Attachment 1 FAR and HSAR Provisions and Clauses and USCG Invoice instructions.doc

Attachment 1 FAR and HSAR Provisions and Clauses and USCG Invoice instructions

USCG RFQ# 70Z02321QP30H0200

1) FAR and DHS Clauses A. Federal Acquisition Regulation (FAR)

· 52.212-3 Offeror Representations and Certifications - Commercial Items (November 2017):

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 http://www.sam.gov/portal. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u) of this provision.

· 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -Commercial Items (November 2017)

(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) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

_X_ (2) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

_X_ (3) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C. 3332).

_X_ (4) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(12)).

· 52.252-2 Clauses Incorporated by Reference (February 1998)

· 52.212-1 Instructions to Offerors - Commercial Items (January 2017)

· 52.212-4 Contract Terms and Conditions - Commercial Items (January 2017)

B. Homeland Security Acquisition Regulation (HSAR)

· 3052.209-70 Prohibition on Contracts with Corporate Expatriates (June 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 an acquisition described in section 835(b)(1) 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 4-year period beginning on the date which is 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 3009.108-7001 through 3009.108-7003;

__ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.108-7001 through 3009.108-7003, but it has submitted a request for waiver pursuant to 3009.108-7004, which has not been denied; or

__ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.108-7001 through 3009.108-7003, but it plans to submit a request for waiver pursuant to 3009.108-7004.

(g) A copy of the approved waiver, if a waiver has already been granted, or the waiver request, if a waiver has been applied for, shall be attached to the bid or proposal.

· 3052.212-70 Contract Terms and Conditions Applicable to DHS Acquisition of Commercial Items (September 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 clause is incorporated by reference:

(a) Clause.

X 3052.247-72 F.o.B. Destination Only.

2) Vendor Payment / Invoice submission Information

(a) WHEN TO SUBMIT: The contractor must first:

(1) Receive a fully-executed purchase order, contract, delivery order or task order

(2) Provide the requirements / delivery all items

(3) Have ACTIVE status in the System for Award Management (SAM) at https://www.sam.gov

(b) INVOICE CONTENT: Each invoice must contain the following information:

(1) Invoice Date

(2) Invoice Number

(3) Purchase Order Number or Contract Number or Contract and Delivery/Task Order Number

(4) Contractor’s Name

(5) Contractor’s Address

(6) Contractor’s DUNS

(7) Contracting Officer’s Name :

Jacqueline Brown

(8) Contracting Officer’s Representative’s (COR’s):

James Spilsbury

(9) Invoice Routing Code (IRC) assigned by the Coast Guard:

IRC 9122

(10) Period of Performance for Work Invoiced or date of delivery

(11) Contract Line Item Number(s) (CLIN(s)) and Description (if applicable)

(12) CLIN units for the period (if applicable), CLIN rate (if applicable), CLIN Total (if applicable)

(13) Invoice Total

(14) Discount Offerings

(15) Status as a Small Business (if applicable) for accelerated payment

(16) The last invoice submitted for this award must be clearly labeled with “FINAL INVOICE.”

(17) NOTE: A request for payment is proper if it includes the items required by the clause at FAR 52.232-25, Prompt Payment [(a)(3)(i) through (a)(3)(ix), with common items captured in the list above] and those items are accurate. If a request for payment does not include all the items required by the clause at FAR 52.232-25, Prompt Payment, or any information is inaccurate, then the request is not proper and will be returned to the contractor with a statement of the reason(s) it is not proper.

(c) HOW TO SUBMIT:

(1) The contractor must submit each invoice in accordance with the Coast Guard Vendor information above, at: https://www.uscg.mil/fincen/electron/. The contractor must not submit duplicate copies of the invoice.

(2) The contractor must email the invoice and supporting documentation to include the invoice receipt generated by FINCEN from step (c)(1) above to the COR/PM and then Contract Specialist and Contracting Officer. Failure to email the invoice and supporting documentation to the following contacts may result in invoice rejection or delay in payment:

Anastasia.M.Freddino@uscg.mil Contract Specialist

Jacqueline.Brown@uscg.mil Contracting Officer

James.D.Spilsbury@uscg.mil COR / PM

(d) PROMPT PAYMENT INFORMATION: In accordance with the Prompt Payment Act, for the purposes of determining a payment due date and the date on which interest will begin to accrue if a payment is late, a proper invoice date is:

(1) On the later of:

(i) For invoices that are mailed, the date a proper invoice is actually received by the designated billing office and annotates the invoice with date of receipt at the time of receipt.

(ii) For invoices electronically transmitted by the contractor via web based submission, the date a transmission is received by the designated billing office, and receipt confirmation is provided to the designated recipient; or

(ii) The seventh day after the date on which the property is actually delivered or performance of the services is actually completed; unless—

a) The agency has actually accepted the property or services before the seventh day in which case the acceptance date must substitute for the seventh day after the delivery date; or

b) A longer acceptance period is specified in the contract, in which case the date of actual acceptance or the date on which such longer acceptance period ends must substitute for the seventh day after the delivery date;

(2) On the date placed on the invoice by the contractor, when the agency fails to annotate the invoice with date of receipt of the invoice at the time of receipt (such invoice must be a proper invoice); or

(3) On the date of delivery, when the contract specifies that the delivery ticket may serve as an invoice.

(4) Web-based submission by the contractor and receipt confirmation does not reflect Government review or acceptance of the invoice.

(5) Payment inquiries and status may be obtained at the following website: https://www.uscg.mil/fincen/electron/

(e) Failure to follow any of these instructions will result in invoice rejection.