Continuation of Combined Synopsis-Solicitation_ 2-YEAR _ARFF AIRSTA SAC.pdf

NOTICE FOR FILING AGENCY PROTESTS

United States Coast Guard Ombudsman Program

It is the policy of the United States Coast Guard (USCG) to issue solicitations and make contract awards in a fair and timely manner. The Ombudsman Program for Agency Protests (OPAP) was established to investigate agency protest issues and resolve them without expensive and time- consuming litigation. OPAP is an independent reviewing authority that is empowered to grant a prevailing protester essentially the same relief as the Government

Accountability Office (GAO).

Interested parties are encouraged to seek resolution of their concerns within the USCG as an Alternative Dispute

Resolution (ADR) forum rather than filing a protest with the GAO or some external forum. Interested parties may seek resolution of their concerns informally or opt to file a formal agency protest with the Contracting Officer or

Ombudsman.

Informal Forum with the Ombudsman. Interested parties who believe a specific USCG procurement is unfair or otherwise defective should first direct their concerns to the applicable Contracting Officer. If the Contracting Officer is unable to satisfy their concerns, interested parties are encouraged to contact the U.S. Coast Guard Ombudsman for

Agency Protests. Under this informal process the agency is not required to suspend contract award performance. Use of an informal forum does not suspend any time requirement for filing a protest with the agency or other forum. In order to ensure a timely response, interested parties should provide the following information to the Ombudsman:

solicitation/contract number, contracting office, Contracting Officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman. Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the Contracting Officer through open and frank discussions. If the protester’s concerns are unresolved, an Independent Review is available by the Ombudsman. The protester may file a formal agency protest to either the Contracting Officer or as an alternative to that, the Ombudsman under the OPAP program.

Contract award or performance will be suspended during the protest period unless contract award or performance is justified, in writing, for urgent and compelling reasons or is determined in writing to be in the best interest of the

Government. The agency’s goal is to resolve protests in less than 35 calendar days from the date of filing. Protests shall include the information set forth in FAR 33.103(d) (2). If the protester fails to submit the required information, resolution of the protest may be delayed or the protest may be dismissed. To be timely protests must be filed within the period specified in FAR 33.103(e). Formal protests filed under the OPAP program should be submitted electronically to OPAP@uscg.mil and the Contracting Officer or by hand delivery to the Contracting Officer.

Election of Forum. After an interested party protests a Coast Guard procurement to the Contracting Officer or the

Ombudsman, and while the protest is pending, the protester agrees not to file a protest with the GAO or other external forum. If the protest is filed with an external forum, the agency protest will be dismissed.

mailto:OPAP@uscg.mil

CONTINUATION OF COMBINED SYPNOSIS /

SOLICITATION# 70Z08422RA1152800

TABLE OF CONTENTS

SECTION I – CONTRACT CLAUSES, TERMS, AND CONDITIONS…………..Page 03

SECTION II – SCHEDULE OF SUPPLIES/SERVICES………………..…………..Page 04

SECTION III – LIST OF ATTACHMENTS/EXHIBITS…………………………....Page 24

SECTION IV – SOLICITATION PROVISIONS…………………………………….Page 25

SECTION V – PROPOSAL SUBMISSION INSTRUCTIONS…………………….Page 27

SECTION VI – EVALUATION OF OFFER……………………………….…………Page 30

SECTION VII – OFFEROR REPRESENTATIONS AND CERTIFICATIONS...…Page 31

CONTINUATION OF COMBINED SYNOPSIS/SOLICITATION

CONTRACT CLAUSES, TERMS, AND CONDITIONS

FAR 52.212-4 - Contract Terms and Conditions -- Commercial Products and Commercial

Services (Nov 2021) ADDENDUM

(1) Contract Management

Notwithstanding the Contractor’s responsibility for total management during the performance of the contract, the administration of the contract will require maximum coordination between the

Government and the Contractor. The individuals listed below will be the Government points of contact during the performance period.

