Attachment_2_-_Terms_and_Conditions_70Z03819QB0000139.docx

Terms and Conditions

70Z03819QB0000139

Federal Acquisition Regulation (FAR) and Homeland Security Acquisition Regulation (HSAR) Clauses and Provisions The clauses and provisions contained herein are applicable to any order awarded as a result of this solicitation. The terms and conditions set forth herein supersede all other terms and conditions. Acceptance of the order in accordance with (IAW) FAR 13.004 constitutes acceptance of all terms and conditions contained herein.

Clauses by reference

The following clauses apply to this solicitation:

FAR 52.252-2 Clauses Incorporated by Reference Feb 1998 This solicitation incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of the clause may be assessed electronically at Internet address http://acquisition.gov/far/index.html or https://farsite.hill.af.mil.

(End of clause)

FAR 52.204-7 System for Award Management Oct 2018 FAR 52.204-13 System for Award Management Maintenance Oct 2018

Full Text Clauses

52.212-5 Contract Terms and Conditions Required to Implement Aug 2019 Statutes or Executive Orders—Commercial Items

As prescribed in 12.301(b)(4), insert the following clause:

(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) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 89(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 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:

☒(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).

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

☒(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

☒(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).

☒(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

☒(16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

☒(17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637 (d)(4)).

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

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

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

☒ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

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

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

☒(28) (i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

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

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

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

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

☒(33) (i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (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).

☒(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 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.)

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

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

☒(55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct 2018) (31 U.S.C. 3332).

(End of clause) FAR 52.216-18 Ordering Oct 1995

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from contract award through one-year from the date of contract award for the base period and for options, effective date of option exercise through one-year from effective date of option exercise.

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

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

(End of Clause) FAR 52.216-19 Order Limitations Oct 1995

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than one each for $13.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of the total estimated contract line item quantity;

(2) Any order for a combination of items in excess of 50% of the estimated contract quantity; or

(3) A series of orders from the same ordering office within thirty (30) days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within fifteen (15) days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause) FAR 52.216-21 Requirements Oct 1995

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated’’ or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after determined at the time of award base on six (6) months after expiration date of the ordering period.

(End of Clause) FAR 52.252-6 Authorized Deviations in Clauses Apr 1984

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Homeland Security Acquisition Regulation (48 CFR 30) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of Clause)

Homeland Security Acquisition Regulations (HSAR) Clauses (full text, IBR, Provisions)

Full Text HSAR Clauses:

3052.212-70 Contract Terms and Conditions Applicable to DHS Acquisition of Commercial Items.

As prescribed in (HSAR) 48 CFR 3012.301, insert the following clause:

CONTRACT TERMS AND CONDITIONS APPLICABLE TO DHS ACQUISITION OF COMMERCIAL ITEMS (SEP 2012) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The provision or clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference:

[The Contracting Officer should either check the provisions and clauses that apply or delete the provisions and clauses that do not apply from the list. The Contracting Officer may add the date of the provision or clause if desired for clarity.]

(a) Provisions.

____3052.209-72 Organizational Conflicts of Interest.

____3052.216-70 Evaluation of Offers Subject to An Economic Price Adjustment Clause.

Adjustment Clause.

____3052.219-72 Evaluation of Prime Contractor Participation in the DHS Mentor Protégé Program.

(b) Clauses.

_X__3052.203-70 Instructions for Contractor Disclosure of Violations.

____3052.204-70 Security Requirements for Unclassified Information Technology Resources.

____3052.204-71 Contractor Employee Access.

____Alternate I _X_3052.205-70 Advertisement, Publicizing Awards, and Releases.

____3052.209-73 Limitation on Future Contracting.

____3052.215-70 Key Personnel or Facilities.

____3052.216-71 Determination of Award Fee.

____3052.216-72 Performance Evaluation Plan.

____3052.216-73 Distribution of Award Fee.

____3052.217-91 Performance. (USCG) ____3052.217-92 Inspection and Manner of Doing Work. (USCG) ____3052.217-93 Subcontracts. (USCG) ____3052.217-94 Lay Days. (USCG) ____3052.217-95 Liability and Insurance. (USCG) ____3052.217-96 Title. (USCG) ____3052.217-97 Discharge of Liens. (USCG) ____3052.217-98 Delays. (USCG) ____3052.217-99 Department of Labor Safety and Health Regulations for Ship Repair. (USCG) ____3052.217-100 Guarantee. (USCG) ____3052.219-70 Small Business Subcontracting Plan Reporting.

_X _3052.219-71 DHS Mentor Protégé Program.

