Terms_and_Conditions_FAC_2019-04_Eff_06_Sep_2019__Attachment_2.pdf

Attachment 2

TERMS AND CONDITIONS \/

70203819QJ0000238

Federal Acquisition Resulation (FAR) and Homeland Securitv Acquisition Reeulation (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.

52.212-1 Instructions to Offerors - Commercial Items Oct 2018

Completion of FAR Provisions and Clauses:

The offeror shall complete and provide with the quotation the provision at FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2019), FAR 52.209-T lnformation Regarding Responsibility Matters (Oct 2018) and the clause at FAR 52.219-28 Post Award Small Business Program Representation (Jul 2013).

Submission of Small Business Subcontracting Plan:

Offerors classified as a Large Business under the North American Industry Classification System (NAICS) code 333314 arc required to submit a Small Business Subcontracting Plan with their initial proposals. A Commercial Plan approved by another Government Agency is acceptable.

Approved Commercial Plans must include a copy of the approval letter.

FAR 52.204-24 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 i.2.?94;."?_5", Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition. Section 889(a)(l )(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. l15-232) prohibits the head of an executive agency on or after August 73,2019, 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-

(l) 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 r will, n 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. lf 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);

Page I of 18

Rev FAC 2019-04 (effective 06 September 2019)

TERMS AND coNDITIoNS \-'l

70203819QJ0000238

(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)

Offerors shall check the applicable box in paragraph (b) of the following provision. If the offeror checks ulros' in paragraph (b), FAR Clause 52.209-9 cited in FAR Clause 52.212-5 witl be incorporated in the resulting contract.

FAR 52.209-T lnformation Regarding Responsibility Matters Oct 2018

(a) Definitions. As used in this provision- "Administrative proceeding" means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings).

This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

"Federal contracts and grants with total value greater than $10,000,00Q" 6ssn5-

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

"Principal" means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $ 1 0,000,000.

(c) Ifthe offeror checked "has" in paragraph (b) ofthis provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in-

(A) The payment of a monetary fine or penalty of $5,000 or more; or v TERMS AND coNDITIoNS \"/

70203819QJ0000238

(B) The payment of a reimbursement, restitution, or damages in excess of $ 100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (cXlXi), (cXlXii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(l ) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (cXlXiv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management, which can be accessed via https://www.sarn.gov (see 52.2A4-7).

(End of provision)

Full Text Provisions

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 Ofhce (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from:

USCG ALC MRR Division ATTN: Joshua M. Stoddard 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)

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.

(End of Provision)

The following provisions are incorporated by reference and are addendum to FAR 52.212-lz

Solicitation Provisions

52.252-l SolicitationProvisionslncorporatedbyReference

52.204-7 System for Award Management 52.204-16 Commercial and Government Entity Code Reporting 52.212-4 Contract Terms and Conditions Commercial Items

Feb 1998

Oct 2018 Jul 2016 Oct 2018

TERMS AND coNDITIoNS \-/

70203819QJ0000238

FAR 52.212-2Evaluation - Commercial Items (OCT 2014) is not applicable to this acquisition.

Evaluation Criteria It is anticipated that this purchase order 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) 13.106-2 based on the criteria listed below. Award will be made to the lowest price offeror rated technically acceptable offeror representing the best value to the Government.

Technical Acceptabilitv:

o Technical Acceptability will be evaluated to determine an overall rating of "acceptable" or

"unacceptable". Technical Acceptability will be evaluated on the ability of the offeror to provide new manufactured commercial items from the Original Equipment Manufacturer (OEM) or an OEM approved source. Offerors must be able to provide traceability to the OEM on all parts, Federal Aviation Administration (FAA) 8130 (prefened) or equivalent European Aviation Safety Agency (EASA) Certification, and a certificate of conformance (COC). Part2l of the Federal Aviation Regulation outlines certification procedures.

. The offeror must be able to provide training as stated in the attached statement of work (sow).

