Section_I_FRC_Phase_II_A00007.pdf

USCG Fast Response Cutter (FRC) Solicitation HSCG23-15-R-FRCPII Amendment A00007

Part II – Contract Clauses Section I – Contract Clauses

I.1 FAR 52.252-1 – SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

(FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its proposal. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its proposal. Also, the full text of a solicitation provision may be accessed electronically at this address: http://farsite.hill.af.mil/

PROVISION

NUMBER

TITLE DATE

FAR 52.204-7 SYSTEM FOR AWARD MANAGEMENT JUL 2013

FAR 52.211-1 AVAILABILITY OF SPECIFICATIONS LISTED IN THE GSA

INDEX OF FEDERAL SPECIFICATIONS, STANDARDS, AND

COMMERCIAL ITEM DESCRIPTIONS, FPMR PART 101-29

AUG 1998

FAR 52.211-2 AVAILABILITY OF SPECIFICATIONS, STANDARDS, AND

DATA ITEM DESCRIPTIONS LISTED IN THE ACQUISITION

STREAMLINING AND STANDARDIZATION INFORMATION

SYSTEM (ASSIST)

APR 2014

FAR 52.211-6 BRAND NAME OR EQUAL AUG 1999

FAR 52.215-1 INSTRUCTIONS TO OFFERORS-COMPETITIVE JAN 2004

FAR 52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA

AND DATA OTHER THAN CERTIFIED COST OR PRICING

DATA (ALT III – OCT 1997)

(c) Submit the cost portion of the proposal via the following electronic media: Microsoft Excel, readable in Version 2007

OCT 2010

FAR 52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE

EVALUATION

FEB 1999

FAR 52.222-38 COMPLIANCE WITH VETERANS’ EMPLOYMENT

REPORTING REQUIREMENTS

SEP 2010

FAR 52.229-4 FEDERAL, STATE, AND LOCAL TAXES (STATE AND LOCAL

ADJUSTMENTS)

FEB 2013

PART II, SECTION I I-1 Contract Clauses http://farsite.hill.af.mil/

FAR 52.232-13 NOTICE OF PROGRESS PAYMENTS APR 1984

FAR 52.232-28 INVITATION TO PROPOSE PERFORMANCE-BASED

PAYMENTS

MAR 2000

I.2 FAR 52.252-2 – SOLICITATION 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 address:

http://farsite.hill.af.mil/

CLAUSE

NUMBER

TITLE DATE

FAR 52.202-1 DEFINITIONS NOV 2013

FAR 52.203-3 GRATUITIES APR 1984

FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES APR 1984

FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT

SEPT 2006

FAR 52.203-7 ANTI-KICKBACK PROCEDURES OCT 2010

FAR 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS

FOR ILLEGAL OR IMPROPER ACTIVITY

JAN 1997

FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY

JAN 1997

FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN

FEDERAL TRANSACTIONS

OCT 2010

FAR 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT APR 2010

FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS

APR 2014

FAR 52.204-2 SECURITY REQUIREMENTS AUG 1996

FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER

FIBER CONTENT PAPER

MAY 2011

FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE JUL 2013

PART II, SECTION I I-2 Contract Clauses http://farsite.hill.af.mil/

FAR 52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT

AUG 2013

FAR 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION

REGARDING RESPONSIBILITY MATTERS

JUL 2013

FAR 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED

DOMESTIC CORPORATIONS

MAY 2012

FAR 52.210-1 MARKET RESEARCH APR 2011

FAR 52.211-5 MATERIAL REQUIREMENTS AUG 2000

FAR 52.215-2 AUDIT AND RECORDS—NEGOTIATION OCT 2010

FAR 52.215-8 ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT OCT 1997

FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR

PRICING DATA

AUG 2011

FAR 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA OCT 2010

FAR 52.215-14 INTEGRITY OF UNIT PRICES OCT 2010

FAR 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS OCT 2010

FAR 52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR

POSTRETIREMENT BENEFITS (PRB) OTHER THAN

PENSIONS

JULY 2005

FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES OCT 1997

FAR 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA

AND DATA OTHER THAN CERTIFIED COST OR PRICING

DATA—MODIFICATIONS (ALT III – OCT 1997)

OCT 2010

FAR 52.216-7 ALLOWABLE COST AND PAYMENT JUN 2013

FAR 52.216-8 FIXED FEE JUN 2011

FAR 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY

PRICED LINE ITEM

Fill-In:

The Contracting Officer may exercise the option by written notice to the Contractor within the option periods identified in Section B.