____3052.228-70 Insurance.

____3052.228-90 Notification of Miller Act Payment Bond Protection. (USCG) ____3052.228-91 Loss of or Damage to Leased Aircraft. (USCG) ____3052.228-92 Fair Market Value of Aircraft. (USCG) ____3052.228-93 Risk and Indemnities. (USCG) ____3052.236-70 Special Provisions for Work at Operating Airports.

____3052.242-72 Contracting Officer’s Technical Representative.

____3052.247-70 F.o.B. Origin Information.

____Alternate I ____Alternate II ____3052.247-71 F.o.B. Origin Only.

_X__3052.247-72 F.o.B. Destination Only.

(End of clause)

Full Text Provisions

The following provisions apply to this solicitation

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

As prescribed in 4.2105(a), insert the following provision:

Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2019)

(a) Definitions. As used in this provision— “Covered telecommunications equipment or services”, “Critical technology”, and “Substantial or essential component” have the meanings provided in clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractors are not prohibited from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Representation. The Offeror represents that— It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.

(d) Disclosures. If the Offeror has responded affirmatively to the representation in paragraph (c) of this provision, the Offeror shall provide the following information as part of the offer

(1) All covered telecommunications equipment and services offered (include brand; model number, such as original equipment manufacturer (OEM) number, manufacturer part number, or wholesaler number; and item description, as applicable);

(2) Explanation of the proposed use of covered telecommunications equipment and services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b) of this provision;

(3) For services, the entity providing the covered telecommunications services (include entity name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if known); and

(4) For equipment, the entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known).

(End of provision) 52.212-1 Instructions to Offerors—Commercial Items (Jan 2017) Addendum to 52.212-1 Instructions to Offeror

Offerors that fail to provide all information required by this solicitation notice in their proposal may not be further considered for award.

Period for Acceptance of Offers

(c) Period for acceptance of offers. The Offeror agrees to hold the prices in its offer firm for 60 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

Proposal Preparation and Submission

1. Offeror’s name, address and solicitation number shall be indicated on only the cover page.

2. Only electronic submissions will be accepted;

3. Submissions shall be submitted in PDF format unless otherwise stated;

4. Font shall be Times New Roman twelve (12) point;

5. Each page containing proprietary information should be so marked;

6. Email submissions shall not exceed 5 megabytes per email;

7. Factor 1, Technically Acceptable documentation shall be submitted in Microsoft Word and or Adobe Acrobat

8. Factor 2, Price shall be submitted in Microsoft Office Excel format as identified in Attachment 1;

9. Offerors classified as a Large Business under the North American Industry Classification System (NAICS) code 336413 are required to submit a Small Business Subcontracting Plan with their initial proposal. A Commercial Plan approved by another Government Agency is acceptable. Approved Commercial Plans must include a copy of the approved letter;

10. Each page shall contain the following legend at the bottom of each sheet: This Document is Source Selection Sensitive Information IAW FAR 2.101 and 3.104;

11. To ensure submissions are received and processed appropriately, offerors shall submit their proposals in two (2) separate electronic files as set forth below:

FAR 52.212-2 Evaluation—Commercial Items Oct 2014 The Government will award a contract resulting from this solicitation to the responsible Offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

· Factor 1 - Technical Acceptability

· Factor 2 – Price

It is anticipation that a contract will be awarded on a sole source basis. However, if quotes are received from any other sources, they will be evaluated in accordance with Federal Acquisition Regulation (FAR) 12.205 based on the criteria listed below. Award will be made to the lowest price offeror rated technically acceptable.

Factor 1: Technical Acceptability Technical Acceptability will be evaluated to determine an overall rating of “acceptable” or “unacceptable”. Each offeror will be evaluated on their ability to provide traceability of the requested product from the Original Equipment Manufacturer (OEM). Traceability means a clear, complete, documented, and auditable paper trail which traces each step from an OEM or distributor to its current location. Also, all parts must be approved in accordance with Federal Aviation Administration (FAA) guidelines. Only the use of airworthy commercial specifications or standard military specifications/military standard parts will be utilized and approved from this solicitation.

Factor 2: Price Price will not be evaluated for technically “unacceptable” proposals. Price will not be assigned an adjectival rating or scored; rather it shall be evaluated for reasonableness across the base period and all option periods using price analysis techniques.

Submission Requirements:

To facilitate uniformity in evaluation, offeror’s shall use the schedule provided as Attachment 1. Offeror’s shall provide pricing for the Base Period and all Option Periods IAW Attachment 1.

