HSCG4-17-Q-53004_SF1449_Addendum.docx

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NOTICE FOR FILING AGENCY PROTESTS

United States Coast Guard Ombudsman Program

It is the policy of the United States Coast Guard (USCG) to issue solicitations and make contract awards in a fair and timely manner. The Ombudsman Program for Agency Protests (OPAP) was established to investigate agency protest issues and resolve them without expensive and time consuming litigation. OPAP is an independent reviewing authority that is empowered to grant a prevailing protester essentially the same relief as the Government Accountability Office (GAO).

Interested parties are encouraged to seek resolution of their concerns within the USCG as an Alternative Dispute Resolution (ADR) forum rather than filing a protest with the GAO or some external forum. Interested parties may seek resolution of their concerns informally or opt to file a formal agency protest with the Contracting Officer or Ombudsman.

Informal Forum with the Ombudsman. Interested parties who believe a specific USCG procurement is unfair or otherwise defective should first direct their concerns to the applicable Contracting Officer. If the Contracting Officer is unable to satisfy their concerns, interested parties are encouraged to contact the U.S. Coast Guard Ombudsman for Agency Protests. Under this informal process the agency is not required to suspend contract award performance. Use of an informal forum does not suspend any time requirement for filing a protest with the agency or other forum. In order to ensure a timely response, interested parties should provide the following information to the Ombudsman: solicitation/contract number, contracting office, Contracting Officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman. Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the Contracting Officer through open and frank discussions. If the protester’s concerns are unresolved, an Independent Review is available by the Ombudsman. The protester may file a formal agency protest to either the Contracting Officer or as an alternative to that, the Ombudsman under the OPAP program. Contract award or performance will be suspended during the protest period unless contract award or performance is justified, in writing, for urgent and compelling reasons or is determined in writing to be in the best interest of the Government. The agency’s goal is to resolve protests in less than 35 calendar days from the date of filing. Protests shall include the information set forth in FAR 33.103(d) (2). If the protester fails to submit the required information, resolution of the protest may be delayed or the protest may be dismissed. To be timely protests must be filed within the period specified in FAR 33.103(e). Formal protests filed under the OPAP program should be submitted electronically to OPAP@uscg.mil and the Contracting Officer or by hand delivery to the Contracting Officer.

Election of Forum. After an interested party protests a Coast Guard procurement to the Contracting Officer or the Ombudsman, and while the protest is pending, the protester agrees not to file a protest with the GAO or other external forum. If the protest is filed with an external forum, the agency protest will be dismissed.

The Ombudsman Hotline telephone number is 202.372.3695.

Alternative Point of Contact:

Drena S. Vining, Contracting Officer U.S. Coast Guard Surface Forces Logistics Center 2401 Hawkins Point Road Baltimore, MD 21226 410-762-6883 Drena.S.Vining@uscg.mil

TABLE OF CONTENTS

DESCRIPTION PAGE(S)

Standard Form 1449 (SF1449) 1

Table of Contents 3 Addendum to Standard Form 1449:

FAR Clause 52.212-4 Contract Terms and Conditions – Commercial Items (MAY 2015) 14-20

FAR Clause 52.212-5 Contract Terms and Conditions Required to Implement Statues or Executive Orders- Commercial Items (MAR 2016) 21-26

Far Clause 52.212-1 Instructions to Offerors—Commercial Items (APR 2014) 27-30

FAR Clause 52.212-2 Evaluation–Commercial Items (OCT 2014) 31-32

FAR Clause 52.212-3 Offer Representations and certifications- Commercial Items (MAR 2016) 33-51

ATTACHMENT NO. TITLE

Attachment 1 Schedule of Supplies/Services (Fill-In)

Attachment 2 Specification Number D-000-0100, Bar Coding for U.S. Coast Guard Surface Force Logistics Center Procured Material.

Attachment 3 Specification R-241-631

Attachment 4 Brand Name Justification-Redacted

ADDENDUM TO STANDARD FORM 1449

SUPPLIES OR SERVICES AND PRICES/COSTS

BRAND NAME SPECIFIED IS MANDATORY

All items listed in Attachment 1 are parts manufactured by Twin Disc. To assure proper Form, Fit and Function of the parts to the end item or system, only Original Equipment Manufacturers (OEM) parts shall be used. Items submitted under this solicitation which are other than OEM parts will be rejected as unacceptable. The reduction gear overhaul/remanufacturing shall be performed only by an authorized Twin Disc repair facility and Twin Disc Technicians.