MAR 1989

PART II, SECTION I I-3 Contract Clauses

FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS JUL 2013

FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN JUL 2013

FAR 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN JAN 1999

FAR 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM

REPRESENTATION

JUL 2013

FAR 52.222-2 PAYMENT FOR OVERTIME PREMIUMS JULY 1990

FAR 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS

ACT—OVERTIME COMPENSATION

JULY 2005

FAR 52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND

REMEDIES

JAN 2014

FAR 52.222-20 WALSH-HEALEY PUBLIC CONTRACTS ACT OCT 2010

FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES FEB 1999

FAR 52.222-26 EQUAL OPPORTUNITY MAR 2007

FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS SEP 2010

FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES OCT 2010

FAR 52.222-37 EMPLOYMENT REPORT ON VETERANS SEP 2010

FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE

NATIONAL LABOR RELATIONS ACT

DEC 2010

FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS FEB 2009

FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION AUG 2013

FAR 52.223-6 DRUG-FREE WORKPLACE MAY 2001

FAR 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING

AUG 2011

FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES JUNE 2008

FAR 52.227-1 AUTHORIZATION AND CONSENT DEC 2007

FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT

DEC 2007

FAR 52.228-2 ADDITIONAL BOND SECURITY OCT 1997

PART II, SECTION I I-4 Contract Clauses

FAR 52.228-11 PLEDGES OF ASSETS JAN 2012

FAR 52.228-14 IRREVOCABLE LETTER OF CREDIT DEC 1999

FAR 52.229-3 FEDERAL, STATE, AND LOCAL TAXES FEB 2013

FAR 52.229-4 FEDERAL, STATE, AND LOCAL TAXES (STATE AND LOCAL

ADJUSTMENTS)

FEB 2013

FAR 52.230-2 COST ACCOUNTING STANDARDS MAY 2012

FAR 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS JUNE 2010

FAR 52.232-1 PAYMENTS APR 1984

FAR 52.232-8 DISCOUNTS FOR PROMPT PAYMENT FEB 2002

FAR 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS APR 1984

FAR 52.232-11 EXTRAS APR 1984

FAR 52.232-16 PROGRESS PAYMENTS APR 2012

FAR 52.232-17 INTEREST OCT 2010

FAR 52.232-20 LIMITATION OF COST APR 1984

FAR 52.232-23 ASSIGNMENT OF CLAIMS JAN 1986

FAR 52.232-25 PROMPT PAYMENT JUL 2013

FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—SYSTEM

FOR AWARD MANAGEMENT

JUL 2013

FAR 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUN 2013

FAR 52.233-1 DISPUTES (ALT I – DEC 1991) JULY 2002

FAR 52.233-3 PROTEST AFTER AWARD AUG 1996

FAR 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT 2004

FAR 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS APR 1984

FAR 52.242-2 PRODUCTION PROGRESS REPORTS APR 1991

FAR 52.242-3 PENALTIES FOR UNALLOWABLE COSTS MAY 2001

FAR 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS JAN 1997

PART II, SECTION I I-5 Contract Clauses

FAR 52.242-13 BANKRUPTCY JULY 1995

FAR 52.243-1 CHANGES—FIXED PRICE AUG 1987

FAR 52.243-2 CHANGES—COST REIMBURSMENT

*Applies to Cost Reimbursement CLINS only

AUG 1987

FAR 52.243-7 NOTIFICATION OF CHANGES APR 1984

FAR 52.244-5 COMPETITION IN SUBCONTRACTING DEC 1996

FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS DEC 2013

FAR 52.245-1 GOVERNMENT PROPERTY (ALT I – APR 2012) APR 2012

FAR 52.245-9 USE AND CHARGES APR 2012

FAR 52.246-17 WARRANTY OF SUPPLIES OF A NONCOMPLEX NATURE

(ALT III – APR 1984) AND (ALT V – APR 1984)

JUNE 2003

FAR 52.246-19 WARRANTY OF SYSTEMS AND EQUIPMENT UNDER

PERFORMANCE SPECIFICATIONS OR DESIGN CRITERIA

(ALT III – APR 1984)

