FINAL_RFP___70RHAD18R00000003_Biowatch_Laboratory_Staffing_Support_5_18_18.pdf

RFP No. 70RHAD18R00000003

SECTION C – DESCRIPTION/SPECS/WORK STATEMENTS

See Attachment J.1 for the Performance Work Statement (PWS)

(End of Section C)

SECTION D - PACKAGING AND MARKING

D.1 Packing, Packaging, Marking and Storage of Equipment.

All delivered items under this contract shall be preserved, packaged, and packed in accordance with normal commercial practices to meet the packing requirements of the carrier or shipper to ensure safe delivery to destination.

All packing, marking and storage incidental to shipping of equipment to be provided under this contract shall be at the Contractor’s expense. The Contractor shall supervise the packing of all acquired equipment furnished by the Contractor and shall supervise the unpacking of equipment to be installed.

D.2 Markings.

All supplies or equipment, submitted to the Contracting Officer’s Representative (COR), shall be accompanied by a packing list or other suitable shipping document that shall clearly indicate the following:

a) Contract number;

b) Name and address of the consignor;

c) Name and address of the consignee;

d) Government bill of lading number covering the shipment (if any); and

e) Description of the item/material shipped, including item number, quantity, number of containers, and package number (if any).

(End of Section D)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 FAR 52.252-2 Clauses Incorporated by Reference.

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. The full text of a clause may be accessed electronically at this address: http://farsite.hill.af.mil/vffara.htm.

FAR Clause No. Title and Date

52.246-6

Inspection of Services—Time-and-Material and Labor-Hour ( May

2001)

E.2 Acceptance Criteria

The COR shall review all draft and final deliverables to ensure accuracy, functionality, completeness, professional quality, and overall compliance with the guidelines/requirements of the contract. The Contractor shall ensure the accuracy and completeness of all deliverables.

Errors, misleading or unclear statements, incomplete or irrelevant information, and/or excessive rhetoric, repetition, and/or “padding,” shall be considered deficiencies and shall be subject to correction by the Contractor, at no additional cost to the Government. Unless otherwise indicated, the Government shall require ten (10) business days to review and comment on deliverables. If the deliverable does not meet the noted criteria, the Government shall return it for correction.

Final acceptance of all deliverables and or services performed as specified in the SOW will be made in writing, at destination by the COR.

Cost reimbursable items, such as travel and other direct costs (ODCs), will be accepted upon receipt of proper documentation as specified in the contract. To be reimbursed for ODCs, invoices must provide a detailed breakdown of the actual expenditures incurred. The Contractor shall maintain original or legible copies of receipts for all ODCs invoiced. DHS may request evidence of any ODCs for which reimbursements have been requested. To ensure timely reimbursement of ODCs, the Contractor is strongly encouraged to submit charges in accordance with Section G.2.

E.3 Rejection Procedures

If the COR rejects any deliverable, that rejected document shall be handled in the following manner.

http://farsite.hill.af.mil/vffara.htm

After notification that the deliverable did not meet the acceptance criteria, the Contractor shall re-submit an updated/corrected version within five (5) business days after receipt of Government comments.

Upon re-submission by the Contractor, the Government shall reapply the same acceptance criteria. If the deliverable does not meet the acceptance criteria a second time, the Government may consider the Contractor as having deficient performance with respect to the subject task/subtask.

(End of Section E)

RFP No. 70RHAD18R00000003 S

SECTION F - DELIVERIES OR PERFORMANCE

F.1 FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998).

This contract incorporates the following clauses by reference with the same force and effect as if they were given in full text. Upon request, the Contracting Officer (CO) will make their full text available. Also, the full text can be accessed electronically at these Internet addresses:

http://farsite.hill.af.mil/vffara.htm.

FAR Clause No. Title and Date 52.242-15 Stop-Work Order (Aug 1989) and ALT I (Apr 1984)

F.2 Period of Performance

The Period of Performance of this Contract is for one (1) year base period and four (4) one-year option periods.

F.3 Place of Performance.

The place of performance shall be at the contractor’s facilities. The primary place of performance will be a combination of the Contractor’s facilities and the Department of Homeland Security at state or local Public Health Laboratories and Jurisdictions

F.4 Delay Notices to the Government.