Item Part Number Nomenclature Manufacturer

1 40262-44000-40 ABE Model 310A AAI Corporation (Textron

Systems)

2 39419-40040-10 MH-60 Adaptor Set

AAI Corporation (Textron Systems)

J N/A Trainins AAI Corporation (Textron

Systems)

Price:

The contractor shall provide pricing as requested. Any quantity price discounts and discounts for prompt payment should be included in this section. The offeror's quotation will be evaluated using one or more of the techniques defined in FAR I 3. 1 06-3, in order to determine if it is fair and reasonable.

Past Performance:

Past Performance will be evaluated to assess the Government's confidence in the offeror's ability to fulfill the solicitation requirements. The evaluation will consider the offeror's demonstrated record of performance in supplying the products listed in the solicitation and will consider quality, meeting delivery schedules, compliance with contractual requirements and overall customer satisfaction.

References are not required. The Government may use information available from the Past

Performance Information Retrieval System (PPIRS) and the Contractor Performance Assessment Reporting System (CPARS), previous contracts/purchase orders with the USCG and any information found using Federal as well as state and local Government sources. An offeror must receive an Acceptable Confidence Rating to be considered for award. Offeror's will be given the opportunity to address/comment on adverse past performance information that may result in an

Unacceptable Confidence Rating.

TERMS AND CONDITIONS \J

70203819QJo000238

Evaluation Method:

Only the lowest priced offer will be evaluated for Technical Acceptability. Should the lowest priced offer not receive an acceptable technical or past performance rating, the process will continue in order of lowest priced offer until the lowest priced, technically acceptable offer is identified.

52.212-3 OfferorRepresentationsandCertifications-Commercialltems X Alternate I of 52.212-3

Oct 2018 Oct2014

The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) web site located at https:i/r.tr,vu,.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u) of this provision.

(End of Provision)

FAR 52.212-4 Contract Terms and Conditions Commercial Items (Oct 2018) applies to this acquisition. The following additional Clauses are incorporated in full text and are addendum to FAR 52.212-4:

Addendum

Quality Assurance:

This section is applicable to all orders for products that will ultimately touch USCG aircraft.

1. The Contractor shall, immediately upon discovery, notify and disclose conditions to the

Contracting Officer of any event, supply change, material change, supply malfunction, counterfeit/suspect parts or materiel, defect or non-airworthy condition of any product or component (to include components used in repairs) found to potentially cause a non-conformity to the original specifications of this order. The Government reserves the right to inspect any non-conforming product or component. Therefore, the Contractor shall obtain approval from the Contracting Officer prior to the disposition of any non-conforming product or component.

2. The Contractor's quality control manual shall address in detail the Contractor's risk management, test, inspection, non-conforming product and counterfeit/suspect parts processes.

3. The Contractor shall immediately notify the Contracting Officer of any changes that potentially have an impact on the product. Changes may include but are not limited to products, processes, materiel, supplier sources, manufacturing facility location and personnel qualifi cations.

4. Upon notification of the change, the USCG will approve or deny the change. Facility location changes may require the Government to perform a facility inspection. The

Contractor shall allow the Government access to all applicable areas of the Contractor's facilities to ensure compliance with contractual requirements. In the event that the change is v TERMS AND coNDITIoNS \'/'

702,03819QJ0000238

not approved by the USCG, the contract, delivery order or task order may be cancelled or terminated in accordance with FAR.

5. The Contractor shall retain all records in accordance with FAR 4.7 Contractor Records Retention. The Contractor shall be required to permit Government access to applicable records retained at any level of the supply chain.

6. Unless otherwise specified, the Contractor shall flow down all requirements in this order to their supply chain, to include all subcontractors and suppliers.

Packaging Instructions:

1. The USCG Aviation Logistics Center (ALC) is a supply depot; therefore, material will be stored and transshipped to various users. The container shall be packed and labeled suitable for shipment via land, air, or sea. Packaging material shall NOT consist of the following:

popcorn, shredded paper, Styrofoam ofany type, or peanut packaging.

