Terms_and_Conditions_-_HSCG38-17-Q-200032.docx

TERMS AND CONDITIONS

HSCG38-17-Q-200032

Statement of Requirement The purchase order awarded by the United States Coast Guard (USCG) shall be for the repair of Servos as specified in the Statement of Work (SOW).

Federal Acquisition Regulation (FAR) and Homeland Security Acquisition Regulation (HSAR) Clauses and Provisions The clauses and provisions contained herein are applicable to any order awarded as a result of this solicitation. The terms and conditions set forth herein supersede all other terms and conditions. Acceptance of the order in accordance with FAR 13.004 constitutes acceptance of all terms and conditions contained herein.

52.212-1 Instructions to Offerors - Commercial Items Oct 2016

Period of Acceptance of Offers

(c) Prices must remain effective for 45 days after solicitation closes.

Service Contract Labor Standards The Service Contract Labor Standards will apply to any contracts awarded through this solicitation. In accordance with (IAW) FAR 22.1009-4 all possible places of performance have not been identified. The Contracting Officer has determined two possible places of performance and has included a Wage Determination as an attachment to this solicitation. Wage determinations for additional possible places of performance will be provided if asked to do so in writing at isaac.l.brothers@uscg.mil. Offerors must request additional wage determinations no later than 2 days before solicitation close. Offerors who intend to perform in a place or area of performance for which a wage determination has not been attached or requested may nevertheless submit quotations. However, a wage determination shall be requested and incorporated in the resultant contract retroactive to the date of contract award, and there shall be no adjustment in the contract price.

It is anticipated that this purchase order will be awarded on a competitive basis. Quotes will be evaluated in accordance with Federal Acquisition Regulation (FAR) 13.106-2 based on the criteria listed below. Award will be made to the lowest priced offeror rated technically acceptable.

Technical Acceptability: Technical Acceptability will be evaluated to determine an overall rating of “acceptable” or “unacceptable”. This will be determined by evaluating the ability of the offeror to provide a sound, compliant approach that meets all requirements listed in the Statement of Work (SOW) and demonstrates a thorough knowledge and understanding of the requirements. It is the contractor’s responsibility to ensure that their quotation clearly demonstrates their ability to perform these requirements.

All offerors must provide the following minimum information and documentation with their quotations:

· Ability of the offeror to meet the Delivery requirements listed in the SOW.

· Detailed explanation of any requirement listed in the SOW that cannot be successfully accomplished by the offeror.

· FAA 145 Repair Station Certificate European Aviation Safety Agency (EASA), Department of Defense (DOD), OEM, Industry Standard Certification (i.e., National Aerospace and Defense Contractors Accreditation Program (NADCAP)) and/or USCG certifications in accordance with (IAW) the SOW. Offerors that have completed work for the USCG in the past need only provide this information if it has changed or been updated since the last time work was performed.

· If the offeror is an Original Equipment Manufacturer (OEM) authorized repair facility and has not previously been approved by the USCG to complete these repairs, they must provide proof with their quote (such as a letter from the OEM) stating that the offeror is approved to complete the repairs. If the offeror does not have proof, then they must provide the additional information listed below.

Offerors, other than the OEM, a proven OEM-authorized repair facility or a company that has previously been approved by the USCG to complete these repairs must also provide the following additional documentation. Failure to provide all of the documentation with the quotation may result in the quotation being eliminated from evaluation.

· Detailed explanation of the offeror’s ability to repair the brake transmitters. A simple statement of capabilities will not suffice. The offeror must address how they will accomplish the requirements of the SOW.

Price: The offeror shall provide pricing as requested in the attached spreadsheet titled “HSCG38-17-Q-200032 Requirements”. Any quantity price discounts and discounts for prompt payment should be included in this section.

Past Performance: Past Performance will be evaluated to assess the Government’s confidence in the offeror’s ability to fulfill the solicitation requirements. The evaluation will consider the offeror’s demonstrated record of performance in performing the required services and will consider areas of quality, meeting delivery schedules, compliance with contractual requirements and customer satisfaction. Relevant is defined as performing repair and overhauls on the same equipment as stated in this solicitation.

References are not required. The Government may use information available from the Past Performance Information Retrieval System (PPIRS) and the Contractor Performance Assessment Reporting System (CPARS), previous contracts/purchase orders with the USCG and any information found using Federal as well as state and local Government sources. An offeror must receive an Acceptable Confidence Rating to be considered for award. Offeror’s will be given the opportunity to address/comment on adverse past performance information that may result in an Unacceptable Confidence Rating.

Evaluation Method:

Only the lowest priced offer will be evaluated for Technical Acceptability. Should the lowest priced offer not receive an acceptable technical or past performance rating, the process will continue in order of lowest priced offer until the lowest priced, technically acceptable offer with acceptable or neutral past performance is identified.

An offeror shall complete only paragraphs (b) of this provision if the offeror has completed the annual representations and certificates electronically via the System for Award Management (SAM) Website located at https://www.sam.gov/portal. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (r) of this provision.

(End of Provision)

Addendum to 52.212-4 Contract Terms and Conditions Commercial Items May 2015

Quality Assurance:

This section is applicable to all orders for products that will ultimately touch USCG aircraft.