For purposes of evaluation, the potential need to exercise the option under FAR 52.217-8, Option to Extend Services, to extend a period of performance for a maximum period of six (6) months beyond any period of performance will be considered the same for all offeror’s. The Government will consider that if the extension of service clause (FAR 52.217-8) is exercised, it will be on the exact same rates and terms, other than length of performance, as the period of performance being extended. For purposes of evaluation only, the Government will use the prices specified in the last option period and add the cost of six (6) months to the prices proposed for the base period and all option periods to determine total evaluated price of the task order. The Government will determine whether the price, including the options available under FAR 52.217-8, is fair and reasonable.

FAR 52.216-1 Type of Contract. Apr 1984 The Government contemplates award of a firm fixed priced purchase order resulting from this solicitation.

(End of provision)

52.233-2 Service of Protest Sep 2006

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from:

USCG ALC SRR Division ATTN: Ryan M. Suchy 1664 Weeksville Road Elizabeth City, NC 27909

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

(End of Provision)

Provisions Incorporated by Reference

FAR 52.252-1 Solicitation Provisions Incorporated by Reference Feb 1998 This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this address: http://acquisition.gov/far/index.html.FAR (End of Provision)

FAR 52.217-5 Evaluation of Options Jul 1990 FAR 52.252-5 Authorized Deviations in Provisions Apr 1984

Remainder of Page Left Blank Intentionally

ADDITIONAL CONTRACT REQUIREMENTS

Delivery Terms:

All offers will be considered Free on board (F.O.B) Destination. However, if the Offeror chooses to propose F.O.B Origin, the Offeror shall indicate this change in their proposal as such.

The Government suggest the below delivery schedule:

Line Items 0001-0077, delivered within 360 calendar days after receipt of Delivery Order (DO). NOTE: Early deliveries are accepted and encouraged

The offeror may propose an alternative delivery schedule in their proposal.

Packaging. Marking and Preservation.

The USCG Aviation Logistics Center is a supply depot; therefore, material will be stored and transshipped to various users. The containers shall be packed and labeled suitable for shipment via land, air, or sea. Each container shall have a minimum of metal bands securing the lid to ensure that the contents do not shift or fallout during shipment. Packaging shall NOT consist of the following material: popcorn, shredded paper, styrofoam of any type or peanut packaging. Each part shall be individually packed in a separate envelope, box, carton, or crate. If crate is used, material must be packaged in such a way the material does not come in contact directly with wood to avoid wood splinters from penetrating material. Each individual container shall be labeled on the inside with NSN, P/N, S/N, Quantity, Nomenclature, Delivery Order Number, and Delivery Order Line Item Number. Packing List and certification/documentation shall be placed on the outside of the individual containers. The internal packing material shall be sufficient to prevent damage during shipment, handling, and storage. Preservation and protection shall be provided to prevent corrosion, deterioration, or decay during warehouse storage for a period of one year.

Shipping Instructions.

Items shall be shipped to the following address:

USCG Aviation Logistics Center Receiving Section, Bldg. 63 Elizabeth City, NC 27909-5001

Contract No. ________________________________ (To be assigned at time of issuance)

Delivery Order No. ________________________________ (To be assigned at time of issuance)

Invoicing Instructions The Contractor’s invoice shall be submitted IAW FAR 52.212-4 to the designated billing office for payment as noted below. The contractor is HIGHLY encouraged to submit invoices electronically to ALC-Fiscal@uscg.mil.

Fiscal Branch

USCG, ALC

Fiscal Branch, Bldg. 63 1664 Weeksville Road Elizabeth City, NC 27909-5001 Contract Number: (To be assigned at the time of award) Delivery Order Number: (To be assigned at the time of award)

Payment Instructions All payments shall be made electronically IAW FAR 52.232-33. The Contractor may submit invoice five (5) days after shipment of item. The invoice will not be approved until all items listed on the invoice have been receipted.

Inspection and Acceptance

a. Inspection and acceptance of materials under this contract, to ensure that equipment is in accordance with manufacturer’s specifications, shall be performed at destination by local U.S. Coast Guard Receiving section personnel and consist of count and condition only. NOTE: All serial number tracked items will be inspected and accepted by local USCG Quality Assurance personnel

b. A COC shall be required for all items provided on this contract. The certificate must be signed by an authorized official of the approved source and must specify the nomenclature, manufacturer’s part number and date of manufacturer. For Production Approval Holder, a certificate of conformity AND a copy of the FAA PMA or other manufacturing authority shall be provided. The certificate must be signed by an authorized official representing the approved source and must specify the manufacturer’s part number and date of manufacture.

c. Contractors shall also provide a COC signed by the contractor’s authorized representative in accordance with FAR 52.246-15 and documentation reflecting the complete unbroken history of ownership of the parts from purchase from the approved manufacturer source until delivery to the USCG.

d. Full and clear traceability must be provided with delivery of each part. If full and clear traceability is not provided, ALC will not accept delivery of the part and invoicing may not be approved for payment.