Contract Administration: The USCG Director of Operational Logistics (DOL), Commercial

Support Services Branch will perform all contract administration. Communications pertaining to contractual administrative matters shall be addressed to the Contracting Officer (KO) or the Contract

Specialist (KS). Changes in, or deviations from, the PWS or terms and conditions of the contract shall not be affected without written modification to the contract as executed by a DOL-932 KO.

The Contracting Officer’s Representative (COR) is a Government employee designated in writing by the KO to act as a technical advisor for the KO for services/items within the scope of the contract.

The COR performs functions such as review and/or inspection and acceptance of supplies and services and of a technical nature. A designation letter will set forth the name of the COR/CORs and the authorities and limitations of the COR(s) under the contract. This person does not have a warrant that provides the authority to contractually commit the Government or to modify any terms and conditions of a contract.

(2) Invoice Procedures

You will submit proper invoices associated with this award through the Invoice Processing Platform

(IPP) at https://www.ipp.gov/. IPP is a secure web-based electronic invoicing system provided by the

U.S. Department of the Treasury’s Bureau of the Fiscal Service in partnership with the Federal

Reserve Bank of St. Louis (FRSTL). IPP is available at no cost to any commercial vendor or independent contractor doing business with a participating government agency.

Actions to take:

If you are already enrolled in IPP:

If your company is already registered to use IPP, you will not be required to re-register and you do not need to contact IPP.

If you are NOT already enrolled in IPP:

The point of contact you provided in your SAM.gov registration will receive two emails from ipp.noreply@mail.eroc.twai.gov. Please note that emails from this email address may filter into your spam or junk folder:

1. The first email will have the IPP Logon ID and a link to the IPP application.

https://www.ipp.gov/ mailto:ipp.noreply@mail.eroc.twai.gov

2. A second email, which will be sent within 24 hours of the first email, contains a temporary password.

Once your contact receives these emails, please ensure they log into IPP and complete the registration process.

Once registered to use IPP, your company may submit invoices electronically, receive e-mail notifications when requests are paid, view payment history, and access remittance downloads. The e-mail notification of payment is sent when a payment is distributed to your bank account and may include the following payment information: Date of payment, dollar amount, invoice number, paying agency, payee name, and ACH trace number.

Vendor training materials, including a first time login tutorial, are available on the https://www.ipp.gov/ website. Once you have logged in to the IPP application, you will have access to user guides that provide step-by-step instructions for all IPP capabilities, ranging from creating and submitting an invoice to setting up email notifications. Live webinars are held monthly and provide a great opportunity to learn the basic of the system and to call in and ask the IPP team questions about the IPP application.

IPP Customer Support is available to assist users of the system and can answer your questions related to accessing IPP or completing the registration process.

Toll-free number: 866-973-3131

Email address: IPPCustomerSupport@fiscal.treasury.gov

Hours of operation: Monday through Friday (excluding bank holidays) from 8:00 am - 6:00 pm ET

A copy of the Invoice and Supporting documentation shall also be e-mailed to the assigned KS and

COR prior to or immediately after submitting your invoice to IPP as described above. Failure to do this may result in the delay of payment. POCs will be given at time of award.

(3) Schedule of Supplies/Services

CLIN Description Qty Unit Unit Price Total Amount

BASE YEAR (01 September 2022 - 31

August 2023)

00001 Airfield Operations and Management

Services(PWS 1,2,4, 4.3, 5.0 - 5.5) 12 Mo

00002

Aircraft Rescue and Fire Fighting (ARFF) and

Environmental Services (PWS 3.1, 4.0.- 4.2,

5.10 all (C-27J and/or C-130 ) and 5.11.

12 Mo

Total for CLINS

00001-00002

00003 Truck Repair For Above Routine Maintenance ( PWS 3.1) https://www.ipp.gov/

CLIN 00003 is an estimate based on the average of the task orders for the past five years. The labor rate will be used to price work under

00003 PWS Paragraph 3.1 for specific maintenance repair work that cannot be identified in sufficient detail to be included in Contract line items

00001 through 00002. The labor unit price shall include all direct and indirect costs associated with performing a task hour of work including, but not limited to, direct wages, health and welfare benefits, FICA, FYA, WC, all federal and state benefits, excise taxes, overhead, G & A and profit, This work is subject to wage rates under the Service Contract Labor Standards.