NOTICE TO OFFERORS

Pricing must be submitted for ALL base and option years. If in the judgment of the Offeror any addition(s) or deletion(s) or part number changes of the parts are required for replacement under this package, the Contracting Officer must be notified in WRITING PRIOR TO THECLOSING DATE OF THIS SOLICITATION.

TYPE OF CONTRACT

This is a commercial fixed-price Requirements contract consisting of one (1) 12-month base period and four (4) 12-month option periods. A Requirements contract is defined in Federal Acquisition Regulation (FAR) Clause 52.216-21, Requirements, Page 16.

ORDERING

a. All services shall be ordered by issuance of individual task orders. Refer to FAR Clause 52.216-18, Ordering.

b. All orders shall be placed by the U.S. Coast Guard, Surface Forces Logistics Center, Contract and Procurement Branch 3, Small Boat Product Line.

c. Orders may be issued by facsimile or by other electronic commerce methods.

OPTIONS

Each option extending the term of this contract shall be for a period of 12 months from the effective date of each option, if exercised.

QUANTITIES

The quantities shown for all CLINS reflect estimated quantities only.

PERIOD OF PERFORMANCE:

The base contract shall be for one (1) year after award of contract with the Government reserving the option to exercise four (4) one (1) year additional options.

Note: In the event of any discrepancy between the unit price and extensions, the unit price shall govern.

ADDENDUM TO STANDARD FORM 1449

SUPPLIES OR SERVICES AND PRICES/COSTS

PRICE /COSTS

Pricing shall be submitted for ALL base and option years. Pricing shall be provided on the attached Schedule of Supplies/Services and Price – Attachment 1 shall be a Fixed-Price for the Base Year and for each option year, if exercised.

Note: CLINs are established to indicate estimated requirements. These are only estimates; the Government reserves the right to order more or less as required. This includes CLINs that indicate no estimated jobs to be completed.

Any and all travel shall be pre-approved by the Contracting Officer’s Technical Representative (COTR).

Costs associated with Contractor travel shall be in accordance with FAR Part 31.205-46, Travel Costs. Travel shall be reimbursed in accordance with the Federal Travel Regulation (FTR) and current per diem rates for the locations in which services are performed. The Contractor shall be required to submit all receipts with invoices for review and approval. Applicable per diem rates shall be provided with each individual delivery order.

The Contractor shall, to the maximum extent practicable, minimize overall travel costs by taking advantage of discounted airfare rates available through advance purchase. Charges associated with itinerary changes and cancellations under nonrefundable airline tickets are reimbursable as long as the changes are driven by the work requirement. Travel performed for personal convenience or daily travel to and from the contractor’s normal work site shall not be reimbursable.

No reimbursement shall be authorized for commuting distance less than 40 miles.

INSPECTION AND ACCEPTANCE

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1988)

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 www.acquisition.gov.

NUMBER TITLE DATE

52.246-16 Responsibility for Supplies APR 1984

PACKAGING AND MARKING

Each kit ordered under this contract shall be individually packaged in accordance with ASTM D 391, Standard Practice for Commercial Packaging. Each package shall be marked with the following information:

· Stock Number

· Item Name

· OEM Part Number

· Number of pieces in each Kit

· Quantity

· Unit of Issue

· “Condition Code “A”

Each package shall be bar coded in accordance with Specification Number D-000-0100, Revision G (Attachment 2). The bar code label shall include the national stock number. Labels shall be Type “V”, Grade “C”, Style “2”, Composition “A”.

U.S. COAST GUARD INSPECTION AND ACCEPTANCE (DESTINATION)

The Contractor shall be responsible for the performance of all inspection requirements. Final acceptance shall be contingent upon verification of no damage in transit, correctness and completeness of the order, and conformance to preservation, packaging, packing, and marking requirements.

DELIVERIES, PACKAGING, AND MARKING

FAR 52.252-1 CLAUSES INCORPORATED BY REFERENCE (FEB 1988)

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 www.acquisition.gov.

NUMBER TITLE DATE

PRESERVATION, PACKAGING, AND MARKING

Each Reduction Gear shall be preserved, packaged, marked and bar coded in accordance with Coast Guard Specification Number R-241-631. Any Reduction Gear received that is not preserved, packaged, marked or bar coded in accordance with this specification shall be returned to the Contractor for correction at the Contractor’s cost.

