Terms_&_Conditions_17-Q-200059.docx

TERMS AND CONDITIONS

HSCG38-17-Q-200059

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 _60_ days after the solicitation closes.

It is anticipated that this purchase order will be awarded on a sole source basis. However, if quotes are received from any other sources, they 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 price offeror rated technically acceptable.

Technical Acceptability: Technical Acceptability will be evaluated to determine an overall rating of “acceptable” or “unacceptable”. Technical Acceptability will be evaluated on the ability of the offeror to provide new manufactured commercial items from the Original Equipment Manufacturer (OEM) or an OEM approved source. Offerors must be able to provide traceability to the OEM on all parts and be able to provide a certificate of airworthiness, Federal Aviation Administration (FAA) 8130 (preferred) or equivalent European Aviation Safety Agency (EASA) Certification, and a certificate of conformance (COC). Part 21 of the Federal Aviation Regulation outlines certification procedures.

The delivery time proposed by offerors will also be evaluated as part of technical acceptability. The USCG requires delivery of all items by 30 June 2017. However, early deliveries are desired and will be accepted.

Price: The contractor shall provide pricing for the requirements requested in solicitation HSCG38-17-Q-200059. Any quantity price discounts and discounts for prompt payment should be included in this section. The offeror’s quotation will be evaluated using one or more of the techniques defined in FAR 13.106-3, in order to determine if it is fair and reasonable.

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 supplying the products listed in the solicitation and will consider quality, meeting delivery schedules, compliance with contractual requirements and overall customer satisfaction.

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 (t) 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.

Packaging Instructions:

1. The USCG Aviation Logistics Center (ALC) is a supply depot; therefore, material will be stored and transshipped to various users. The container shall be packed and labeled suitable for shipment via land, air, or sea. Packaging material shall NOT consist of the following: popcorn, shredded paper, Styrofoam of any type, or peanut packaging.

2. Each part shall be individually packed in a separate envelope, box, carton or crate. For bulk packages, packaging of material up to 100 each per package is acceptable. Each individual container shall be labeled on the inside with National Stock Number, Part Number, Serial Number, Quantity, Nomenclature, Purchase Order Number, and Purchase Order Line Item Number. Packing List and Certification/Documentation shall be placed on the outside of individual containers.

3. The internal packing material shall be sufficient to prevent damage during shipment, handling and storage. Preservation and protection shall be provided to prevent corrosion, deterioration or decay during warehouse storage for a period of one year.

Shipping Instructions:

Items shall be shipped to the following address:

Purchase Order Number (to be determined at time of issuance)

Inspection and Acceptance:

1. Inspection and acceptance of material under this contract, to ensure that equipment is in accordance with manufacturer's specifications, shall be performed at destination by local USCG personnel and consist of count and condition only. NOTE: All serial number tracked items will be inspected and accepted by local USCG Quality Assurance personnel.

2. A COC shall be required for all items provided on this contract. The certificate must be signed by an authorized official of the approved source and must specify the nomenclature, manufacturer's part number and date of manufacture. For Production Approval Holder, a COC and a copy of the FAA Parts Manufacturer Approval (PMA) or other manufacturing authority shall be provided. The certificate must be signed by an authorized official representing the approved source and must specify the manufacturer's part number and date of manufacture.

3. Contractors shall also provide a COC signed by the contractor's authorized representative in accordance with FAR 52.246-15 and documentation reflecting the complete unbroken history of ownership of the parts from purchase from the approved manufacturing source until delivery to the USCG.

4. Full and clear traceability must be provided with delivery of each part. If full and clear traceability is not provided, ALC will not accept delivery of the part and invoicing may be not be approved for payment.

Deliveries or Performance:

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.

FAR Full Text Clause(s)

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)

52.203-99 Prohibition on Contracting with Entities Jul 2016 that Require Certain Internal Confidentiality Agreements (DEVIATION)

(a) The Contractor shall not require its employees or subcontractors seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the execution of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(b) The Contractor shall notify current employees and subcontractors that prohibitions and restrictions of any internal confidentiality agreements covered by this clause, to the extent that such prohibitions and restrictions are inconsistent with the prohibitions of this clause, are no longer in effect.

(c) The prohibition in paragraph (a) of this clause does not contravene requirements applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

(d) In accordance with Section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015, (Pub. L. 113-235) use of funds appropriated (or otherwise made available) under that or any other Act may be prohibited, if the Government determines that the Contractor is not in compliance with the provisions of this clause.

(e) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts under such contracts.

(f) The Government may seek any available remedies in the event the contractor fails to comply with the provisions of this clause.

(End of clause) 52.204-21 Basic Safeguarding of Covered Jun 2016 Contractor Information Systems

(a) Definitions. As used in this clause– “Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

“Federal contract information” means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments. “Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

“Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502). “Safeguarding” means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

52.212-5 Contract Terms and Conditions Jan 2017 Required to Implement Statutes or Executive Orders—Commercial Items.

(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 (NOV 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 (MAR 2015) (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. (OCT 2015) (31 U.S.C. 6101 note).

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 336413 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 (DEC 2015)(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 (DEC 2015). (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__ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

X__ (48)(i) 52.225-3, 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.

X__ (50) 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) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

X__ (60)(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).

(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)

FAR 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

FAR Provisions

52.209-2 Prohibition on Contracting with Inverted Nov 2015 Domestic Corporations—Representation.

FAR Full Text Provisions

52.203-98 Prohibition on Contracting with Entities that Jul 2016 Require Certain Internal Confidentiality Agreements—Representation (DEVIATION)

(a) In accordance with Section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions), Government agencies are not permitted to use funds appropriated (or otherwise made available) for contracts with an entity that requires employees or subcontractors of such entity seeking to report waste, fraud, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

(End of provision)

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)

52.252-5 Authorized Deviations in Provisions. Apr 1984

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

(b) The use in this solicitation of any Homeland Security Acquisition Regulation 48 CFR Chapter 30 provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of provision)

Full Text 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)