In the event the Contractor encounters difficulty in meeting performance requirements, or when the Contractor anticipates difficulty in complying with the contract delivery schedule or completion date, or whenever the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the CO and the COR, in writing, giving pertinent details; this data shall be informational only in character and this provision shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

F.5 Deliverables.

a) All applicable deliverables, their required delivery dates, and destination of delivery will be specified under this contract, or otherwise specified by the COR. See Section 9.0 of the Performance Work Statement (PWS) for all deliverables required under this contract.

b) For purposes of delivery, all deliverables shall be made by close of business (COB) 5:00 P.M.

Eastern at destination on the date due. Each deliverable shall be accompanied by a cover letter from the Contractor on company letterhead. Multiple deliverables may be delivered with a single cover letter describing the contents of the complete package.

RFP No. 70RHAD18R00000003 S

c) All deliverables must be submitted in electronic format and shall be free of any known computer viruses or defects. If a virus or defect is found, the deliverable will not be accepted.

The replacement file shall be provided within two (2) business days after notification of the presence of a virus.

d) In the event the Contractor anticipates difficulty in complying with any deliverable, the Contractor shall provide written notification immediately to the CO and COR or task monitor.

Each notification shall give pertinent details, including the date by which the Contractor expects to make delivery; provided, that this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule, or any rights or remedies provided by law or under this contract.

e) All deliverables must be free of grammatical and spelling errors.

(End of Section F)

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 Government and Contractor Points of Contact.

The following sub-sections describe the roles and responsibilities of those individuals who will be the primary points of contact for the Government on matters regarding contract administration.

a) Government Points of Contact.

Contracting Officer (CO)

The CO, within the DHS Office of Procurement Operations, has the overall responsibility for the administration of this contract. The CO, without right of delegation, is the only authorized individual to take actions on behalf of the Government to modify the contract. The CO may delegate certain specific technical and administrative responsibilities to the COR.

The CO is the only person authorized to approve changes in any of the requirements under this contract. Notwithstanding any clause contained elsewhere in this contract, the said authority remains solely with the CO. In the event the Contractor effects any change at the direction of any person other than the CO, including any change beyond the scope of authority given to the duly authorized Contracting Officer’s Representative (COR) identified in the contract, the change will be considered to have been made without authority and no adjustment will be made in the contract cost to cover any increase in charges incurred as a result thereof. The Contracting Officer has the authority to perform any and all post-award functions in administering and enforcing this contract in accordance with its terms and conditions.

Contracting Officer’s Representative

The CO may designate Government personnel to act as the COR to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The CO will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed.

The designation letter will set forth the authorities and limitations of the COR under the contract.

The CO cannot authorize the COR or any other representative to sign documents, such as contracts, contract modifications, etc., that require the signature of the Contracting Officer.

Contracting Officer (CO):

Name: Tisha Blue Address: Department of Homeland Security

245 Murray Drive, Mailstop 0115 Washington, D.C. 20528

Contract Specialist (CS):

Name: John Nash Address: Department of Homeland Security

245 Murray Drive, Mailstop 0115 Washington, D.C. 20528

Contracting Officer’s Representative (COR):

Name: TBD Address:

G.2 Preparation of Invoices.

a) Invoices shall be submitted on a monthly basis.

b) For work performed under items ending with -001,-002 and -003 invoices shall include backup data including details, such as labor categories, rates and quantities of labor hours per labor category.

c) For work performed under items ending with -004, and -005 invoices shall be submitted in accordance with FAR 52.216-7. Also see Section E.2.

d) Invoices shall be paid in accordance with the Prompt Payment Act, i.e., thirty (30) calendar days following receipt of a proper invoice.

e) Monthly invoices shall include the current and cumulative expenditures to date under the contract.

f) Invoices must be submitted to the following address: Department of Homeland Security, Burlington Finance Center, P.O. Box 1000, Williston, VT 05495-1000 Attn: Countering Weapons of Mass Destruction (CWMD), Office of Health Affairs (OHA) OR submitted via email to InvoiceOHA.Consolidation@ice.dhs.gov. An electronic copy of the invoice shall be submitted to the Contracting Officer, the COR and Contract Specialist. If it is determined that the amount billed is incorrect the invoice may be revised by the Government, or the Contractor may be required to submit a revised invoice.

g) To constitute a proper invoice, each invoice must include the following information and/or documentation:

(i) Name, address and telephone of the Contractor

(ii) Date of invoice and invoice number

(iii) Contract number; also modification number, if applicable.