MARKING OF WARRANTED ITEMS

Pursuant to the requirements of FAR 46.706(b)(5), as outlined in Specification Numbers R-241-0613 entitled Twin Disc Recondition/Overhaul Specification (Attachment 1) the contactor shall stamp or mark the supplies delivered, or otherwise furnish notice with the supplies, of the existence of the warranty. Markings may be brief but should include (i) a brief statement that a warranty exists; (ii) the substance of the warranty; (iii) its duration; and (iv) whom to notify if the supplies are found to be defective. For commercial items, the contractor’s trade practice in warranty marking is acceptable if sufficient information is presented for supply personnel and users to identify warranted supplies.

PACKING LIST

All material shipped to the U.S. Coast Guard Surface Forces Logistics Center under this requirements contract must be accompanied by an itemized packing list that cites the proper delivery order number. Each packing unit shall have a list of all items contained in that unit. The packing list shall be securely attached to each container in a waterproof envelope.

NOTE

Failure to prepare for shipment any item, and/or mark all packages, boxes, etc., as indicated herein shall result in rejection of the shipment and return of the shipment at the contactor’s expense.

MATERIAL INSPECTION AND RECEIVING REPORT

At the time of each delivery of supplies or services under this contract, the contractor shall prepare and furnish to the Government a DHS Form 700-21, Material Inspection and Receiving Report. The receiving report must include:

* An authorization number such as the contract/delivery order number.

* Product or service description, including contractual documents line item number.

* Quantities shipped (if applicable).

* Date(s) property or services were accepted.

* Signature, printed name, title, telephone number, and mailing address of the receiving official.

One (1) copy of the DHS Form 700-21 shall be sent to the Contracting Officer upon shipment/delivery of any deliverable hereunder, clearly marked "Information only."

U.S. COAST GUARD INSPECTION (ORIGIN)

The Contractor shall be responsible for the performance of all inspection requirements in accordance with Specification R-241-0613 entitled Twin Disc Recondition/Overhaul Specification (Attachment 1).

GOVERNMENT ACCEPTANCE (DESTINATION)

Final acceptance shall be made by a Government representative at destination. Acceptance shall be contingent upon verification of no damage in transit, correctness and completeness of the order, and conformance to the preservation, packaging, and marking requirements of Specification Number R-241-0613 Twin Disc Recondition/Overhaul Specification (Attachment 1); and Specification Number D-000-0100, entitled Bar Coding for U.S. Coast Guard Engineering Logistics Center Material (Attachment 2).

FAR 52.211-8 TIME OF DELIVERY (JUNE 1997)

a) The Government requires delivery to be made according to the following schedule:

REQUIRED DELIVERY SCHEDULE

The Government will evaluate equally, as regards time of delivery, offers that propose delivery of each quantity within the applicable delivery period specified above. Offers that propose delivery that will not clearly fall within the applicable required delivery period specified above, will be considered nonresponsive and rejected. The Government reserves the right to award under either the required delivery schedule or the proposed delivery schedule, when an offeror offers an earlier delivery schedule than required above. If the offeror proposes no other delivery schedule, the required delivery schedule above will apply.

OFFERORS PROPOSED DELIVERY SCHEDULE

(b) Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed, or otherwise furnished to the successful offeror, results in a binding contract. The Government will mail or otherwise furnish to the offeror an award or notice of award not later than the day award is dated. Therefore, the offeror should compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails. However, the Government will evaluate an offer that proposes delivery based on the Contractor’s date of receipt of the contract or notice of award by adding

(1) five calendar days for delivery of the award through the ordinary mails, or

(2) one working day if the solicitation states that the contract or notice of award will be transmitted electronically. (The term “working day” excludes weekends and U.S. Federal holidays.) If, as so computed, the offered delivery date is later than the required delivery date, the offer will be considered nonresponsive and rejected.

