Award_HSBP1017C00065.pdf

HSBP1017C00065

Continuation of SF 1149 from Item 20

TABLE OF CONTENTS

SECTION 1 SCHEDULES………………………………………………………...…..……………………...2

1.1 SCHEDULE OF SUPPLIES/SERVICES…………………….………….……………………………2

1.2 ACCOUNTING AND APPROPRIATION DATA…………………………………………………...2

1.2 DELIVERY SCHEDULE………………………………………………...……………..……...….….2

SECTION 2 CONTRACT CLAUSES……….………………..…………………..……..………...….….….3

2.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)……..……..…….……...…3

2.2 52.203-17 CONTRACT EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENTS TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)….3

2.3 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016.3

2.4 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)…………….3

2.5 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JAN 2017) ..……3

2.6 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUL 2013)…..……...3

2.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2017)…………….….…3

2.8 HSAR 3052.209-70 PROHIBITION ON CONTRACTS WITH CORPORATE

EXPATRIATES (JUN 2006)………………………………………………………………….…..…..9

2.9 HSAR 3052.212-70 CONTRACT TERMS AND CONDITIONS APPLICABLE TO DHS

ACQUISITION OF COMMERCIAL ITEMS (SEP 2012)…………………………………..………11

2.10 52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS

SUBCONTRACTORS (DEVIATION)………………………………………………………………12

2.11 52.216-1 TYPE OF CONTRACT (APR 1984)…….......………………………....…..…….………..13

2.12 CONTRACTING OFFICER'S AUTHORITY (MAR 2003)…………….......................................…13

2.13 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS - INVOICE PROCESSING

PLATFORM (IPP) (JAN 2016)………………………………………………………………………13

2.14 GOVERNMENT CONSENT OF PUBLICATION/ENDORSEMENT (MAR 2003)……………….14

2.15 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE (JUL 2014)…………..…14

2.16 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL

REPRESENTATIVE (DEC 2003)………………………………………………………………

2.17 52.246-16 RESPONSIBILITY FOR SUPPLIES……………………………………………………..15

SECTION 6 LIST OF ATTACHMENTS………………………….……………………………….….…...16

Attachment 1 – Statement of Work………………………………….………………………………….….…17

SECTION 1

SCHEDULES

A.1 SCHEDULE OF SUPPLIES/SERVICES

ITEM # DESCRIPTION QTY UNIT UNIT PRICE EXT. PRICE

10 CCEP 10 Untrained Detector Dogs 10.000 EA $7,100.00 $71,000.00

Total Funded Value of Award: $71,000.00

A.2 ACCOUNTING and APPROPRIATION DATA

ITEM # ACCOUNTING and APPROPRIATION DATA AMOUNT

10 6100.2525USCSGLCS0942050400ZCEP17500AB0200000000 110962525

TAS# 07020172017 0530000

$71,000.00

A.3 DELIVERY SCHEDULE

DELIVER TO: ITEM # QTY DELIVERY DATE

Customs and Border Protection Sgt Sims St Bldg 11624 El Paso, TX 79908

10 10.000 08/25/2017

SECTION 2

CONTRACT CLAUSES

2.1 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):

www.acquisition.gov

I. FEDERAL ACQUISITION REGULATION (48 CHAPTER 1) CLAUSES

NUMBER TITLE

2.2 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)

2.3 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTEANCE (JUL 2011)

2.4 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

2.5 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (JAN 2017)

2.6 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

2.7 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 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) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

[X] Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78)

(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:

[Contracting Officer check as appropriate]

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT

1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

[X] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

[] (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.)

[] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2013) (Pub. L.

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

[] (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (JUL 2010) (Pub. L.

111-5).

[] (6) 52.204-14, Service Contract Reporting Requirements (JAN 2014) (Pub. L. 111-117, section 743 of

Div. C).

[] (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (JAN 2014)

(Pub. L. 111-117, section 743 of Div. C).

[] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (AUG 2013) (31 U.S.C. 6101 note).

[] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (JUL 2013) (41

U.S.C. 2313)

[] (10) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (MAY 2012) (section

738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

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

[] (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011)

(if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (13) [Reserved]

[X] (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

[] (ii) Alternate I (OCT 1995) of 52.219-7.

[] (iii) Alternate II (MAR 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (JUL 2013) (15 U.S.C. 637(d)(2) and (3)).

[] (17) (i) 52.219-9, Small Business Subcontracting Plan (JUL 2013) (15 U.S.C. 637(d)(4).

[] (ii) Alternate I (OCT 2001) of 52.219-9.

[] (iii) Alternate II (OCT 2001) of 52.219-9.

[] (iv) Alternate III (JUL 2010) of 52.219-9.

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

[] (19) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

[] (20) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (21)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns

(OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

[] (ii) Alternate I (JUN 2003) of 52.219-23.

[] (22) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and

Reporting (JUL 2013) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (23) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (OCT

2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (24) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15

U.S.C. 657f).

[] (25) 52.219-28, Post Award Small Business Program Rerepresentation (JUL 2013) (15 U.S.C. 632(a)(2)).

[] (26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business

(EDWOSB) Concerns (JUL 2013) (15 U.S.C. 637(m)).

[] (27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (JUL 2013) (15 U.S.C. 637(m)).

[X] (28) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X] (29) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2014) (E.O. 13126).

[X] (30) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

[] (31) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

[] (32) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

[] (33) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

[] (34) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[] (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010)

(E.O. 13496).

[] (36) 52.222-54, Employment Eligibility Verification (AUG 2013). (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.)

[] (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products

Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

[] (38) 52.223-15, Energy Efficiency in Energy--Consuming Products (DEC 2007) (42 U.S.C. 8259b).

[] (39)(i) 52.223-16, IEEE 1689 Standard for the Environmental Assessment of Personal Computer Products

(DEC 2007) (E.O. 13423).

[] (ii) Alternate I (DEC 2007) of 52.223-16.

[X] (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011).

[] (41) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-10d).

[] (42)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (NOV 2012) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

[] (ii) Alternate I (MAR 2012) of 52.225-3.

[] (iii) Alternate II (MAR 2012) of 52.225-3.

[] (iv) Alternate III (NOV 2012) of 52.225-3.

[] (43) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[] (44) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (JUL 2013)

(Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302 Note).

[] (46) 52.226-4, Notice of Disaster or Emergency Area set-Aside (NOV 2007)

[] (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007)

[] (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 255(f), 10

U.S.C. 2307(f)).

[] (49) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C.

2307(f)).

[X] (50) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (JUL 2013) (31

U.S.C. 3332).

[] (51) 52.232-34, Payment by Electronic Funds Transfer--Other than System for Award Management (JUL

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

[] (52) 52.232-36, Payment by Third Party (JUL 2013) (31 U.S.C. 3332).

[] (53) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (54)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C.

Appx 1241(b) and 10 U.S.C. 2631).

[] (ii) Alternate I (APR 2003) of 52.247-64.

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

[Contracting Officer check as appropriate.]

[] (1) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq).

[] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41 U.S.C.

351, et seq).

[] (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and

Option Contracts) (SEP 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq).

[] (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (SEP 2009) (29

U.S.C. 206 and 41 U.S.C. 351, et seq).

[] (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (NOV 2007) (41 U.S.C. 351, et seq.).

[] (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--

Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

[] (7) 52.222-17, Nondisplacement of Qualified Workers (JAN 2013) (E.O.13495).

[] (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAR 2009) (Pub. L. 110-

247).

[] (9) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).

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

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

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

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

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the

Contractor is not required to flow down any FAR clause, other than those in paragraphs (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (JUL 2013) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Non-displacement of Qualified Workers (JAN 2013) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010)

(E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

[] Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (NOV 2007) (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain

Services-Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (AUG 2013).

(xiii) 52.225-26, Contractors Performing Private Security Functions Outside the United States (JUL 2013)

(Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302 Note).

(xiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAR 2009) (Pub. L. 110-

247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C.

Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

(End of clause)

2.8 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.

(End of Clause)

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

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

(a) Provisions.

[] 3052.209-72 Organizational Conflicts of Interest.

[] 3052.216-70 Evaluation of Offers Subject to An Economic Price Adjustment Clause.

[] 3052.219-72 Evaluation of Prime Contractor Participation in the DHS Mentor Protégé Program.

(b) Clauses.

[] 3052.203-70 Instructions for Contractor Disclosure of Violations.

[] 3052.204-70 Security Requirements for Unclassified Information Technology Resources.

[] 3052.204-71 Contractor Employee Access.

[] Alternate I

[] 3052.205-70 Advertisement, Publicizing Awards, and Releases.

[] 3052.209-73 Limitation on Future Contracting.

[] 3052.215-70 Key Personnel or Facilities.

[] 3052.216-71 Determination of Award Fee.

[] 3052.216-72 Performance Evaluation Plan.

[] 3052.216-73 Distribution of Award Fee.

[] 3052.219-70 Small Business Subcontracting Plan Reporting.

[] 3052.219-71 DHS Mentor Protégé Program.

[] 3052.228-70 Insurance.

[] 3052.236-70 Special Provisions for Work at Operating Airports.

[X] 3052.242-72 Contracting Officer’s Technical Representative.

[] 3052.247-70 F.o.B. Origin Information.

[] Alternate I

[] Alternate II

[] 3052.247-71 F.o.B. Origin Only.

[] 3052.247-72 F.o.B. Destination Only.

2.10 52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS

SUBCONTRACTORS (DEVIATION)

This clause implements the temporary policy provided by OMB Policy Memorandum M-12-16, Providing Prompt Payment to Small Business Subcontractors, dated July 11, 2012.

(a) Upon receipt of accelerated payments from the Government, the contractor is required to make accelerated payments to small business subcontractors to the maximum extent practicable after receipt of a proper invoice and all proper documentation from the small business subcontractor.

(b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns.

(c) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment

Act.

2.11 CONTRACT TYPE (OCT 2008)

This is a Firm Fixed Price (FFP) contract.

2.12 CONTRACTING OFFICER'S AUTHORITY (MAR 2003)

The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract. In the event the Contractor effects any changes at the direction of any person other than the Contracting Officer, the changes will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. The Contracting Officer shall be the only individual authorized to accept nonconforming work, waive any requirement of the contract, or to modify any term or condition of the contract. The Contracting Officer is the only individual who can legally obligate Government funds. No cost chargeable to the proposed contract can be incurred before receipt of a fully executed contract or specific authorization from the Contracting Officer.

2.13 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS - INVOICE PROCESSING

PLATFORM (IPP) (JAN 2016)

Beginning April 11, 2016, payment requests for all new awards must be submitted electronically through the U.

S. Department of the Treasury's Invoice Processing Platform System (IPP). Payment terms for existing contracts and orders awarded prior to April 11, 2016 remain the same. The Contractor must use IPP for contracts and orders awarded April 11, 2016 or later, and must use the non-IPP invoicing process for those contracts and orders awarded prior to April 11, 2016.

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in FAR 32.905(b), "Payment documentation and process" and the applicable Prompt Payment clause included in this contract. The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP:

_____NONE_______________________

The IPP was designed and developed for Contractors to enroll, access and use IPP for submitting requests for payment. Contractor assistance with enrollment can be obtained by contacting IPPCustomerSupport@fms.treas.gov or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the contracting officer.

2.14 GOVERNMENT CONSENT OF PUBLICATION/ENDORSEMENT (MAR 2003)

Under no circumstances shall the Contractor, or anyone acting on behalf of the Contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of this contract in any news release or commercial advertising without first obtaining explicit written consent to do so from the Contracting Officer

The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services.