SUB

CLIN

Description

Est

Qty Unit Unit Price Annual Price

00003A Auto Mechanic (General Clauses, Modifications and (PWS 3.1) 40 Hr

The costs of materials, parts, and supplies will be reimbursed at cost plus Fixed Burden Rates (FBR) established below. These costs shall be used for bidding purposes only, the actual amounts will fluctuate. The unburdened costs are estimates only. The price for these items shall be calculated using the estimated amounts multiplied times (and added to) offer's FBR. FBRs shall be entered as a decimal number, not as a percentage (E.G. A FBR of 5% is entered as 0.05). The FBR is defined as all additional costs for handling and overhead to include all burden, profit, overhead and G&A ( including burden associated with Contractor's use of government furnished equipment and property).

SUB

CLIN

Description

Est

Qty Unit Unit Price Annual Price

00003B Cost Materials, Supplies, Parts 1 LOT

00003C Contractor’s FBR ( see e.g. in note above)

Total 00003B +

00003C

Subcontracting costs will be reimbursed at cost plus Fixed Burden Rates (FBR) established below. These costs shall be used for bidding purposes only, the actual amounts will fluctuate. The unburdened costs are estimates only. The price for these items shall be calculated using the estimated amounts multiplied times (and added to) offer's FBR. FBRs shall be entered as a decimal number, not as a percentage (E.G. A FBR of 5% is entered as 0.05). The FBR is defined as all additional costs for handling and overhead to include all burden, profit, overhead and G&A ( including burden associated with Contractor's use of government furnished equipment and property).

SUB

CLIN

Description

Est

Qty Unit Unit Price Annual Price

00003D Cost Sub-Contracting 1 LOT

00003E Contractor’s FBR ( see e.g. in note above) 1 EA

Total 00003D + 00003E

Total ALL CLIN 00003

Total BASE YEAR Amount (All CLINS)

CLIN Description Qty Unit Unit Price Total Amount

OPTION YEAR 1 (01 September 2023 - 31

August 2024)

10001 Airfield Operations and Management

Services(PWS 1,2,4, 4.3, 5.0 - 5.5) 12 Mo

10002

Aircraft Rescue and Fire Fighting (ARFF) and

Environmental Services (PWS 3.1, 4.0.- 4.2,

5.10 all (C-27J and/or C-130 ) and 5.11.

12 Mo

Total for CLINS

10001-10002

10003 Truck Repair For Above Routine Maintenance ( PWS 3.1)

CLIN 10003 is an estimate based on the average of the task orders for the past five years. The labor rate will be used to price work under

10003 PWS Paragraph 3.1 for specific maintenance repair work that cannot be identified in sufficient detail to be included in Contract line items

10001 through 10002. The labor unit price shall include all direct and indirect costs associated with performing a task hour of work including, but not limited to, direct wages, health and welfare benefits, FICA, FYA, WC, all federal and state benefits, excise taxes, overhead, G & A and profit, This work is subject to wage rates under the Service Contract Labor Standards.

SUB

CLIN

Description

Est

Qty Unit Unit Price Annual Price

10003A Auto Mechanic (General Clauses, Modifications and (PWS 3.1) 40 Hr

The costs of materials, parts, and supplies will be reimbursed at cost plus Fixed Burden Rates (FBR) established below. These costs shall be used for bidding purposes only, the actual amounts will fluctuate. The unburdened costs are estimates only. The price for these items shall be calculated using the estimated amounts multiplied times (and added to) offer's FBR. FBRs shall be entered as a decimal number, not as a percentage (E.G. A FBR of 5% is entered as 0.05). The FBR is defined as all additional costs for handling and overhead to include all burden, profit, overhead and G&A ( including burden associated with Contractor's use of government furnished equipment and property).

