Commercial_Solicitation_(SF-1449)-31722-final.pdf

NOTICE TO OFFERORS

SOLICITATION NUMBER: HSCG40-17-R-31722

The U.S. Department of Homeland Security, U.S. Coast Guard, Shore Surface Forces Logistics Center

(SFLC) plans to overhaul the Pratt & Whitney Gas Turbine (Model FT4A) Components used on the

USCG’s 378’ WHEC cutters and the 400’ WAGB icebreakers as outlined in the solicitation utilizing procedures in FAR Part 12, Acquisition of Commercial Items, FAR Subpart 13.5 Simplified Procedures for Certain Commercial items, and FAR Part 15, Contracting by Negotiation. It is the Government's intention to solicit and negotiate solely with the manufacturer, Wood Group Pratt & Whitney Industrial

Turbine Services, LLC.

The NAICS code is 333611- Turbine and Turbine Generator Set Unit Manufacturing. The Small

Business Size Standard is 1500 employees.

THE FOLLOWING INFORMATION IS HIGHLIGHTED FOR YOUR ATTENTION

1. This cover sheet is not intended to be all-inclusive. Please read the entire solicitation, including any attachments, to ensure completion of all required representations, certifications and submissions. Acknowledge all Solicitation Amendments (SF-30) issued by the Government.

2. Your offer shall include ALL of the documents and information listed on pages 21-22 (FAR

Provision 52.212-1, (b) Submission of Offers) and your offer shall be received by our office at or before the exact date and time specified on page 1 of the SF-1449, Block 8 to be eligible for award. Also, see FAR Provision 52.212-2 (pages 28-29) for Evaluation Factors.

3. Send your offer with all required documentation to the following mailing address:

U.S. Department of Homeland Security

United States Coast Guard

Surface Forces Logistics Center

Contract & Procurement Division (C&P2-LRE)

Attn: Jing Liu

1301 Clay Street Suite 800N

Oakland, CA 94612

Via email to Jing.Liu@uscg.mil

4. QUESTIONS/CONCERNS: It shall be the obligation of the offeror to exercise due diligence to discover and to bring to the attention of the Government any ambiguities, inconsistencies, or concerns regarding the information in this solicitation. All questions/concerns regarding this solicitation shall be submitted in writing to the Contract Specialist at Jing.Liu@uscg.mil no later than June 9, 2017 at 3:00 PM PST. Offerors shall reference the solicitation number and provide enough information in their e-mail so that questions can be easily answered. Questions/concerns will be compiled and addressed on an “Amendment of Solicitation” (SF-30) and will be posted on the FedBizOpps website for viewing by all potential offerors. Answers to questions will be available after the due date for questions has past.

ALL SOLICITATION AMENDMENTS MUST BE ACKNOWLEDGED IN WRITING.

Request for Proposal Due Date: June 9, 2017 at 03:00PM, Pacific Time

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 https://www.acquisition.gov/far/index.html https://www.acquisition.gov/far/index.html mailto:OPAP@uscg.mil

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17(a-b), 23, 24, & 30(a-c)

1. REQUISITION NUMBER

2. CONTRACT NO.

3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

HSCG40-17-R-31722

6. SOLICITATION

ISSUE DATE

05/10/2017

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Jing Liu

b. TELEPHONE NUMBER (No collect calls)

(510) 637-5970

8. OFFER DUE DATE/

LOCAL TIME

06/09/2017

03:00 PM PST

9. ISSUED BY CODE 85

UNITED STATES COAST GUARD, COMMANDER

SURFACE FORCES LOGISTICS CENTER

CONTRACT & PROCUREMENT DIVISION (C&P2-LRE)

1301 CLAY STREET SUITE 800N

OAKLAND, CA 94612

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS WOMEN-OWNED SMALL

HUBZONE SMALL BUSINESS (WOSB) ELIGIBLE

BUSINESS UNDER THE WOMEN-OWNED

SERVICE-DISABLED SMALL BUSINESS PROGRAM

VETERAN-OWNED EDWOSB

SMALL BUSINESS 8(A)