1. The Contractor shall, immediately upon discovery, notify and disclose conditions to the Contracting Officer of any event, supply change, material change, supply malfunction, counterfeit/suspect parts or materiel, defect or non-airworthy condition of any product or component (to include components used in repairs) found to potentially cause a non-conformity to the original specifications of this contract. The Government reserves the right to inspect any non-conforming product or component. Therefore, the Contractor shall obtain approval from the Contracting Officer prior to the disposition of any non-conforming product or component.

1. The contractor’s quality control manual shall address in detail the contractor’s risk management, test, inspection, non-conforming product and counterfeit/suspect parts processes.

1. The Contractor shall immediately notify the Contracting Officer of any changes that potentially have an impact on the product. Changes may include but are not limited to products, processes, materiel, supplier sources, manufacturing facility location and personnel qualifications.

1. Upon notification of the change, the USCG will approve or deny the change. Facility location changes may require the Government to perform a facility inspection. The contractor shall allow the Government access to all applicable areas of the contractor’s facilities to ensure compliance with contractual requirements. In the event that the change is not approved by the USCG, the contract, delivery order or task order may be cancelled or terminated in accordance with FAR.

1. The contractor shall retain all records in accordance with FAR 4.7 Contractor Records Retention. The contractor shall be required to permit Government access to applicable records retained at any level of the supply chain.

1. Unless otherwise specified, the Contractor shall flow down all requirements in this contract to their supply chain, to include all subcontractors and suppliers.

Shipping Instructions:

Items shall be shipped to the following address:

Deliveries or Performance:

All deliveries are F.O.B. Destination is requested as the F.O.B. point for all deliverables. All offers will be considered F.O.B. Destination unless F.O.B. origin is specified AND estimated shipping costs are included.

Invoicing Instructions:

1. The contractor’s invoice shall be submitted IAW FAR 52.212-4 to the designated billing office for payment as noted below. The Contractor is HIGHLY encouraged to submit invoices electronically to ALC-Fiscal@uscg.mil.

Chief, Fiscal Branch

USCG ALC

Fiscal Branch, Bldg. 63 1664 Weeksville Road Elizabeth City, NC 27909 Purchase Order Number:

1. All payments will be made electronically IAW FAR 52.232-33. The contractor may submit invoice five (5) days after shipment of items. The invoice will not be approved until all items have been receipted.

Full Text Clauses

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items. (NOV 2016)

(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 (NOVQA 2015)

(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.] X__ (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).

X__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

X__ (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).

X__ (12)(i)52.219-4, 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).

X__ (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

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

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following representation and submit it to the contracting office, along with the contract number and the date on which the representation was completed:

The Contractor represents that it |_| is, |_| is not a small business concern under NAICS Code 488190 assigned to contract number (to be assigned at contract award).

[Contractor to sign and date and insert authorized signer’s name and title].

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

X__ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (OCT 2016) (E.O. 13126).

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

X__ (28) 52.222-26, Equal Opportunity (SEPT 2016)(E.O. 11246).

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

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

X__ (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

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

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

X__ (34) 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.)

X__ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

X__ (48) 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).

X__ (54) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (JUL 2013) (31 U.S.C. 3332).

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the ContractingOfficer 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.]

*These following clauses will apply unless the offeror certifies that all elements found in FAR 52.212-3(k)(1) or (2) will be met.

X__ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

X__ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

X__ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015)(E.O. 13658).

This Statement is for Information Only:

It is not a Wage Determination

*If the offeror certifies that all elements found in FAR 52.212-3(k)(1) or (2) will be met, the following clauses will be included in lieu of the Service Contract Labor Standards clauses above.

__(6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment Requirements (MAY 2014) (41 U.S.C. chapter 67).

__(7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (MAY 2014) (41 U.S.C. chapter 67).

(End of clause)

Contract Clauses

52.252-2 Clauses Incorporated by Reference Feb 1998

This solicitation 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 the clause may be accessed electronically at Internet address http://acquisition.gov/far/index.html.

52.212-4 Contract Terms and Conditions – Commercial Items May 2015 52.232-40 Providing Accelerated Payments to Dec 2013 Small Business Subcontractors

Full Text Clauses

52.203-17 Contractor Employee Whistleblower Rights and Apr 2014 Requirement to Inform Employees of Whistleblower

(DHS – USCG DEVIATION 14-01)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the enhancement of whistleblower protections for Contractor employees established at 10 U.S.C. 2409 by section 827 of the NDAA for FY2013 (Pub. L. 112-239) and FAR 3.908.

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

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

(End of clause) 52.252-6 Authorized Deviations in Clauses Apr 1984

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Homeland Security Acquisition Regulation (48 CFR 30 ) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of clause)

Full Text Provisions

52.233-2 Service of Protest Sep 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 ALC SRR Division ATTN: Luis Mojica 1664 Weeksville Road Hangar 75 Elizabeth City, NC 27909

(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)

Full Text Homeland Security Acquisition Regulation (HSAR) Clauses

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.]

(b) Clauses.

|X| 3052.205-70 Advertisement, Publicizing Awards, and Releases.

(End of clause)

HSAR Provisions

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 provision)