2. Each part shall be individually packed in a separate envelope, box, carton or crate. For bulk packages, packaging of material up to 100 each per package is acceptable. Each individual container shall be labeled on the inside with National Stock Number, Part Number, Serial Number, Quantity, Nomenclature, Purchase Order Number, and Purchase Order Line Item Number. Packing List and Certification/Documentation shall be placed on the outside of individual containers.

3. 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:

1 Items shall be shipped to the following address:

USCG Aviation Logistics Center Receiving Section, Bldg. 63

1664 Weeksville Road Elizabeth City, NC 27909-5001 Purchase Order Number: (to be determined at time of issuance)

Inspection and Acceptance:

1. Inspection and acceptance of material under this order shall be performed at destination by local USCG personnel to ensure that items are IAW manufacturer's specifications and will consist of count and condition only.

2. A Certificate of Conformance (COC) IAW FAP.52.246-15 shall be required for all items provided on this order. The COC must include the National Stock Number, Part Number, Serial Number, and Purchase Order Number and must be signed by the Contractor:s authorized representative.

\V

TERMS AND CONDITIONS

V

70203819QJ0000238

Attachment 2

Delivery Terms:

F.O.B. destination is the F.O.B. point for all deliverables. The USCG requires delivery of all items three hundred sixty five (365) days after receipt of the order (ARO). However, early deliveries are desired and will be accepted. Partial deliveries are acceptable.

Invoicing Instructions:

1. 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.

Chiel Fiscal Branch

USCG ALC

Fiscal Branch, Bldg. 63

1664 Weeksville Road Elizabeth City, NC 27909 Purchase Order Number: (to be determined at time of issuance)

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

FAR 52.203-17 -Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistteblower Rights (Apr 2014)(DHS - USCG DEVIATION 14-01)

(a) ihis contract and employees working on this contract will be subject to the whistleblower rights and remedies in the enhancement of whistleblower protections for Contractor employees established at 10 U.S.C.2409 by section 827 of theNDAA for FY2013 (Pub. L. 112-239) and FAR 3.908.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under l0 U.S.C. 2409, as described in section 3.908 of the FAR.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(End of clause)

FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (Jun 2016)

(a) Definitions. As used in this clause- "Covered contractor information system" means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

"Federal contract information" means information, not intended for public release, that is provided by or generated for the Govemment under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

"Information" means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

"lnformation system" means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C.

TERMS AND CONDITIONS V

70203819QJ0000238

3502). "Safeguarding" means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(l) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have

Federal contract information residing in or transiting through its information system.

(End of clause)

\J \/

TERMS AND CONDITIONS

70203819QJ0000238

FAR Clauses 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 accessed electronically at Internet address https ://acqui sition. sov.

52.204-13 System for Award Management Maintenance Oct 2018

52.204-18 Commercial and Government Entity Code Maintenance Jul2016 52.232-40 Providing Accelerated Payments to Dec 2013

Small Business Subcontractors 52.246-15 Certificate of Conformance Apr 1984

52.247-34 F.O.B. Destination Nov 1991

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

l) 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)

Full Text Clauses

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

(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) 51.203-19, Prohibition on Requiring Certain Intemal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.l13-235) 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-e1).

O) -q:.2U145, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(aXlXA) of Pub. L.ll5-232).

(4):2.2q.9j1!1, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.1-13-i, Protest After Award (Aug 1996) (31 Lr.S.Cl. 355l).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and

108-78 (19 tl.S.C.3lt0-5 note)).

TERMS AND coNDITIoNS \-/

70203819QJ0000238

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Otficer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Ofhcer check as appropriate.]

X f tl 52.203-6,Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and l0 U.S.C. 2402).

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

tr f:l 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American

Recovery and Reinvestment Act of 2009.)

X f+l 52.204-l},Reporting Executive Compensation and First-Tier Subcontract Awards (Oct

2018) (Pub. L. 109-282) (31 U.S.C.6101 note).

X tSl [Reserved].

E fO 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section

743 of Div. C).

E tZl 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct

2016) (Pub. L. l7l-171, section 743 of Div. C).