NAICS: 333611

SIZE STANDARD: 1500 employees

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT

TERMS

Net 30

Other: ________________________

13a. THIS CONTRACT IS A

RATED ORDER UNDER DPAS

(15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE

CONTINUED ON PAGE 2

16. ADMINISTERED BY CODE

SAME AS BLOCK 9

17a. CONTRACTOR/ OFFEROR (NAME / ADDRESS)

DUNS:

TELEPHONE NO:

FAX NO:

18a. PAYMENT WILL BE MADE BY CODE 51800

Commanding Officer

U.S. Coast Guard Finance Center Chesapeake, VA

(800) 565-5504

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

ADDRESS IN OFFER

*Payments will be made by Electronic Funds Transfer (EFT)*

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

SEE ADDENDUM: CONTINUED ON PAGE 2

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

United States Coast Guard has the requirements to overhaul the

Pratt & Whitney Gas Turbine (Model FT4A) Components used on the USCG’s 378’ WHEC cutters and the 400’ WAGB icebreakers.

Please see the attachments.

CONTINUED ON PAGES 2-44

25. ACCOUNTING AND APPROPRIATION DATA (FOR GOVT USE ONLY)

26. TOTAL AWARD AMOUNT (FOR GOVT USE ONLY)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1 AND 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE / ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE / ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND

RETURN ONE (1) COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO

FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE

IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REFERENCE __________________OFFER DATED

_______________. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY

ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO

ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or print)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (Type or print)

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA – FAR (48 CFR

CONTINUATION SHEET FOR:

STANDARD FORM 1449

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE

Continuation of SF-1449 Block 15: Deliver To

Deliver To: Unless otherwise directed on the Delivery Order, all Gas Turbine Components that are repairable or not, shall be delivered F.O.B. Destination to the following address:

Commanding Officer

USCG Surface Forces Logistics Center

Receiving Room, Bldg. 88

Baltimore , MD 21226

M/F: Contract Number {**to be furnished at time of award}

M/F: Delivery Order Number {**to be furnished with each individual delivery order}

All required shipping and delivery data and/or documentation shall be emailed and mailed to

{**to be furnished at time of award}.

The Government reserves the right to request Direct Delivery. Each individual delivery order will identify the delivery destination.

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

See Specifications R-234-0185 (Attachment 1) and FT4A Components Repair Contract Delivery

Schedule (Attachment 2) for additional instructions.

Continuation of SF-1449 Block 16: Administered By (Contract Management)

Notwithstanding the Contractor’s responsibility for total management during the performance of the contract, the administration of the contract will require maximum coordination between the

Government and the Contractor. The individuals listed below will be the Government points of contact during the performance period.

Contract Administration: The U.S. Department of Homeland Security, U.S. Coast Guard, Shore Surface Forces Logistics Center (SFLC), CPD-C&P2-LRE, 1301 Clay Street, Suite 807N, Oakland, CA 94612 will perform all contract administration. Communications pertaining to contractual administrative matters shall be addressed to one of the Contracting Officers (KO) listed below. Changes in, or deviations from, the statement of work or terms and conditions of the contract shall not be effected without written modification to the order as executed by a

USCG SFLC CPD-C&P2-LRE Contracting Officer.

Primary Contracting Officer: Jing Liu Telephone#: (510) 637-5970

Email: Jing.Liu@uscg.mil Fax#: (510) 637-5978 mailto:Jing.Liu@uscg.mil

Alternate Contracting Officer(s): Any warranted USCG SFLC CPD-C&P2-LRE Contracting

Officer

The Contracting Officer’s Representative (COR) is a Government employee designated in writing by the Contracting Officer to act as a technical advisor for the Contracting Officer for services/items within the scope of the contract. The COR performs functions such as review and/or inspection and acceptance of supplies and services and of a technical nature. A designation letter will set forth the name of the COR and the authorities and limitations of the

COR under the contract. This person does not have a warrant that provides the authority to contractually commit the Government or to modify any terms and conditions of a contract.

Continuation of SF-1449 Block 17b: Remittance Address

Payment will be made by Electronic Funds Transfer (EFT) to the financial institution listed in the System for Award Management (SAM).

Continuation of SF-1449 Blocks 18a and 18b: Invoice Procedures

Please see Attachment 5, Invoicing Requirements.