SUB

CLIN

Description

Est

Qty Unit Unit Price Annual Price

10003B Cost Materials, Supplies, Parts 1 LOT

10003C Contractor’s FBR ( see e.g. in note above) 1 EA

Total 10003B +

10003C

Subcontracting costs will be reimbursed at cost plus Fixed Burden Rates (FBR) established below. These costs shall be used for bidding purposes only, the actual amounts will fluctuate. The unburdened costs are estimates only. The price for these items shall be calculated using the estimated amounts multiplied times (and added to) offer's FBR. FBRs shall be entered as a decimal number, not as a percentage (E.G. A FBR of 5% is entered as 0.05). The FBR is defined as all additional costs for handling and overhead to include all burden, profit, overhead and G&A ( including burden associated with Contractor's use of government furnished equipment and property).

SUB

CLIN

Description

Est

Qty Unit Unit Price Annual Price

10003D Cost Sub-Contracting 1 LOT

10003E Contractor’s FBR ( see e.g. in note above) 1 EA

Total 10003D + 10003E

Total ALL CLIN 10003

Total OPTION YEAR ONE Amount (All

CLINS)

(4) FAR Clause 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 calendar days of the expiration of the contract; 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 2 years.

(5) FAR Clause 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 calendar days prior to expiration of contract.

(6) FAR Clause 52.252-2 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. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

Federal Acquisition Regulation (FAR): https://www.acquisition.gov/browse/index/far

Homeland Security Acquisition Regulation (HSAR): https://www.acquisition.gov/hsar

FAR 52.202-1 Definitions Nov-2013

FAR 52.203-3 Gratuities Apr-1984

FAR 52.203-12

Limitation on Payments to Influence

Certain Federal Transactions June-2020

FAR 52.204-4

Printed or Copied Double-Sided on

Postconsumer Fiber Content Paper May-2011

FAR 52.204-9

Personal Identity Verification of

Contractor Personnel Jan-2011

FAR 52.204-13

System for Award Management

Maintenance Oct-2018

FAR 52.204-18

Commercial and Government Entity

Code Maintenance Aug-2020

FAR 52.212-4

Contract Terms and Conditions --

Commercial Items Oct-2018

FAR 52.222-1

Notice to the Government of Labor

Disputes Feb-1997

FAR 52.223-1 Biabased Product Certification May-2012

FAR 52.223-2

Affirmative Procurement of Biobased

Products Under Service And Construction

Contracts. Sep-2013

FAR 52.223-3

Hazardous Material Identification and

Material Safety Data Alternate I (Jul

1995) Feb-2021

FAR 52.223-5

Pollution Prevention and Right-to-Know

Information May-2011

FAR 52.223-6 Drug-Free Workplace May-2001

FAR 52.223-10 Waste Reduction Program May-2011

FAR 52.223-17

Affirmative Procurement of EPA-

Designated Items in Service and

Construction Contracts Aug-2018

FAR 52.228-5

Insurance-Work on a Government

Installation Jan-1997

FAR 52.229-3 Federal, State, and Local Taxes Feb-2013

FAR 52.232-18 Availability of Funds Apr-1984

FAR 52.232-39

Unenforceability of Unauthorized

Obligations Jun-2013

FAR 52.232-40

Providing Accelerated Payment to Small

Business Subcontractors Nov-2021

FAR 52.237-2

Protection of Government Buildings, Equipment and Vegetation Apr-1984

FAR 52.237-3 Continuity of Services Jan-1991

FAR 52.242-13 Bankruptcy Jul-1995

FAR 52.242-15 Stop Work Order Aug-1989

FAR 52.244-6

Subcontracts for Commercial Products and Commercial Services Jan-2022

FAR 52.245-1 Government Property Sep-2021

FAR 52.245-9 Use and Charges Apr-2012

FAR 52.248-1 Value Engineering Oct-2010

HSAR 3052.211-70 Index for Specifications Dec-2003

HSAR 3052.222-70

Strikes or Picketing Affecting Timely

Completion of the Contract Work Dec-2003

HSAR 3052.223-70

Removal or Disposal of Hazardous

Substances –Applicable Licenses and

Permits (30 days) Jun-2006

HSAR 3052.223-90 Accident and Fire Reporting (USCG) Dec-2003

(7) 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 Department of Homeland Security Acquisition

Regulation (HSAR) clause with an authorized deviation is indicated by the addition of

“(DEVIATION)” after the name of the regulation.