PLACE OF DELIVERY – DESTINATION

(A) All data submissions shall be delivered to the following address:

U.S. Coast Guard Surface Forces Logistics Center CPD3/Small Boat Product Line Mail Stop 26, Bldg. 31, 2nd Floor 2401 Hawkins Point Road Baltimore, MD 21226-5000 M/F: Contract Number: {To be furnished at the time of award} Delivery Order Number: {To be furnished with each individual delivery order}

(B) All Gears shall be delivered to the following address:

U.S. Coast Guard Surface Forces Logistics Center Receiving Room, Building 88 2401 Hawkins Point Road Baltimore, MD 21226-5000 M/F: Contract Number: {To be furnished at the time of award} Delivery Order Number: {To be furnished with each individual delivery order}

NOTE: Warehouse hours are Monday-Friday, excluding Federal holidays, during the hours of 7:00 AM to 1:00 PM. No appointments are necessary to make deliveries.

The Government reserves the right to request direct deliveries as needed. Each individual delivery order will identify the delivery destination.

DELIVERY OF GOVERNMENT FURNISHED PROPERTY

The Government shall be responsible for providing delivery of all Government Furnished Property to the contractor’s facility. It is the contractor’s responsibility to provide F.O.B. Destination delivery of recondition/overhauled gears to the address for shipment as provided in Place of Delivery-Destination.

CONTRACT ADMINISTRATION

CONTRACT ADMINISTRATION

The Contracting Officer or authorized representative, located at the U.S. Coast Guard Surface Forces Logistics Center, C&P3-SBPL, 2401 Hawkins Point Road, Baltimore, MD 21226-5000, shall be the contract administrator for this contract – Drena Vining, (410) 762-6883, Drena.S.Vining@uscg.mil.

INVOICING REQUIREMENTS

(a) All information set forth in FAR Clause 52.212-4(g) must be included in an invoice for it to constitute a proper invoice.

(b) All invoices shall be submitted to the following address:

U.S. Coast Guard P.O. Box 4122 Chesapeake, VA 23327-4122 M/F: Contract Number: {To be furnished at the time of award} Delivery Order Number: {To be furnished with each individual delivery order}

**Note Contractor’s may submit invoices via email to FIN-SMB-YardTeam@uscg.mil

(c) All invoices must contain the following information to constitute a proper invoice:

(4) Description, quantity, unit of measure, unit price and extended price

Invoices shall be processed in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment. The Contractor is encouraged to assign an identification number to each invoice. Failure to submit invoices directly to this office will delay prompt payment of your invoice. A copy of any invoice submitted for payment must also be forwarded to the Contracting Officer clearly marked “Information only.”

RESPONSIBLE OFFICIALS WHO CAN RECEIVE NOTIFICATION OF AN IMPROPER INVOICE AND ASNWER QUESTIONS REGARDING THE INVOICE

For use in the event your firm receives a contract as a result of this solicitation, designate below the responsible official(s) who can receive notification of an improper invoice and answer questions regarding the invoice.

Name:

Title:

Address:

Telephone Number:

Email Address:

UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

(a) The Contractor shall not accept any instructions issued by any person employed by the U.S. Government or otherwise other than the Contracting Officer or the Contracting Officer’s Representative acting within the limits of their authority. A Contracting Officer’s Representative shall be designated in writing to the Contractor and shall set forth the scope of their authority.

(b ) No information, other than that which may be contained in an authorized amendment to this purchase instrument duly issued by the Contracting Officer, which may be received from any person employed by the Government or otherwise will be considered as grounds for deviation from any stipulations of the purchase instruments or referenced drawings and/or specifications contained herein.

COAST GUARD ACTIVITY AUTHORIZED TO PLACE ORDERS

Delivery orders shall be issued by the following Coast Guard activity:

However, any Coast Guard warranted Contracting Officer may place orders up to their designated warrant limits.

CONTRACTING OFFICER’S AUTHORITY

No oral or written statement of any person other than the Contracting Officer will in any manner or degree modify or otherwise affect the terms of this contract. The Contracting Officer is the only person authorized to approve changes in any of the requirements under this contract, and, notwithstanding any provisions contained elsewhere in this contract, said authority remains solely with the Contracting Officer. In the event the Contractor effects any such change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in cost incurred as a result thereof.

CONTRACTOR PERFORMANCE EVALUATION

The resultant contractor's performance shall be evaluated throughout the contract period for inclusion into a Contractor Performance Report (evaluation) by the end user(s) for use by this agency and other government agencies on future source selection award decisions. The report shall be completed by the assigned Contracting Officer’s Representative (COR) at the completion of each individual delivery order and prior to exercising any option periods. Upon review by the Contracting Officer, the results will be provided to the contractor who will be given a period of thirty (30) days to review and provide comments. Contractor comments will be reviewed and considered by the Contracting Officer. The areas to be evaluated are:

Each area will be evaluated using the following adjectival scale: Exceptional, Very Good, Satisfactory, Marginal, and Unsatisfactory.