[End of Clause]

2.15 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE (JUL 2014)

A. Contractor Performance Evaluations

Interim and final performance evaluation reports will be prepared on this contract or order in accordance with FAR Subpart 42.15. A final performance evaluation report will be prepared at the time the work under this contract or order is completed. In addition to the final performance evaluation report, an interim performance evaluation report will be prepared annually to coincide with the anniversary date of the contract or order.

Interim and final performance evaluation reports will be provided to the contractor via the Contractor Performance Assessment Reporting System (CPARS) after completion of the evaluation. The CPARS Assessing Official Representatives (AORs) will provide input for interim and final contractor performance evaluations. The AORs may be Contracting Officer’s Representatives (CORs), project managers, and/or contract specialists. The CPARS Assessing Officials (AOs) are the contracting officers (CO) or contract specialists (CS) who will sign the evaluation report and forward it to the contractor representative via CPARS for comments.

The contractor representative is responsible for reviewing and commenting on proposed ratings and remarks for all evaluations forwarded by the AO. After review, the contractor representative will return the evaluation to the AO via CPARS.

The contractor representative will be given up to fourteen (14) days to submit written comments or a rebuttal statement. Within the first seven (7) calendar days of the comment period, the contractor representative may request a meeting with the AO to discuss the evaluation report. The AO may complete the evaluation without the contractor representative’s comments if none are provided within the fourteen (14) day comment period.

Any disagreement between the AO/CO and the contractor representative regarding the performance evaluation report will be referred to the Reviewing Official (RO) within the division/branch the AO is assigned. Once the RO completes the review, the evaluation is considered complete and the decision is final.

Copies of the evaluations, contractor responses, and review comments, if any, will be retained as part of the contract file and may be used in future award decisions.

B. Designated Contractor Representative

The contractor must identify a primary representative for this contract and provide the full name, title, phone number, email address, and business address to the CO within 30 days after award.

C. Electronic Access to Contractor Performance Evaluations

The AO will request CPARS user access for the contractor by forwarding the contractor’s primary and alternate representatives’ information to the CPARS Focal Point (FP).

The FP is responsible for CPARS access authorizations for Government and contractor personnel. The FP will set up the user accounts and will create system access to CPARS.

The CPARS application will send an automatic notification to users when CPARS access is granted. In addition, contractor representatives will receive an automated email from CPARS when an evaluation report has been completed.

[End of Clause]

2.16 HSAR 3052.242-72 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (DEC 2003)

A. The Contracting Officer may designate Government personnel to act as the Contracting Officer's Technical

Representative (COTR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the Contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COTR under the contract.

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

[End of Clause]

2.17 52.246-16 -- Responsibility for Supplies (Apr 1984)

(a) Title to supplies furnished under this contract shall pass to the Government upon formal acceptance, regardless of when or where the Government takes physical possession, unless the contract specifically provides for earlier passage of title.

(b) Unless the contract specifically provides otherwise, risk of loss of or damage to supplies shall remain with the Contractor until, and shall pass to the Government upon --

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Acceptance by the Government or delivery of the supplies to the Government at the destination specified in the contract, whichever is later, if transportation is f.o.b. destination.

(c) Paragraph (b) of this section shall not apply to supplies that so fail to conform to contract requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Contractor until cure or acceptance. After cure or acceptance, paragraph (b) of this section shall apply.

(d) Under paragraph (b) of this section, the Contractor shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Government acting within the scope of their employment.

(End of Section)

SECTION 3

List of Attachments

Attachment 1 Statement of Work (SOW

(End of Section)

Attachment 1

STATEMENT OF WORK (SOW)

1. SCOPE OF WORK

a. The contractor shall procure and provide to Customs and Border Protection (CBP) canines that are suitable for training.

b. CBP has the option to procure up to 25% for additional canines from the RFQ stated quantity.

NOTE: CBP has one Canine Program at two locations. Hence, any canine that is presented for testing at one location either Front Royal or El Paso, is considered presented at both. Therefore, if a canine fails selection, this dog should not be presented again at either location; unless specifically requested/pre-approved by CBP.