(8) HSAR Clause 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 is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference:

(a) Clauses.

_X__ 3052.204-71 - Contractor Employee Access.

_X__ 3052.205-70 - Advertisement, Publicizing Awards, and Releases.

_X__ 3052.228-70 - Insurance.

_X__ 3052.242-72 - Contracting Officer’s Representative.

(9) DHS Class HSAM Deviation, Limitation of Government’s Obligation

The following clause provides for incremental funding and is a deviation to HSAM 3032.702(e). It is applicable during the event of a continuing resolution to fund government operations enacted by

Congress until the regular appropriation is enacted. It would be applicable in this event during the base or any subsequent option years. In addition, written notice will provided in specific contract modifications.

(a) Contract line item(s) listed below are incrementally funded or fully funded as shown in the below table. For these item(s), the sum of $ * of the total price is presently available for payment and allotted to this contract. This funding table will be updated in each contract action that provides additional funds, if any. (Amounts below will be added by each incremental funding modification when issued)

CLIN CLIN Price

Currently Allotted

Funding

Funds Required for

Complete Funding

(b) For item(s) identified in paragraph (a) as not fully funded, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement of authorized termination costs in the event of termination of those item(s) for the Government’s convenience, does not exceed the total amount currently allotted to the items not fully funded under the contract. The Contractor is not authorized to continue work on those item(s) beyond that point.

The total amount payable by the Government in the event of such termination of those contract line item(s) identified in paragraph (a) above includes costs, profit, and estimated/negotiated termination settlement costs for those item(s). The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the line items of the contract regardless of anything to the contrary in any other clause, such as the clause entitled “Termination for Convenience of the

Government” or paragraph (l) entitled “Termination for the Government’s Convenience” of the clause at FAR 52.212-4, “Commercial Terms and Conditions-Commercial Items.”

(c) Notwithstanding paragraph (i) of this requirement, the Contractor will notify the Contracting

Officer in writing at least _thirty days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state (1) the estimated date when that point will be reached and (2) an estimate of additional funding, if any, needed to continue performance. The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this contract. If after such notification additional funds are not allotted by the date identified in the

Contractor’s notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not been allotted, pursuant to the clause of this contract authorizing termination for the convenience of the government, such as the clause entitled

“Termination for Convenience of the Government” or paragraph (l) entitled “Termination for the

Government’s Convenience” of the clause at FAR 52.212-4, “Commercial Terms and Conditions-

Commercial Items.”

(d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a), the parties will agree as to the period of contract performance which will be covered by the funds. The provisions of paragraphs (b) through (d) will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a).

(f) The termination provisions of paragraphs (a) through (i) do not limit the rights of the Government under the clause entitled “Default” or “Termination for Cause.” The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a). This clause no longer applies once the contract is fully funded.

(g) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled “Termination for Convenience of the Government” or paragraph (l) entitled “Termination for the Government’s Convenience” of the clause at FAR 52.212-4, “Commercial Terms and Conditions-Commercial Items.”

(h) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. 1342.

(i) The parties contemplate that the Government will allot funds to this contract from time to time as the need arises and as funds become available. There is no fixed schedule for providing additional funds.

(10) Contractor’s Releases.

The Government may require the Contractor to complete Contractor’s Releases (DHS Form 700-3 or an equivalent form) at the completion of the contract.

(11) Licenses and Permits.

The Contractor shall be responsible for obtaining any necessary licenses and permits, giving all notice and complying with any applicable federal, state, local, and municipal laws, codes, ordinances, and regulations in connection with the business carried on under this contract.

(12) HSAR Clause 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 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.

(13) FAR 52.203-17 Contractor Employee Whistleblower Rights and Requirement to

Inform Employees of Whistleblower Rights (Jun 2020) (DHS-USCG DEVIATION 14-01)

This 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 the NDAA for FY 2013 (Pub. L. 112-239) and

FAR 3.908.

