Terms_and_Conditions_Rev_1.doc

TERMS AND CONDITIONS – HSCG38-15-Q-301310

Solicitation Provisions

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 quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at: https://acquisition.gov/far.

(End of provision) FAR 52.212-3 Offeror Representations and Certifications—Commercial Items (Mar 2015)

Alternate I of 52.212-3 (Oct 2014)

An offeror shall complete only paragraphs (b) of this provision if the offeror has completed the annual representations and certifications electronically via http://www.acquisition.gov. If an offeror has not completed the annual representations and certifications electronically at the System for Award Management (SAM) website, the offeror shall complete only paragraphs (c) through (o) of this provision.

FAR 52.233-2

Service of Protest (Sept 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from USCG Aviation Logistics Center, Long Range Surveillance Product Line Division, Heavy Maintenance Facility, 1060 Consolidated Road, Elizabeth City, North Carolina 27909, Attn: Contracting Officer.

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO. (End of provision)

FAR 52.212-1

Instructions to Offerors—Commercial Items (Apr 2014)

Addendum:

Quotes are solicited on the basis of F.o.b. Destination only.

1) Quotes shall be submitted on company letterhead and include the following information:

a. RFQ Number

b. Contractor’s name, address and phone number.

2) Quote must state that the parts are in new condition and have traceability to the OEM.

Contract Clauses FAR 52.212-4 Contract Terms and Conditions—Commercial Items (May 2015)

FAR 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): https://acquisition.gov/far.

(End of clause) FAR 52.203-17 Contractor Employee Whistleblower Rights and Requirement To

Inform Employees of Whistleblower Rights. (Apr 2014)

FAR 52.219-28 Post Award Small Business Program Rerepresentation (July 2013)

FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors

(Dec 2013) FAR 52.246-15 Certificate of Conformance (Apr 1984) FAR 52.247-34 F.o.b. Destination (Nov 1991)

FAR 52.212-5

Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (May 2015)

(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(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)(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 items:

[Contracting Officer check as appropriate.]

FORMCHECKBOX

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

52.203-13(2) , Contractor Code of Business Ethics and Conduct (Apr 2010) (41 U.S.C. 3509)).

52.203-15(3) , Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

FORMCHECKBOX

(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) [Reserved].

52.204-14(6) , Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

52.204-15(7) , Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

FORMCHECKBOX

(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).

52.209-9(9) , Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

(10) [Reserved].

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

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

52.219-4(12)(i) , Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

52.219-4(ii) Alternate I (Jan 2011) of .

(13) [Reserved]

FORMCHECKBOX

(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).

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

52.219-7(ii) Alternate I (Oct 1995) of .

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

FORMCHECKBOX

(16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

52.219-9(17)(i) , Small Business Subcontracting Plan (Oct 2014) (15 U.S.C. 637(d)(4)).

52.219-9(ii) Alternate I (Oct 2001) of .

52.219-9(iii) Alternate II (Oct 2001) of .

52.219-9(iv) Alternate III (Oct 2014) of .

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

FORMCHECKBOX

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

52.219-16(20) , Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

52.219-27(21) , Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

FORMCHECKBOX

(22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

52.219-29(23) , Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

52.219-30(24) , Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

FORMCHECKBOX

(25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

FORMCHECKBOX

(26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014) (E.O. 13126).

FORMCHECKBOX

(27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

FORMCHECKBOX

(28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

FORMCHECKBOX

(29) 52.222-35, Equal Opportunity for Veterans (Jul 2014)(38 U.S.C. 4212).

FORMCHECKBOX

(30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

FORMCHECKBOX

(31) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212).

FORMCHECKBOX

(32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

FORMCHECKBOX

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

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

52.222-54(34) , 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.)

52.223-9(35)(i) , Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

52.223-13(36)(i) , Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

52.223-13(ii) Alternate I (Jun 2014) of .

52.223-14(37)(i) , Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

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

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

52.223-16(39)(i) , Acquisition of EPEAT®-Registered Personal Computer Products (Jun 2014) (E.O.s 13423 and 13514).

52.223-16__ (ii) Alternate I (Jun 2014) of .

FORMCHECKBOX

(40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

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

52.225-3(42)(i) , Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (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.

52.225-3(ii) Alternate I (May 2014) of .

52.225-3(iii) Alternate II (May 2014) of .

52.225-3(iv) Alternate III (May 2014) of .

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

FORMCHECKBOX

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

52.225-26(45) , 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).

52.226-4(46) , Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

52.226-5(47) , Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

52.232-29(48) , Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

52.232-30(49) , Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

FORMCHECKBOX

(50) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

52.232-34(51) , Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

52.232-36(52) , Payment by Third Party (May 2014) (31 U.S.C. 3332).

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

52.247-64(54)(i) , Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

52.247-64(ii) Alternate I (Apr 2003) of .

(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:

HSAR Clauses

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:

3052.205-70 Advertisement, Publicizing Awards, and Releases. (Sep 2012) 3052.247-72 F.o.b. Destination Only (Dec 2003)

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.

(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)