(iv) Description of the supplies/services rendered, including hours incurred and billing rate

(v) A schedule depicting the following information:

Amt. Invoiced Cumulative Authorized Balance This Period Amt. Invoiced Value of Contract of Contract

(vi) Name of Contracting Officer’s Representative (COR);

mailto:InvoiceOHA.Consolidation@ice.dhs.gov

(vii) Travel and ODCs (legible receipts)

(viii) Signature of authorized representative of the firm with the following invoice certification:

“The undersigned hereby certifies to the best of my knowledge and belief that the sum claimed under this contract is proper and due, and all the costs of performance have been paid, or to the extent allowed under the applicable payment clause, will be paid by the Contractor when due in the ordinary course of business; the work reflected by these costs has been performed, and amounts involved are consistent with the requirements under this contract.”

BY:

TITLE:

DATE:

(End of Section G)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 Government-Furnished or Contractor-Acquired Property.

In the event the Contractor is required to purchase property in the performance of this contract, compliance with the procedures of FAR Part 45 is required. The Government will furnish GFP to the Contractor during the life of the Contract as follows: access to operational laboratories (State/Local Public Health locations) and access to laboratory testing equipment and supplies.

and Compliance with FAR Part 45 is required for this GFP as well.

Contractors will have access to government-furnished information such as BioWatch Portal access, laboratory Protocols, and program guidance. Compliance with FAR Part 7 is required for this GFI.

H.2 Past Performance Evaluation.

a) Past performance information is relevant for source selection purposes; regarding a Contractor’s actions. It includes the Contractor’s record of conforming to contract requirements and to standards of good workmanship; adherence to cost control and contract schedules, including the administrative aspects of performance; the Contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Contractor’s business-like concern for the interests of the customer.

b) At the end of each 12-month cycle of the performance period, the COR will complete a contract evaluation using the Government’s Contract Performance Assessment Reporting System (CPARS), a past performance collection tool that feeds the Government’s central repository for the collection and utilization of past performance information (Past Performance Information Retrieval System at http://www.ppirs.gov). CPARS (www.cpars.gov) is a web-enabled tool for the COR to evaluate the Contractor’s performance and for the CO and Contractor to review, comment on, and approve evaluations. The Contractor will be allowed sixty (60) calendar days to submit comments, rebutting statements, or additional information; however, the report will be published on PPIRS in “pending” status after fifteen (15) days. Comments, if any shall be retained as part of the evaluation record. The completed evaluation shall not be released to other than Government personnel and the Contractor whose performance is being evaluated during the period the information may be used to provide source selection information. Past performance information will not be retained for longer than three (3) years after completion of a contract.

H.3 Interrelationships of Contractors.

The Government has entered into other contractual relationships in order to provide technical support services in the conduct of studies, analyses and engineering activities separate from, but related to, the work to be performed under this contract. Furthermore, the Government may extend these existing relationships or enter into new relationships. The Contractor may be required to coordinate with such other Contractor(s) through the COR or task monitors on http://www.ppirs.gov/ http://www.cpars.gov/ individual tasks providing appropriate, non-conflicting technical interfaces and in avoidance of duplication of effort. By appropriate tasking, such other Contractor(s) may be requested to assist the Government in the technical review of the Contractor’s technical efforts. Information provided by the Contractor in performance of the contract may, at the discretion of the Government, be provided to such other Contractor(s) for the purpose of such review.

DHS Form 11000-6, Non-Disclosure Agreement, shall be signed by all Contractor employees assigned to perform services prior to any work commencing. Signed agreements shall be forwarded to the CO and COR. The Contractor shall restrict access to sensitive, proprietary or source selection information to the minimum number of employees necessary for contract performance.