Continuation of SF-1449 Blocks 19-24: Schedule of Supplies/Services

Contract Type. This is an Indefinite-Delivery Requirements Contract with firm fixed unit prices (base with two one-year option periods). Delivery orders will be issued for the estimated items in the Schedule as they are required by the Government. The Government does not guarantee the purchase of the estimated quantities. The period of performance for the contract shall begin on the award/effective date and shall continue for a period of two (2) years if all options are exercised. Firm-Fixed Prices shall include all costs to provide the service/supplies, which includes all applicable Federal, State, and local taxes and duties in accordance with FAR Clause 52.212-4(k). Prices shall be based on FOB destination in accordance with FAR 47.303-6

Contract Period of Performance.

Base Period: 25 July 2017 – 24 July 2018 (Start date is anticipated and may change at time of award)

Option Period One: 25 July 2018 – 24 July 2019 (if exercised by the Government)

Option Period Two: 25 July 2019 – 24 July 2020 (if exercised by the Government)

Completing Schedule of Supplies/Services (Attachment 1).

Fill in the “Unit Price” and “Total Price” column for the CLINS you are capable of delivering on the

“Schedule of Supplies/Services” (Attachment 1). A zero dollar figure ($0.00) unit price means the

Offeror will provide the service or supply at no charge to the Government. In addition, complete the

“Subtotal” block at the end of each year and the “Total Contract Amount” block at the end of the schedule. (Please double check your calculations. All items listed in the CLINS and Specification are parts manufactured by Wood Group Pratt & Whitney, the original manufacturer (OEM). To assure proper

Form, Fit and Function of the parts to the gas turbine, 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.

See FAR 52.211-8 on Pages 12-13 for the required delivery schedule of this contract.

STATEMENT OF WORK / SPECIFICATION

See Attachment 3-USCG Specification R-234-0185 Dated 08/1999 Revision D 02/2016

This space intentionally left blank

CONTRACT CLAUSES

FAR CLAUSE 52.212-4: Contract Terms and Conditions-Commercial Items (Jan 2017).

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or

52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award

Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of

Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any

United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the

Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31

U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41

U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in

(i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the

Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting

Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The

Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the

Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. – Modified The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If the item(s) in the contract resulting from this solicitation are customarily warranted in the trade by a standard commercial warranty, such warranty shall be incorporated into this contract and thereby provided to the Government at no additional cost. Any standard commercial warranty provided shall be identical to the standard commercial warranty normally offered by the

Contractor to the Contractor’s most favored customer.

(p) Limitation of liability. – Modified

(1) The Contractor shall assume all liability for and shall indemnify and save harmless the Government, its officers, enlisted personnel, agents and employees from and against any loss, damage or injury which may be sustained by any person or persons, whether they be employees, agents, or representatives of the parties hereto, or third persons, as a result of the Contractor‘s failure to perform this contract as required by its terms. The

Contractor also shall be liable for and shall at all times defend, indemnify and hold harmless the government, its officers, enlisted personnel, agents and employees from and against any and all public or private environmental claims or liabilities arising from the Contractor‘s performance of this contract; public or private environmental claims or liabilities shall include but not be limited to civil and criminal penalties, natural resource damages, response costs, cleanup and remediation, damage to government and third party property, and any other third party liability.

(2) In the event any such claim or demand is made upon the Government, its officers, enlisted personnel, agents or employees, or in the event any suit therefore is instituted, the Government shall give immediate notice of such claim or suit to the Contractor and will refrain from any payment or demand with respect to such claim or suit without first allowing the Contractor a reasonable opportunity to resolve the claim. The Contractor‘s liability under this clause shall include reimbursement to the Government, its officers, enlisted personnel, agents and employees for any judgments, payments or litigation expenses occasioned to them in connection with claims, demands or suits of which notice has been given by the Government.

(3) The Contractor releases the Government, its officers, enlisted personnel, agents and employees from any liability for any loss, damage or injury which may be sustained by the Contractor‘s failure to perform this contract as required by its terms.