2. CBP and CONTRACTOR’S RESPONSIBILITIES

a. The contractor is responsible for all transportation arrangements for shipment and retrieval and costs associated with those shipment and retrieval of the canine(s).

b. Any canine(s) that fails to pass the requirements or physical testing performed by CBP will not be accepted; the contractor will bear all expenses associated with the return of the canine to the contractor’s site within 7-days after receiving notification.

c. CBP will be responsible for the care and feeding of the canine(s) up to the 7th day; after such date, unless other arrangements have been made, all expenses incurred by CBP for the care of the canine(s) will be deducted from the contractor’s invoice for payment (rates will be based on standard commercial practices).

d. The contractor has 30-days after receipt of notification of non-acceptance to furnish a canine(s) replacement. After such date, CBP reserves the right to terminate any outstanding portion of the order, to allow CBP to purchase from a different vendors.

e. CBP shall make any and all determinations as to the acceptability/unacceptability of canines.

f. Upon completion of selection testing vendor will be afforded the opportunity for an out brief on failed canine(s). This out brief will consist of basic information on why canine(s) failed (i.e. lack of hunt drive, stable character issues, etc.).

g. The contractor shall not, in any case, make CBP responsible for the disposition of a medically defective canine(s).

h. CBP’s purchase process is typically carried out in three separate phases: Pre-Screening, Medical, and Behavioral Evaluations. A candidate canine must pass all three phases before CBP takes ownership.

CBP has 15 workdays after delivery to complete this process.

i. Consignment Process: All of the canine’s behavioral and medical evaluations take place while the canine is consigned to CBP at CBP-specified location. The contractor shall be responsible for paying transportation costs for all canines submitted to the CBP canine program for the evaluation process. The US Government is not responsible for paying transportation costs of any rejected canines back to the contractor’s location or to its original destination. The US Government shall not pay transportation costs for canines submitted or evaluation to CBP second or subsequent times.

j. Payment will be initiated after field test and medical have been cleared.

3. Canine Acceptance Criteria:

a. Breed. The canines shall be one of the following breeds: Labrador retriever, Golden Retriever, German Shepherd, Dutch Shepherd, and Belgian Malinois, or other working, herding or sporting breeds with prior approval by the selecting office.

b. Age. Canines must have a documented age of at least 12 months, but not more than 36 months of age, at time of the evaluation.

c. Weight. A healthy weight between 16 to 25% of body fat.

d. Height. Must represent the average standard of the breed.

e. Sex. Males and females are acceptable. Should a female be in “heat” at time of evaluation, her evaluation may be attempted at the discretion of the evaluation team, if it does not affect evaluation of other canines at the site.

f. Medical

All canines must be in excellent health with no acute or chronic disease or condition, which could either hamper their ability to perform, or would be excessively costly to treat. At the time of evaluation, each animal must be medically able to enter training. The cost of medical examinations performed by private veterinarians is not reimbursed by the government.

Prior to delivering canines, vendors must submit quality radiographs of hips as well as diagnostic elbow to CBP for nonbinding evaluation of elbow and hip conformation. This may help the vendor determine whether to present the canine for evaluation. Minimum data imprinted (“flashed”) permanently on the radiograph at the time of exposure will include canine identification (name, tattoo/brand number, and/or microchip number), whelping date (or age at time of radiographic examination), and date of examination.

a). The following documentation shall accompany the canine at the time of delivery:

1). Current health certificate administered by a licensed veterinarian will address the items listed below.

2). Current vaccination records. See Paragraph below.

3). Current X-rays/radiographs (obtained less than sixty (60) days from the date of delivery) of the pelvis and hip area and the elbows of each forelimb in accordance with Paragraph below.

4). Pedigrees, registration certificates, scorebooks, breed surveys and other proof of lineage or related paperwork if applicable.