H.4 Observance of Legal Holidays.

The Government hereby provides notification that Government personnel observe the following days as federal holidays:

New Year’s Day Labor Day Martin Luther King’s Birthday Columbus Day President’s Day Veterans’ Day Memorial Day Thanksgiving Day Independence Day Christmas Day

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

1) Any other day designated by Federal Statute;

2) Any other day designated by Executive Order; and

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

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. In the event the Contractor’s personnel work during the holiday, they may be reimbursed by the Contractor.

However, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, other than their normal compensation for the time worked.

When the Federal and Governmental entities grant excused absences to its employees, assigned Contractor personnel may also be dismissed. The Contractor agrees to continue to provide sufficient personnel to perform critical tasks already in operation or scheduled, and shall be guided by the instructions issued by the CO and COR.

H.5 Government Furloughs

If Government personnel are furloughed, the Contractor shall contact the CO and the COR to receive direction. It is the Government’s decision as to whether the contract price/cost will be affected. Generally, the following situations apply:

1) Contractor personnel that are able to continue contract performance (either on-site or at a site other than their normal work station) shall continue to work and the contract price shall not be reduced or increased.

2) Contractor personnel that are not able to continue contract performance (e.g., support functions) may be asked to cease their work effort.

In those situations that furloughed Government personnel are reimbursed, the Contractor may not invoice for their employees working during the Government furlough until such time as the special legislation affecting Government personnel is signed into law by the President of the United States.

Nothing in this clause changes the rights and responsibilities of the parties relative to stop work requirements as cited elsewhere in this contract.

H.6 Post-Award Kickoff Meeting.

The Contractor shall participate in a post-award kickoff meeting that will be held within ten (10) business days after contract award. The purpose of the post-award kickoff meeting is to assist both the Contractor and the Government in achieving a clear and mutual understanding of all contract requirements, and identify and resolve potential problems (See FAR 42.5). The CO will serve as the chairperson and shall conduct the meeting. The meeting may be conducted at a location within the local Washington D.C. commuting area at the Government’s discretion.

H.7 Non-Supervision of Contractor Employees

The Government will not exercise any supervision or control over Contractor employees performing services under this contract. The Contractor's employees shall be accountable solely to the Contractor's management, who in turn is responsible to the Government.

1) The Government and the Contractor understand and agree that the services delivered by the Contractor to the Government are non-personal services. The parties also recognize and agree that no employer-employee or master-servant relationship exists or will exist between the Government and the Contractor. The Contractor and the Contractor's employees are not employees of the Federal Government and are not eligible for entitlement and benefits given federal employees.

2) Contractor personnel under this contract shall not be placed in a position: i) where there is an appearance that they are employed by a Federal Officer, or are under the supervision, direction, or evaluation of a Federal Officer, or ii) in command, supervision, administration or control over Government personnel.

H.8 Ownership of Records.

a) Government's Records. Except as is provided in paragraph (b) of this clause and as may be otherwise agreed upon by the Government and the Contractor, all records (including computer databases and software) acquired or generated by the Contractor, in its performance of this contract shall be the property of the Government; and shall be delivered to the Government or otherwise disposed of by the Contractor, either as the CO may from time to time direct during the progress of the work or, in any event, as the CO shall direct upon settlement of this contract.

The Contractor shall, subject to security regulations, requirements, and other provisions of the contract, have the right to inspect; and at its own expense, duplicate only those processes, procedures, or records delivered, or to be delivered, to the Government by the Contractor under this contract, or retain duplicates which are in excess of the Government's requirements.

However, nothing in this paragraph shall:

(1) Permit the Contractor to duplicate or retain for its own purposes any official Government documents or proprietary information relating to the Government or to other Contractors;

(2) Constitute any commitment on the part of the Government to retain such records for any period beyond customary retention periods for the various types of records; and (3)Have any effect on the provisions of FAR Clause 52.227-14, Rights in Data - General.

b) Contractor's Own Records. The following records are considered the property of the Contractor and not within the scope of paragraph (a) above:

(1) Personnel records and files maintained on individual employees, applicants and former employees;

(2) Privileged or confidential Contractor financial information and correspondence between segments of the Contractor's organization; and

(3) Internal legal files.

c) Inspection and Audit of Records. All records acquired, or generated by the Contractor under this contract, and in the possession of the Contractor, including those described in paragraph (b) above (exclusive of subparagraph (b)(2) and (b)(3)), shall be subject to inspection and audit any reasonable times. The Contractor shall afford the proper facilities for such inspection and audit.

