases in social security, unemployment taxes, and worker’s compensation insurance to the extent those accompanying increases were caused by the incorporation of the revised wage determination (i.e., costs not caused by incorporation of the revised wage determination, including, but not limited to, changes in state or local laws, changes in tax rates or basis, etc., will not be considered).

Adjustments shall not include any amount for general and administrative costs, overhead, profit, or any other costs not specifically allowed by FAR 52.222-43.

The Government is entitled to an adjustment reflecting any decreases to minimum wages or benefits, as well as accompanying decreases described in paragraph 1.b of this clause, implemented by the awardee/contractor based on the revised wage determination(s).

2. Basis of Calculation

a) The adjustment will be calculated using the difference between the new wage and fringe benefit rates contained in the revised wage determination and the higher of the following:

1) The wage and fringe benefit rates identified in Attachment 6 of the awardee’s successful proposal; or

2) The wage and fringe benefit rates contained in the wage determination incorporated into the solicitation at the time the solicitation closed.

b) For purposes of calculating the impact of the new wage determination on SCA covered fringe benefits described in section 1.a (e.g., vacation leave, holiday leave, sick leave, paid breaks, etc.) and non-post hours (e.g., training), the adjustment shall be based on the pricing assumptions made in the contractor’s successful proposal regarding these cost elements. This includes the number of hours the contractor used for each cost element in its unit price build-up (e.g., the increase in wage and fringe rates will be applied to the hours identified in the successful offeror’s proposal).

January 2023 Version

3. Offerors will not be compensated for any costs associated with the incorporation of a new wage determination beyond those described in this clause. It is the responsibility of the offeror to assess the risk that a revised wage determination applicable to the base year may be incorporated into the contract after the deadline for submitting offers. Because offerors will not receive an adjustment for costs beyond those identified in this clause, offerors may include in their proposals any escalation deemed appropriate for costs not subject to adjustment under this clause they believe they may incur if such a contingency were to occur.

D. Post Tracking System (PTS)

1. The PTS equipment quantities set forth in Exhibit 10 (Contractor Provided Equipment) is based upon the current, known service requirements. The current, known service requirements are provided for informational purposes only. The Government reserves the right to order up to the maximum quantities (hours) set forth in the SF1449 Schedule, to include, if the need arises, the addition of new posts/buildings/locations and/or expansion of duty hours at existing posts which may require additional PTS devices. Contractor’s price shall be inclusive of all the costs associated with providing the devices and services necessary to support the additional posts up to the maximum quantity set forth in the SF1449 Schedule.

E. Definitions

1. PSO Services – PSO services required under the solicitation/contract can be defined into two categories as detailed below. A single hourly unit price shall be included for PSO Services in accordance with the SF1449 CLIN schedule identified in the solicitation/contract.

a. Basic Services – Basic services are the permanent ongoing services specifically included in the task order(s) at time of award, services that are pre-scheduled at the direction of the CO/Contracting Officer’s Representative (COR) with monthly fluctuating schedules (ex. Office of Disability Adjudication and Review (ODAR) or any other services added through modification up to any established maximums identified in the contract. The Government shall order these services using the Basic Services Rates specified in the Schedule of Supplies/Services and Prices.

The Government anticipates that approximately 89% of the maximum hours solicited under this requirement will be for basic services.

b. Temporary Additional Services - During the term of the contract, the Government may have requirements for temporary additional services (TAS) beyond the basic services requirements. TAS are the short term, non-recurring needs for service such as an increase in hours to an existing

January 2023 Version or subsequently added post to include the weekend where a public demonstration is taking place over the weekend, addition of posts to provide for increased security for special events or high profile visitors to the building, extension of existing post hours in a building to cover seasonal fluctuations (such as at an IRS building during tax season), etc.

Should a continuing need for additional service arise, a contract modification will be issued by the Government to provide for those services as permanent post locations. Due to the nature of TAS the Contractor may be required to perform these services with little advance notice. The Government anticipates that approximately 11% of the maximum hours solicited under this requirement will be for temporary additional services.

Note: In the event anyone other than the Contracting Officer or FPS COR contacts the Contractor to request TAS under this contract, the Contractor shall not proceed with the request but shall notify the FPS COR and Contracting Officer immediately. Contractors who perform services without proper authorization from the Contracting Officer or FPS COR shall not be reimbursed for such services.

2. Emergency Security Services (ESS) - The Contractor shall furnish fully qualified PSOs, management, supervision, equipment, supplies and any other cost for sustained emergency surge security force services. Deployments may be too large and small-scale events such as natural disasters, civil disturbances, or other unanticipated events on an as-needed basis. The requirements under the “ESS” Contract Line Item Number (CLIN) shall be ordered for anywhere in the geographic area covered under this contract with little, if any, advance notice.