Fill in (b)(1): 45 days First (b)(3) fill in: 45 days Second (b)(3) fill in: 30 days, see paragraph 4 below Fill in (b)(6): 30 days First (c)(2) fill in: 45 days Second (c)(2) fill in: Contractor’s facility

MAY 2001

FAR 52.246-23 LIMITATION OF LIABILITY FEB 1997

FAR 52.247-17 CHARGES APR 1984

FAR 52.247-18 MULTIPLE SHIPMENTS APR 1984

FAR 52.247-21 CONTRACTOR LIABILITY FOR PERSONAL INJURY AND/OR

PROPERTY DAMAGE

APR 1984

FAR 52.247-22 CONTRACTOR LIABILITY FOR LOSS OF AND/OR DAMAGE

TO FREIGHT OTHER THAN HOUSEHOLD GOODS

APR 1984

FAR 52.247-27 CONTRACT NOT AFFECTED BY ORAL AGREEMENT APR 1984

FAR 52.248-1 VALUE ENGINEERING OCT 2010

FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(FIXED-PRICE)

APR 2012

PART II, SECTION I I-6 Contract Clauses

FAR 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) APR 1984

FAR 52.249-14 EXCUSABLE DELAYS APR 1984

FAR 52.251-1 GOVERNMENT SUPPLY SOURCES APR 2012

FAR 52.253-1 COMPUTER GENERATED FORMS JAN 1991

HSAR 3052.203-

INSTRUCTIONS FOR CONTRACTOR DISCLOSURE OF

VIOLATIONS

SEP 2012

HSAR 3052.204-

CONTRACTOR EMPLOYEE ACCESS (ALT I – SEP 2012) SEP 2012

HSAR 3052.205-

ADVERTISEMENTS, PUBLICIZING AWARDS, AND

RELEASES (ALT I – SEP 2012)

SEP 2012

HSAR 3052.211-

INDEX FOR SPECIFICATIONS DEC 2003

HSAR 3052.217-

GUARANTEE (USCG) JUN 2006

HSAR 3052.219-

SMALL BUSINESS SUBCONTRACTING PLAN REPORTING JUN 2006

HSAR 3052.222-

STRIKES OR PICKETING AFFECTING TIMELY COMPLETION

OF THE CONTRACT WORK

DEC 2003

HSAR 3052.222-

STRIKES OR PICKETING AFFECTING ACCESS TO A DHS

FACILITY

DEC 2003

HSAR 3052.228-

INSURANCE DEC 2003

HSAR 3052.228-

NOTIFICATION OF MILLER ACT PAYMENT BOND

PROTECTION (USCG)

DEC 2003

HSAR 3052.242-

CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE DEC 2003

I.3 FAR 52.232-32 – PERFORMANCE-BASED PAYMENTS (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract’s description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner

PART II, SECTION I I-7 Contract Clauses acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor’s request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested.

The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the 30th day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor’s—

PART II, SECTION I I-8 Contract Clauses

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.

(2) “Property,” as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under paragraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer’s approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor shall obtain the Contracting Officer’s advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not—

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent

PART II, SECTION I I-9 Contract Clauses the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor’s records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor’s records and to examine and verify the Contractor’s performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall—

(i) Excuse the Contractor from performance of obligations under this contract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government’s rights and remedies under this clause—

(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor’s request for performance-based payment. The Contractor’s request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract’s description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

PART II, SECTION I I-10 Contract Clauses https://acquisition.gov/far/current/html/Subpart%2045_1.html%23wp1023546

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that—

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

(End of clause)

I.4 FAR 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 any period prior to expiration of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least one day 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 eight years.