X f8l 52.209-6,Protecting the Govemment's Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

X fql 5}-209-g,Updates of Publicly Available Information Regarding Responsibility Matters (Oct

2018) (41 U.S.C. 23t3).

I ttol [Reserved].

E f t t) (1) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15

U.S.C.657a).

I tiil Alternate I (Nov 2011) of 52.219-3.

E ttZl 6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (Oct2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)

(ls U.S.C. 657a).

E fiil Alternate I (Jan 2011) of 52.219-4.

n tt:l [Reserved] E tt+l 0) 52.219-6, Notice of Total Small Business Set-Aside (Nov 201l) (15 U.S.C.644).

E tiil Alternate I (Nov 2011).

I llii; Alternate II Qrlov 2011).

E ttS) (1) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C.644).

n tiil Alternate I (Oct 1995) of 52.219-7.

E (iii) Alternate II (Mar 2004) of 52.219-7

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

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

E tiil Alternate I (Jan 2017) of 52.219-9.

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

E (i") Alternate III (Nov 2016) of 52.219-9.

E (r) Alternate IV (Aug 2018) of 52.219-9

E t t gl 52.219-13, Notice of Set-Aside of Orders (Nov 201 1) ( 15 U.S.C. 6aa(r))-x ttql 52.219-14, Limitations on Subcontracting (Jan2017) (15 u.s.c.637(aXla)).

X fZOl 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C.

637(dX4XFXi)).

TERMS AND coNDITIoNS \'/

70203819QJ0000238

n fZt) 52.219-27,Notice of Service-Disabled Veteran-Owned Small Business Set-Aside Qllov 2011) (1s U.S.C. 6s7f).

X tZZ> 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

I fZ:l 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)).

n tZ+l 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 fZSl 52.222-3, Convict Labor (June 2003) (8.O.11755).

X fz0l 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2018) (E.O.r3126).

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

X fZAl G) 52.222-26, Equal Opportunity (Sept 2016) (E.O.l1246).

n ttl Alternate I (Feb 1999) of 52.222-26.

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

E tiil Altemate I (July 2014) of 52.222-35.

X t:Ol O) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul201a) (29 U.S.C.793).

E fiil Alternate I (July 2014) of 52.222-36.

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

X t:Zl 52.222-4o,Notification of Employee Rights Under the National Labor Relations Act (Dec

2010) (E.o. 134e6).

X f::l Q) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and

8.O. t3627).

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

X fl+l 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.)

E f:Sl G) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C.6962(c)(3XAXii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

E tiil Altemate I (May 2003) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available of f-the-shelf items. )

E (:0) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (Jun 2016) (E.O. 13693).

E t:Zl 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun201 6) (E.O. I 3693).

E t:gl O) 52.223-13, Acquisition of EPEAT@-Registered Imaging Equipment (Jun 2014) (E.O.s

13423 and 13514).

E fiil Alternate I (Oct 2015) of 52.223-13.

E f:ql 6) 52.223-14, Acquisition of EPEAT@-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

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

E f+Ol 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C.

82seb).

Page ll of 18

V

TERMS AND CONDITIONS V

70203819QJ0000238

E t+tl 6) 52.223-16, Acquisition of EPEAT@-Registered Personal Computer Products (Oct

201s) (E.O.s 13423 and 13514).

E ftl Alternate I (Jun 2014) of 52.223-16.

X (+Z) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug

2011) (E.O. 13s13).

n f+:l 52.223-20, Aerosols (Jun 2016) (E.o. 13693).

_$4) 52.223-21, Foams (Jun 2016) (E.O. 13693).

n t+Sl G) 52.224-3 Privacy Training (Jan2017) (5 U.S.C. 552 a).

E fiil Alternate I (Jan 2017) of 52.224-3.

E (+Ol 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

E t+Zl G) 52.225-3, Buy American-Free Trade Agreements-lsraeli Trade Act (May 2014) (41 f.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2ll2 note,19 U.S.C. 3805 note, l9 U.S.C. 4001 note, Pub. L. 103-182,108-77,108-78, 108-286, 108-302, 109-53, 109-169, 109-283, ll0-138, ll2-41, 112-42, and I 12-43.