The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 10 U.S.C. 2409, as described in section 3.908 of the FAR.

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

(14) FAR 52.216-18 – Ordering (Aug 2020)

(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 Base Period through Contract Expiration.

(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) A delivery order or task order is considered "issued" when-

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either-

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(15) 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 $1,000.00, 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 $4,500,000.00;

(2) Any order for a combination of items in excess of $4,500,000.00; or

(3) A series of orders from the same ordering office within 30 calendar 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 5 calendar 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.

(16) 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 02/28/2025.

(17) FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems

(Nov 2021)

(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 Government 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).

Information 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. 3502).

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

(b) Safeguarding requirements and procedures.

(1) 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.

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(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 products or commercial services, 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.

(18) CGAP Subchapter 3004.1301-90 Policy for a Common Identification Standard for

Federal Employees and Contractors and Trusted Associate Sponsorship System

(TASS) (July 2016)

“Contractor employee” means an employee of a firm, or an individual, under contract or subcontract to the Coast Guard to provide services and who requires physical and/or logical access to information systems and/or facilities. Homeland Security Presidential Directive

(HSPD)-12 mandates a Federal standard for secure and reliable forms of identification for

Federal employees and contractor employees. The Common Access Card (CAC) is a personal identification card for the Department of Defense/Uniformed Services and complies with HSPD-12. The Coast Guard has instituted the CAC as its HSPD-12 compliant personal identification card for contractor and subcontractor employees who are required to access a Coast Guard, Department of Defense (DoD), or other federally-controlled computer information system and/or facility, or need public key infrastructure

(PKI) authentication to perform their contractual duties. The Trusted Associate

Sponsorship System (TASS) is the automated application process for obtaining a CAC.

Contractor and subcontractor employees working pursuant to this contract who are required to access a Coast Guard, DoD, or other federally-controlled computer information system and/or facility, or need PKI authentication to perform their contractual duties shall use

TASS to obtain a CAC.

The Contracting Officer Representative (COR) shall serve as the TASS Trusted Agent and is responsible for creating contractor accounts in the TASS approving, returning, or rejecting CAC applications (as applicable); re-verifying assigned contractors every six months; revoking contractor and employee eligibility for a CAC; and confiscating a CAC when the contract expires or when a contractor or subcontractor employee stops working under the contract. Current standards require a favorable fingerprint check and verification of an initiated or completed investigation for all incoming Coast Guard contractor personnel before CAC issuance. The COR shall ensure that contractor personnel satisfy the security requirements for CAC issuance, and that completed fingerprint cards and electronic questionnaires for investigation processing are submitted to the U.S. Coast

Guard Security Center (SECCEN).

The COR or Contracting Officer shall provide such forms to, or request such information from, contractor employees that may be necessary for obtaining a CAC via the TASS.

Completed forms and information shall be submitted as directed by the COR or

Contracting Officer. Contractors are responsible for the accuracy and completeness of the information submitted and for any liability resulting from the Government’s reliance on inaccurate or incomplete information.

Contractor or subcontractor employees who are declined via the TASS are ineligible to perform work under this contract. When an employee with a CAC is no longer performing work under this contract, the employee must return them to the COR or Contracting

Officer on the same day the employee stops working.

The contractor shall insert this clause in all subcontracts when a subcontractor’s employee is required to access a Coast Guard, DoD, or other federally-controlled computer information system and/or facility, or need PKI authentication to perform contractual duties.

(19) FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or

Executive Orders-Commercial Products and Commercial Services (May 2022)

(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 products and commercial services:

(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 (Nov 2021)

(Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L.

115-232).

https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25

(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 and 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 products and commercial services:

XX(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with

Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

XX (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov

2021) (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.)

XX(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards

(Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

XX(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).

XX (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) (31 U.S.C. 6101 note).

XX (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Sep

2021) (15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (Sep 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer)

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

__ (13) [Reserved]

__ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C.

644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C.

644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

XX (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 (Nov 2021) (15 U.S.C.

637(d)(4)).

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