5). To ensure proper identification, All canines must have a readable microchip implanted, easily read by CBP, when presented for selection or they will not be evaluated. All canines submitted for evaluation must have flat leather or nylon collars with the canines’ name and procurement number affixed to the collars. The collars must be strong enough to restrain the canines.

Upon arrival at the designated training site, veterinary officers assigned to the CBP or private veterinary facility will examine all canines that have passed the initial selection process. This evaluation will include complete physical examination; collection of blood, urine and fecal samples for routine testing;

and anesthesia and radiographs of the hips, elbows and lumbar spine (low back). Laboratory availability may affect the evaluation team’s ability to perform specific tests. However, the laboratory minimum database may include but is not limited to CBC with Chem. Panel, complete urine analysis, and vector borne disease panel.

The veterinarian will assess abnormalities to determine the presence of acute or chronic disease processes that may have long-term medical care implications for the canine. If further evaluation is warranted, tests may be completed at the discretion of the veterinarian or the canine may be deemed unacceptable.

The following areas will be evaluated. Most, but not all, disqualifying features are noted.

NOTE: A canine that has been presented once for consideration for purchase and that has been disqualified for medical reasons may not be resubmitted for consideration unless the vendor can document that the medically disqualifying condition has been corrected:

1) Gait. All canines must display normal mobility at a walk and run. Canines are disqualified for any gait abnormality which could affect the canine’s ability to perform normal duties.

2) Skin and Coat. Skin and coat must be healthy in appearance, displaying no evidence of chronic dermatitis, allergies, infections, injuries or marked external parasite infestation (e.g., ticks, mange, fleas, etc.). A matted, unthrifty hair-coat may not be grounds for disqualification but will raise concern about the canine’s general health.

3) Teeth and Jaws. Canines will have normal dentition and dental occlusion. An overshot or undershot jaws may be a disqualifier based on severity. All four canine teeth should be present and must not be weakened by notching, enamel hypoplasia or abnormal, excessive wear. They should not have more than 1/3 inch of the tip missing or have pulp cavity exposed. Oral infection or excessive periodontal disease may be grounds for disqualifying a canine. Broken teeth or excessively worn teeth is disqualifying.

4) Heart and Lungs. Heart sounds, rate and rhythm must be normal (e.g., no murmurs, arrhythmia, etc.). In general, the cardiovascular and respiratory system must be normal at rest and upon exercise. Current heartworm disease is disqualifying.

5) Limbs and Joints. Any condition of the bones, joints or muscles that might hamper or restrict the normal performance of duty is grounds for disqualification. Examples include:

a. Hip dysplasia and elbow dysplasia. A malformation of the hip and elbow joints, respectively, which usually results in degenerative joint disease, arthritis and chronic lameness. Radiographic evidence of hip dysplasia or elbow dysplasia or degenerative joint disease, as determined by veterinarians assigned to the CBP or private veterinary facility, will disqualify a canine.

b. Fractures, which are unhealed, are disqualifying. Healed fractures resulting in significant bone or joint conformation changes or lameness are disqualifying.

c. Ligament damage, osteoarthritis, etc., of the limb joints is disqualifying.

d. Transitional vertebrae of the caudal lumbar spine, lumbosacral junction or sacrum maybe disqualifying. Asymmetric pelvic attachment is also disqualifying.

6) Nervous System and Basic Senses. Any defect in the nervous system, to include the basic senses of vision, hearing and sense of smell, is disqualifying. Examples include, but are not limited to, opacities of the cornea, eyelid deformities, cataracts, retinal degeneration, chronic otitis, acute or chronic rhinitis/sinusitis and spinal disease.

7) Heartworms. All canines submitted for purchase must be free of heartworm infection

(Dirofilaria immitis). The presence of heartworm infection will be determined by using a heartworm antigen test. A negative heartworm concentration test (filtration or Knott’s) is not sufficient evidence to declare the animal heartworm-free.

8) Intestinal Parasitism. Infection with intestinal parasites (roundworms, hookworms, tapeworms, etc.) may not, in of its, self be disqualifying, depending on the level of infection and the overall condition of the animal. Presence of intestinal parasites is, however, an indication of poor care and will raise concern about the canine’s general health.