E fiil Alternate I (May 2014) of 52.225-3.

E Giil Alternate II (May 2014) of 52.225-3.

E (ir) Alternate III (May 2014) of 52.225-3.

X t+g) 52.225-5,Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., l9 U.S.C. 3301 note).

X t+ql 52.225-13,Restrictions on Certain Foreign Purchases (June 2008) (E.O.'s, proclamations, and statutes administered by the Offrce of Foreign Assets Control of the Department of the

Treasury).

E fSOl 52.225-26,Contractors Performing Private Security Functions Outside the United States

(O.t ZOtO) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year

2008; 10 U.S.C. 2302 Note).

n fstl 52.226-4,Notice of Disaster or Emergency Area SeGAside (Nov 2007) (42 U.S.C. 5150).

E tSZl 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007)

(42 U.S.C. s1s0).

E tS:l 52.232-2g,Terms for Financing of Purchases of Commercial Items (Feb 2002) (al u.s.c.4s05, 1 o u.s.c.2307 (f)).

n tS+l 52.232-3},lnstallment Payments for Commercial ltems (Jan 2017) (41 U.S.C.4505, 10 u.s.c.2307(0).

X fSSl 52.232-33,Payment by Electronic Funds Transfer-system for Award Management (Oct

2018) (31 U.S.C.3332).

E tSOl 52.232-34,Payment by Electronic Funds Transfer-Other than System for Award

Management (Jul 2013) (31 U.S.C.3332).

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

n tSgl 52.239-l,Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

X fSq) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).

E f6Ol 0) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)

(46 U.S.C. Appx. t24t(b) and l0 U.S.C. 263r).

E fiil Alternate I (Apr 2003) of 52.241-64.

I (iii) Alternate II (Feb 2006) of 52.247-64.

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

J

TERMS AND CONDITIONS

70203819QJ0000238

[Contracting O/ficer check as appropriate.J

Technical Instructor i i Monetary Wage -- Fringe Benefits

,r $20.94

Employee Class I Monetary Wage -- Fringe Benefits tr 0) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

tr Q) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).

tr Q) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C .206 and

41 U.S.C. chapter 67).

tr @) 52.222-43,Fair Labor Standards Act and Service Contract Labor Standards-Price

Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 4l U.S.C.

chapter 67).

tr 6) 52.222-44,Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) (29 U.5.C.206 and 41 U.S.C.chapter 67).

I 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).

tr Q) 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).

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

tr O) 52.222-62,Paid Sick Leave Under Executive Order 13706 (Jan2017) (E.O. 13706).

tr Oq 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 u.s.c. 1792).

(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 3years 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

J TERMS AND CONDITIONS V

70203819QJ0000238

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)(l) 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 2Ol5) (41 U.S.C. 3509).

(11) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan2017) (section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Appropriations Act,20l5 (Pub. L.lI3-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iil) 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-e1).

(iv) f2,2{l*:5, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (Aug 2019) (Section 889(aXlXA) of Pub' L.ll5-232).

(v) 52.119-8, Utilization of Small Business Concerns (Oct2018) (15 tt.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 $700,000 ($ I .5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(v1) 52.222-17, Nondisplacement of Qualified Workers (May2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 5].n2-11.

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

(viii) 52.222-26, Equal Opportunity (Sept 2015) (E.O.11246).

(ix) 52.222-35, Equal Opportunity for veterans (oct 2015) (38 LI.S.C.42l2).

(x) 1?2_?*fi, Equal Opportunity for Workers with Disabilities (Jul2014) (19-llJ,C,79i).

(xi) )2222-37, Employment Reports on Veterans (Feb 2016) (-f B L].S.-C'1?-12)

(xii) 52.222-.10, Notification of Employee Rights Under the National Labor Relations Act

(Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (fl of FAR clause s22-2;*N.