(4) Notwithstanding any other provisions of this clause, the Contractor shall not be liable for or required to defend, indemnify, hold harmless or release the Government, its officers, enlisted personnel, agents and employees for any judgments, payments or expenses arising out of and to the extent of the gross negligence, willful misconduct or criminal acts of the Government, its officers, enlisted personnel, agents or employees.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly

American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data.

To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting

Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible

Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the

Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR

Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractor’s SAM record that indicates payments, including those made by

EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-

Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

ADDENDUM TO FAR CLAUSE 52.212-4; the following paragraphs are added to the clause.

(w) Contractor Performance Evaluations.

The U.S. Coast Guard Surface Forces Logistic Center (SFLC) will monitor and evaluate the successful offeror’s past performance of this contract and prepare a Contractor Performance Assessment Report (CPAR) in accordance with

FAR Part 42.15. All information contained in this assessment may be used, within the limitations of FAR 42.15, by the government for future source selections and in accordance with FAR 15.304, when past performance is an evaluation factor for award.

(b) NOTIFICATION: Upon completion of the contract, the contractor will be notified of the assessment. The contractor will be allowed 60 days to respond to the SFLC’s assessment of its performance entered into CPARS.

The contractor’s response, if any, will be made part of the CPAR system at https://www.cpars.csd.disa.mil.

(c) INFORMATION: Information included in the CPAR may include, but is not limited to, the contractor’s record of conforming to contract requirements and to standards of good workmanship; the contractor’s record of forecasting and controlling costs; the contractor’s adherence to contract schedules, including the administrative aspects of performance; the contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; the contractor’s record of integrity and business ethics, and generally, the contractor’s business-like concern for the interest of the customer.

https://www.acquisition.gov/ https://www.cpars.csd.disa.mil/

(d) RELEASE OF DATA: CPARS information is considered business sensitive and will not be released except:

(1) to other Federal procurement activities which request it; (2) when SFLC must release pursuant to a Freedom of

Information Act (FOIA) request; or (3) when prior written consent is requested and obtained from the contractor.

(x) FAR Clause 52.204-1: Approval of Contract (DEC 1989).

This contract is subject to the written approval of a Contracting Officer from the United States Coast Guard, Surface

Forces Logistics Center (SFLC) and shall not be binding until so approved.

(y) HSAR Clause 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.

(z) FAR 52.216 -1 Type Of Contract (Apr 1984)

The Government contemplates award of one indefinite-delivery requirements contract (base and two one-year option

Periods) with FFP Delivery Orders.

(aa) 52.216 -18 Ordering (Oct 1995)

(a) Any supplies and 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 during the

Contract Period of Performance:

Base Period: 25 July 2017 – 24 July 2018 (Start date is anticipated and may change at time of award)

Option Period One: 25 July 2018 – 24 July 2019 (if exercised by the Government)

Option Period Two: 25 July 2019 – 24 July 2020 (if exercised by the Government)

(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.

(ab) 52.216-19 Order Limitation (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than NO MINIMUM QUANTITY 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 $100,000.00;

(2) Any order for a combination of items in excess of $250,000.00; or

(3) A series of orders from the same ordering office within 30 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 subsection 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 requirement 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 15 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.

(End of Clause)

(ac) 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 01/24/2021.

(End of Clause)

(ad) FAR 52.217-9 - Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of the contract by written notice to the Contractor within 30 days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(c) The total duration of the contract, including the exercise of any options under this clause, shall not exceed 36 months.

(ae) FAR Clause 52.211-8: Time of Delivery (Jun 1997).

The Government requires delivery to be made according to the “FT4A Components Repair Contract Delivery

Schedule” (Attachment 2).

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.

Offer’s Proposed Delivery Schedule

CLIN Quantity Within Calendar Days After

Receipt of Order (ARO)

(af) FAR 52.246-17 - Warranty of Supplies of a Noncomplex Nature (June 2003)

(b) Contractor’s obligations.

(1) Notwithstanding inspection and acceptance by the Government of supplies furnished under this contract, or any condition of this contract concerning the conclusiveness thereof, the Contractor warrants 24 months of storage from the date of delivery or 12 months after installation or 1500 operational hours whichever occurs first.

(c) Remedies available to the Government.

(1) The…