I.5 FAR 52.246-24 – LIMITATION OF LIABILITY—HIGH VALUE ITEMS (FEB 1997)

This clause is incorporated by reference, but the following preamble is inserted before paragraph

(a) of the subject clause:

This clause shall apply only to those Contract Line Items (CLINs) with the following titles as identified in the table below as High-Value Items:

PART II, SECTION I I-11 Contract Clauses

HIGH VALUE ITEMS – CLIN TITLES

Construct FRC

Propulsion Engines

Reduction Gears

S/S Generator Sets

I.6 HSAR 3052.209-72 – ORGANIZATIONAL CONFLICT OF INTEREST (JUN 2006)

(a) Determination. The Government has determined that this effort may result in an actual or potential conflict of interest, or may provide one or more offerors with the potential to attain an unfair competitive advantage. The nature of the conflict of interest and the limitation on future contracting is that several contractors provide support services to the Fast Response Cutter (FRC) Project Office (CG-9324). These contractors are employed by the following companies: CGI Federal, Atlas Technologies, Computer Sciences Corporation (CSC), The Kenific Group, and Zantech IT Services. USCG is concerned that a proposed shipbuilder’s involvement with any and all of these support contractors may grant the proposed shipbuilder an unfair competitive advantage.

(b) If any such conflict of interest is found to exist, the Contracting Officer may (1) disqualify the offeror, or (2) determine that it is otherwise in the best interest of the United States to contract with the offeror and include the appropriate provisions to avoid, neutralize, mitigate, or waive such conflict in the contract awarded. After discussion with the offeror, the Contracting Officer may determine that the actual conflict cannot be avoided, neutralized, mitigated or otherwise resolved to the satisfaction of the Government, and the offeror may be found ineligible for award.

(c) Disclosure: The offeror hereby represents, to the best of its knowledge that:

___ (1) It is not aware of any facts which create any actual or potential organizational conflicts of interest relating to the award of this contract, or

___ (2) It has included information in its proposal, providing all current information bearing on the existence of any actual or potential organizational conflicts of interest, and has included a mitigation plan in accordance with paragraph (d) of this provision.

(d) Mitigation. If an offeror with a potential or actual conflict of interest or unfair competitive advantage believes the conflict can be avoided, neutralized, or mitigated, the offeror shall submit a mitigation plan to the Government for review. Award of a contract where an actual or potential conflict of interest exists shall not occur before Government approval of the mitigation plan. If a mitigation plan is approved, the restrictions of this provision do not apply to the extent defined in the mitigation plan.

(e) Other Relevant Information: In addition to the mitigation plan, the Contracting Officer may require further relevant information from the offeror. The Contracting Officer will use all information submitted by the offeror, and any other relevant information known to DHS, to determine whether an award to the offeror may take place, and whether the mitigation plan adequately neutralizes or mitigates the conflict.

PART II, SECTION I I-12 Contract Clauses

(f) Corporation Change. The successful offeror shall inform the Contracting Officer within thirty

(30) calendar days of the effective date of any corporate mergers, acquisitions, and/or divestures that may affect this provision.

(g) Flow-down. The contractor shall insert the substance of this clause in each first tier subcontract that exceeds the simplified acquisition threshold.

I.7 HSAR 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.

PART II, SECTION I I-13 Contract Clauses

(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.

PART II, SECTION I I-14 Contract Clauses

(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.

I.8 COAST GUARD ACQUISITION PROCEDURES (CGAP) 3042.302-90 – VALUATION

REQUIREMENTS FOR THE ACQUISITION OF SPARE PARTS PURCHASED FOR

INVENTORY CONTROL POINTS FROM HEADQUARTERS CONTRACTS

(a) The contractor shall provide to the Contracting Officer and the Contracting Officer’s Representative (COR) a listing of spare parts that will be shipped to Coast Guard Inventory Control Points (ICPs) and other intermediate destinations as specified in the contract. At a minimum, the listing must contain the following information for each spare part:

1) Contract number

2) Contract Line Item Number (CLIN)

3) Noun name

4) Manufacturer part number

5) National Stock Number (NSN), if available

6) Class of asset the spare part supports (e.g., Fast Response Cutter or

FRC)

7) Quantity

8) Unit price

9) Extended price

10) Estimated shipping date

(b) The spare parts listing total shall tie to the contract line item number (CLIN) total.

(c) The spare parts listing shall be provided by the contractor to the Contracting Officer and COR thirty (30) days prior to the first part being shipped. The name of the Contract Specialist and the Contracting Officer shall be noted and the Acquisition Project Office will be responsible and coordinate between the contractor and ICP to discuss any details or needs related to the shipment of the parts.

(d) The contractor shall insert this clause in all subcontracts where a subcontractor will be furnishing spare parts to Coast Guard ICPs and in order to perform contractual duties.

(End of Clause)

PART II, SECTION I I-15 Contract Clauses