(xiii) 52222-41, Service Contract Labor Standards (Aug2018) (41 Ll.S.C. chapter 67).

(xiv)

(A) )1.222.-!-0, Combating Trafficking in Persons (Jan2019) (?-? -Lj.S.g, -cllapt-91"7-$ and E.O

13627).

(B) Alternat e | (Mar 2015) of 52.222-50(22 [r.S.C. shapter 7tl and F,.0 I ]627).

(xv) 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)

({1-1 t.S.C'. chaptet 67).

(xvi) 52.221-53, Exemption from Application of the Service Contract Labor Standards to

Contracts for Certain Services-Requirements (May 2014) ('l I t].S.C. chapter 67).

(xvii) i)ru:14, Employment Eligibility Verification(Oct 2015) (E.O. 12989).

(xviii) 52.222-Xj, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xix) 52222-0, Paid Sick Leave Under Executive Order 13706 (Jan2017) (E.O. 13706). .

(xx) (A) 52.2)1-3, Privacy Training (Jan2017) (5 U.S.C' 552a).

(B) Alternatel (Jan2011) of tZz*i.

V TERMS AND CONDITIONS \J

70203819QJ0000238

(xxi) 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 ; -1.

(J--tr..LS. g-?_l 02N-aI9)

(xxii) i2.26-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (12 l).5"U.. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52"22$-{t.

(xxiii) 52.247-64,Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb

2006) (&; Ll,S.t,-i\pnx=lZj-L($ and.l-0!1.$-,-q,J6i-L). Flow down required in accordance with paragraph (d) of FAR clause 52.117-64.

(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)

Alternate I (Feb 2000).As prescribed in 12.301(b)(4) from the basic clause, redesignate paragraph

(e) as paragraph (d), and revise the reference to "paragraphs (a), (b), (c), or (d) ofthis clause" in the redesignated paragraph (d) to read "paragraphs (a), (b), and (c) ofthis clause." (i), delete paragraph

(d) from the basic clause, redesignate paragraph (e) as paragraph (d), and revise the reference to

"paragraphs (a), (b), (c), or (d) ofthis clause" in the redesignated paragraph (d) to read"paragraphs (a), (b), and (c) of this clause.

Alternate II (Jan 2Ol9). As prescribed in 12.301(bx4xii), substitute the following paragraphs (d)(l) and (e)(1) for paragraphs (dXl) and (e)(1) of the basic clause as follows:

(dX1) The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to-

(i) Examine any of the Contractor's or any subcontractors' records that pertain to, and involve transactions relating to, this contract; and

(ii) Interview any officer or employee regarding such transactions.

(eX1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), and (c), of this clause, the Contractor is not required to flow down any FAR clause in a subcontract for commercial items, other than-

(i) Paragraph (d) of this clause. This paragraph flows down to all subcontracts, except the authority of the Inspector General under paragraph (dXlXii) does not flow down; and

(ii) Those clauses listed in this paragraph (eXl). Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

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

(B) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5).

(C) 52.204-23Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. I l5-e1).

(D) 52-2Qi!i), Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment. (Aug 2019) (Section 889(a)(lXA) of Pub. L.ll5-232).

(E) 52.219-8, Utilization of Small Business Concerns (Oct 2018) ( I 5 LI.S.C. 6i7(d X2) and (3 )), in all subcontracts that offer further subcontracting opportunities. Ifthe subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any

\-/ TERMS AND coNDITIoNS v

70203819QJ0000238

public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(F) 12.222;2 L, Prohibition of Segregated Facilities (Apr 2015).

(G) )2P2h, Equal Opportunity (Sept 2016) (E.O. 1 1246).

(H) 52222-35, Equal Opportunity for Veterans (Oct2015) (38 U.S.C. 1212).

(I) t-222-36, Equal Opportunity for Workers with Disabilities (Jul20l4) (29 tl-S{..-79)'

(I) i2trZz*:(), 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 52.222-1!.

(H) 52.222-41, Service Contract Labor Standards (Aug2018) (41 tr.S.C.chaptcr 67).