H.9 Confidentiality of Information.

a) To the extent that the work under this contract requires that the Contractor be given access to confidential or proprietary business, technical, or financial information belonging to other private parties or the Government, the Contractor shall after receipt thereof, treat such information as confidential and agrees not to appropriate such information for its own use or to disclose such information to third parties unless specifically authorized by the CO in writing. The foregoing obligations, however, shall not apply to:

(1) Information which, at the time of receipt by the Contractor, is in the public domain;

(2) Information which is published after receipt thereof by the Contractor or otherwise becomes part of the public domain through no fault of the Contractor;

(3) Information which the Contractor can demonstrate was in its possession at the time of receipt thereof and was not acquired directly or indirectly from the Government or other companies;

(4) Information which the Contractor can demonstrate was received by them from a third party who did not require the Contractor to hold it in their confidence; or

(5) Information which is independently developed by the Contractor with no access to the received information as shown by written record.

b) The Contractor shall obtain the written DHS Form 11000-6, Non-Disclosure Agreement, of each employee permitted access, whereby the employee agrees that he/she will not discuss, divulge, or disclose any such information or data to any person or entity except those persons within the Contractor's organization directly concerned with the performance of the contract.

c) The Contractor agrees that upon request by the CO, they will execute an approved agreement with any party whose facilities or proprietary data they are given access to in regards to the restrictive use and disclosure of the data and the information obtained from such facilities. Upon request by CO, personnel shall also sign such an agreement.

d) This clause shall flow down to all subcontractors.

H.10 Training Costs.

The Government will not allow costs, nor reimburse costs associated with the Contractor’s training of Contractor employees in an effort to attain any minimum personnel qualification requirements that may be established for performance of this contract.

(End of Section H)

SECTION I - CONTRACT CLAUSES

I.1 FAR 52.252-2 FAR Clauses Incorporated By Reference (Feb 1998).

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. The full text may be accessed electronically at http://farsite.hill.af.mil/vffara.htm.

FAR

Clause No.

Title and Date

52.204-13 System for Award Management Maintenance (Oct 2016) 52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) 52.212-4, Alt I

Contract Terms and Conditions – Commercial Items, Alt I, paragraph (i)(1)(ii)(D)(1), (Jan 2017) [See 4.6 and 4.7 of the PWS)

52.212-4, Alt I

Contract Terms and Conditions – Commercial Items, Alt I, paragraph (i)(1)(ii)(D)(2), (Jan 2017) [$0]

52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data – Modifications (Oct 2010)

52.217-8 Option to Extend Services (Nov 1999) Fill-Ins: six months, 30 days

52.227-14 Rights in Data – General (May 2014) 52.227-23 Rights to Proposal Data (Technical) (Jun 1987)

I.2 FAR Clauses (Incorporated in Full Text).

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (JAN 2018)

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

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

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 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 items:

_X__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

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

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

_X__ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

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

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

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

6101 note).

_X__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

___ (10) [Reserved]

___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C.

644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

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

_X__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C.

637(d)(2) and (3)).

_X__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637 (d)(4)).

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

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

___ (iv) Alternate III (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Nov 2016) of 52.219-9.

___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

_X__ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set- Aside (Nov 2011) (15 U.S.C. 657f).

___ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C.

637(m)).

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X__ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X__ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

_X__ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X__ (28) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

_X__ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

_X__ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X__ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

_X__ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X__ (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C.

chapter 78 and E.O. 13627).

___ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

_X__ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989).

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

___ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

___ (38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514

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

___ (39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

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

___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

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

_X__ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

___ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (45) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

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

___ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

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

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

___ (iv) Alternate III (May 2014) of 52.225-3.

___ (48) 52.225-5, Trade Agreements (Oct 2016) (19 U.S.C. 2501, et seq., 19 U.S.C.

3301 note).