The performance evaluation process shall be accomplished by all participants electronically using the Contractor Performance Assessment Reporting System (CPARS) via the Internet. The CPARS is an all-inclusive system with many built-in levels of security designed to safeguard your performance evaluation throughout the entire process. In order to ensure that the Contracting Officer provides the correct person electronic access to the performance evaluation report for review and comment, the contractor shall provide to the Contracting Officer, (1) the primary contractor representatives name, e-mail address, telephone number and unique identifier and (2) the secondary contractor representatives name, e-mail address and telephone number. The contractor will receive a system generated e-mail notification when the performance evaluation for this contract is ready for review. The contractor will access the Contractor Module of the system, review the evaluation and submit desired comments. The notification e-mail will contain instructions for the Contractor’s Representative to log in with their unique ID in order to obtain a personal identification number (PIN). The PIN may be used to access this contractor’s evaluation only, and will be deactivated after the evaluation has been reviewed and comments have been submitted. The contractor should be mindful that the system provides thirty (30) days to electronically submit comments.

If no comments are received during the thirty (30) day period, the system will automatically set the evaluation to completed status and will incorporate a statement to the effect that no comments were received within the time limit. The fully completed report is automatically sent to the contractor by the system for viewing and may, at that time, be printed.

PRIME CONTRACTOR REPRESENTATIVE:

SECONDARY CONTRACTOR REPRESENTATIVE:

REQUIRED STANDARD OF WORKMANSHIP

Unless otherwise specifically provided in this contract, the quality of all supplies and services rendered hereunder shall conform to the highest standards in the relevant profession, trade, or field of endeavor. All supplies and services shall be rendered or supervised directly by individual fully qualified in the relevant profession, trade, or field, and holding and licenses required by law.

GOVERNMENT FURNISHED PROPERTY

The Government shall provide only that property set forth below, notwithstanding any terms or conditions of the specification to the contrary.

GFP furnished under this contract shall be:

ADDRESS FOR SHIPMENT OF GOVERNMENT FURNISHED PROPERTY

Firm Name: _________________________________________

Street Address: ______________________________________

City, State, Zip Code: _________________________________

DISPOSITION OF GOVERNMENT FURNISHED PROPERTY/DATA

Each reduction gear, upon transfer from the Government to the Contractor, shall be examined for completeness, proper type, quantity, and damage. The Contractor shall be fully and solely responsible for any damage to such material while in the contractor’s custody and until it is returned to the U.S. Coast Guard Engineering Logistics Center and accepted by the Contracting Officer or an authorized representative.

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JAN 2017)

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1988)

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 www.acquisition.gov.

NUMBER TITLE DATE

FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

(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 Web sites) 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:

(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.

FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

(a) Definitions. As used in this provision—

“Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceeding at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite- quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [_] has [_] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management database via https://www.acquisition.gov (see 52.204-7).

FAR 52.216-18 ORDERING (OCT 1995)

(a) Any supplies or services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of contract award through a period of sixty (60) months.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor –

(1) Any order for a single item in excess of ten (10) each kits.

(2) Any order for a combination of items in excess of fifteen (15) each kits.

(3) A series of orders from the same ordering office within thirty (30) calendar days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at 52.216-21 of the Federal Acquisition Regulation (FAR), the Government is not required to order a part of any one requirement from the Contractor if that requirements exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within five (5) calendar days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government’s requirements do not result in orders in the quantities described as “estimated’’ or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after contract expiration.

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 thirty (30) calendar days prior to the expiration of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar days 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 sixty months.

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;

(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.

(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:

(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.

HSAR 3052.212-70 CONTRACT TERMS AND CONDITIONS APPLICABLE TO DHS ACQUISITION OF COMMERCIAL ITEMS (SEP 2012)

The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The provision or clause in effect based on the application regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference:

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS (JAN 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(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:

_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).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

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

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

___ (5) [Reserved] ___ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

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

___ (10) [Reserved] ___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

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

___ (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).

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

___ (13) [Reserved] ___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

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

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

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637 (d)(4)).

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

___ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

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

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

___ (22) 52.219-28, Post Award Small Business…