(L) _0) 5222iA, Combating Trafficking in Persons (Jan2019) (?2 U.:{-slpp!sJ-&and E.O t3627).

_(2) Alternate | (Mar20l5) of 52.222-50 (22 II.SC. chapter 7tt and E.O 1 3627).

(M) 52222-5]r, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (j_1 _,Q.$.C. chapter 67).

(N) )2.2?2*1, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirement s (May201 4) (a I Ll. S. C. cltap:!Sr-157).

(O) 52.222-54, Employment Eligibility Verification(Oct 2015) (Executive Order 12989).

(P) 5-?,2?"?":"55, Minimum Wages Under Executive Order 13658 (Dec 2015).

Q) 5"2_2U-62, Paid Sick Leave Under Executive Order 13706 (|an2017) (E.O. 13706).

G)0) 52.224-3, Privacy Training (Jan2017) (5 LI.S.C].5-52a).

(2) Altemate I (Jan 2017) of 52.221-3.

(S) flL2jrO, Contractors Performing Private Security Functions Outside the United States (Ocl

2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008;

i0 LJ.S.C. 2i02 Note).

(T) f .216-6, Promoting Excess Food Donation to Nonprofit Organizations. (May2014) (42 tl".5j,C-. ll_9_). Flow down required in accordance with paragraph (e) of FAR clause 52^2"2{:. (:.

(U) 52.247--61, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (.16 {i.S.C. Appx. 1241(b) and 10 Ll.S.Cl. 2631). Flow down required in accordance with paragraph

(d) of FAR clause 52"717 -64 .

52.219 -28, Post Award Small Business Pro gram Rerepresentation (Jul 20 1 3)

(g) If the Contractor does not have representations and certifications in SAM, or does not have a ripresentation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it E ir, I is not a small business concern under NAICS

Code 333314 assigned to contract number TBD lContractor to sign and date and insert authorized signer's name and titlel.

HSAR 3052.212-70 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

\/ TERMS AND CONDITIONS \/

70203819QJ0000238

is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference :

(b) Clauses.

3052.203-70 Instructions for Contractor Disclosure of Violations

3052.205 -70 Advertisement, Publicizing Awards, and Releases.

3 052.219 -7 0 Small Business Subcontractin g Plan Reporting.

3052.219-71 DHS Mentor Prot6g6 Program.

SERVICE CONTRACT LABOR STANDARDS COMPLIANCE AND PLACE(S) OF

PERFORMANCE

Services shall be performed at the contractor operated facility and the contractor shall provide all tools, equipment, personnel and other resources necessary for contract performance. It is anticipated the resulting contract will incorporate the Service Contract Labor Standards. The applicable Department of Labor Wage Determination for the place of performance will be incorporated and made a material part of the resulting contract. The contractor shall then be required to pay its employees the prevailing wages and benefits issued by the Department of Labor in the form of Wage Determinations during performance of the resulting contract.

At this time, the place of performance is known. As required by FAR 22.1009-2 the following possible places of performance have been identified with their applicable Wage Determinations:

a. Pasquotank County, NC Wage Determination 2015-4405, Rev. No. 11, dated 0711612019

Wage Determinations are available on-line at http://www.dol.gov at no cost to the public. Potential offerors can immediately obtain Wage Determinations for their locality. Wage Determinationsfor odditional possible places of performonce will be provided if requested to do so in writing at Nicholss.S.Woolard@),uscs.mil prior to the closing date time of this solicitotion The Department of Labor's (DOL) Wage Determinations Online website link for frequently asked questions is littrl://wrvw.dol.gov/taqs.aspx . The DOL website also provides assistance in choosing the applicable wage determination and provides automatic notifications for updates and/or changes to wage determinations.

WHD Publication 1313 Notice to Employees Working on Government Contracts will be included in the resulting contract. The contractor shall be required to post this Notice along with a copy of the

Wage Determination in a prominent, accessible place in the worksite before contract performance begins. This publication advises employees of the compensation (wages and fringe benefits) required to be paid or furnished under…