_X__ (49) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

_X__ (55) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C.

637(d)(12)).

___ (60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

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

___ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

___ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C.206 and 41 U.S.C. chapter 67).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-- Requirements (May 2014) (41 U.S.C. chapter 67).

___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O.

13658).

___ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O.

13706).

___ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792).

___ (11) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C.

5112(p)(1)).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

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

(ii) 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)).

(iii) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C.

637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495).

Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

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

(vi) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

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

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

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

(x) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xi) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter 67).

(xii) (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C.

chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O.

13627).

(xiii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)

(xiv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xvi) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xvii) 52.222-62, Paid sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

(xviii) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

(B) Alternate I (Jan 2017) of 52.224-3.

(xix) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xx) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations.

(May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph

(e) of FAR clause 52.226-6.

(xxi) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years and six (6) months.

FAR 52.237-3 Continuity of Services (Jan 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to --

(1) Furnish phase-in training; and

(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer’s written notice,

(1) furnish phase-in, phase-out services for up to 90 days after this contract expires and

(2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required.

The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval.

The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

I.3 HSAR Clauses (Incorporated by Full Text)

HSAR 3052.209-70 Prohibition on Contracts with Corporate Expatriates (JUN 2006).

(a) Prohibitions.

Section 835 of the Homeland Security Act, 6 U.S.C. 395, prohibits the Department of Homeland Security from entering into any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defined in this Clause, or with any subsidiary of such an entity.

The Secretary shall waive the prohibition with respect to any specific contract if the Secretary determines that the waiver is required in the interest of national security.

(b) Definitions. As used in this Clause:

Expanded Affiliated Group means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting `more than 50 percent' for `at least 80 percent' each place it appears.

Foreign Incorporated Entity means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act, 6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)—

(1) The entity completes the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

(2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held—

(i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or

(ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership; and

(3) The expanded affiliated group which after the acquisition includes the entity does not have substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded affiliated group.

Person, domestic, and foreign have the meanings given such terms by paragraphs (1), (4), and (5) of section 7701(a) of the Internal Revenue Code of 1986, respectively.

(c) Special rules. The following definitions and special rules shall apply when determining whether a foreign incorporated entity should be treated as an inverted domestic corporation.

(1) Certain Stock Disregarded. For the purpose of treating a foreign incorporated entity as an inverted domestic corporation these shall not be taken into account in determining ownership:

(i) Stock held by members of the expanded affiliated group which includes the foreign incorporated entity; or

(ii) stock of such entity which is sold in a public offering related to the acquisition described in subsection (b)(1) of Section 835 of the Homeland Security Act, 6 U.S.C. 395(b)(1).

(2) Plan Deemed In Certain Cases. If a foreign incorporated entity acquires directly or indirectly substantially all of the properties of a domestic corporation or partnership during the four (4)-year period beginning on the date which is two

(2) years before the ownership requirements of subsection (b)(2) are met, such actions shall be treated as pursuant to a plan.

(3) Certain Transfers Disregarded. The transfer of properties or liabilities (including by contribution or distribution) shall be disregarded if such transfers are part of a plan a principal purpose of which is to avoid the purposes of this section.

(d) Special Rule for Related Partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 U.S.C. 395(b) to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common control (within the meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership.

(e) Treatment of Certain Rights.

(1) Certain rights shall be treated as stocks to the extent necessary to reflect the present value of all equitable interests incident to the transaction, as follows:

(i) warrants;

(ii) options;

(iii) contracts to acquire stock;

(iv) convertible debt instruments; and

(v) others similar interests.

(2) Rights labeled as stocks shall not be treated as stocks whenever it is deemed appropriate to do so to reflect the present value of the transaction or to disregard transactions whose recognition would defeat the purpose of Section 835.

(f) Disclosure. The Offeror under this solicitation represents that [Check one]:

__ it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73;

http://farsite.hill.af.mil/reghtml/regs/other/hsar/3009.htm#P19_695 http://farsite.hill.af.mil/reghtml/regs/other/hsar/3009.htm#P32_3050

__ it is a foreign incorporated entity that should be treated as an inverted domestic…