9) External Parasitism. Presence of fleas, ticks, lice or mange mites may not, in of its self, be disqualifying, however, the presence of external parasites is an indication of poor care and will raise concern about the canine’s general health.

10) Immunization. All canines presented must have been vaccinated within the previous 12 months for rabies, canine distemper, canine adenovirus (TYPE 2), coronavirus, parainfluenza, parvovirus and leptospirosis. A vaccination certificate with individual canine identification (name, procurement number, or microchip #) must be provided on all canines.

This facilitates health certificate preparation, if the canine is to be returned to the vendor.

11) Reproductive and Urinary System. Any congenital or conformational abnormality is disqualifying, if the defect requires long-term medical treatment or results in a shortened working life of the canine (e.g., cryptorchidism is not disqualifying unless the retained testicle results in medical complications not treatable by simple orchiectomy. A juvenile vulva resulting in urine scalding is disqualifying.).

12) Socialized. All canines presented must be socialized to medical examinations.

Canines that cannot be properly examined due to poor socialization may be rejected.

Rejected canines can be returned after behavior has been modified to allow medical examination.

13) Common Medically-Disqualifying Conditions. The following list is provided as a helpful guide and example to all persons presenting canines for purchase and is not intended to be a complete list or legally binding.

a. Hematological abnormalities consistent with severe parasitism, infection, or metabolic disease.

b. Poor body condition, either emaciation or obesity.

c. Severe periodontal disease.

d. Severe, non-resolving or intractable otitis externa or dermatitis.

e. Radiographic signs of hip or elbow dysplasia or radiographic evidence of degenerative joint disease.

f. Previous musculoskeletal injury which has or may lead to degenerative joint disease or conformational abnormality.

g. Transitional vertebrae of the caudal lumbar spine, lumbosacral junction or sacrum may be disqualifying, as is the presence of any degenerative change in the lumbar spine (such as arthritis). Asymmetric pelvic attachment may also be disqualifying.

c. BEHAVIORAL – DETECTOR CANINE (Single Purpose)

A potential detector canine is one that has not been trained to detect a specific odor. CBP evaluates the canine for potential detector ability using the standards and procedures described below.

A detection canine candidate shall exhibit an obsession to play with objects, have stable character, and begun-sure and willing to surmount difficult obstacles. The canine should prefer to play with objects more than having food, water, or the attention of the handler. NO commands will be given for the canine to retrieve.

Listed below are several tests that provide insight into a candidate’s suitability as a detection canine.

1) Stable Character: The canine will be brought around several people to judge how it responds. It should not be afraid or act aggressively toward anyone who approaches it; a happy, social attitude should be seen in its behavior. The canine will be walked on smooth tile floors to see if it is sure-footed. The canine should display no fear or discomfort. While the canine is standing or walking on leash in a passive state, an umbrella will be opened suddenly in its face.

The canine may show a slight startled reaction but should recover quickly. The canine will be tested for gun sureness with several unusually loud gunshots fired from about 50 feet behind it in which the canine should show little or no reaction. The canine will be taken into tight places to see how it responds. It should confidently enter and investigate these areas without hesitation. In addition to the above tests, a search of a vehicle with the engine running may be performed at the discretion of the Government.

2) Retrieval Prey Drive: The canine will be evaluated to see if it will pursue not only objects it is familiar with, but also strange, hard and soft objects. This test will be conducted in a ravine or on a hill. The canine, handler, and evaluator will stand downhill and the handler will throw each object uphill and out-of-sight.

With each object, the canine will be held on-line and will be released with no command. One by one, several objects, familiar and strange, will be thrown uphill for the canine to pursue. The canine will be judged on its alertness, speed, hunt and grab of each object.

The purpose is to determine if the canine will hunt for and play with strange objects while being physically stressed. Examples of strange objects are: a piece of PVC pipe, a block of wood, a piece of metal pipe, etc.