Request_For_Proposal_HSCG84-13-R-1SA738.pdf

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ATTENTION OFFERORS

PLEASE CAREFULLY READ AND COMPLETE THE ENTIRE SOLICITATION.

THE FOLLOWING ARE HIGHLIGHTED FOR YOUR ATTENTION:

1. Be sure to complete all required prices set forth in the Schedule of Supplies/Services (Blocks 19 through 24).

2. Be sure to complete all required certifications in FAR 52.212-3

3. Be sure to complete SF 1449 (first page of offer), including appropriate signature.

4. Be sure that your offer reaches this office by the time and date specified in Blocks #8 of SF 1449 or in any amendment thereto.

5. Be sure to completed provisions FAR 52.209-5, Certification Regarding Responsibility Matters (APR 2010) and FAR 52.209-7, Information Regarding Responsibility Matters (Jan 2011) on pages 57.

THE ABOVE IS NOT INTENDED TO BE ALL-INCLUSIVE, THEREFORE, PLEASE

READ THE ENTIRE DOCUMENT TO ENSURE COMPLETION OF ALL REQUIRED

REPRESENTATIONS, CERTIFICATIONS AND SUBMISSIONS.

ALL AMENDMENTS MUST BE ACKNOWLEDGED IN WRITING.

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NOTICE FOR FILING AGENCY PROTESTS

It is the policy of the 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 General Accounting 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 that a specific USCG procurement us unfair or otherwise defective should first direct their concerns to the cognizant contracting officer. If the contracting officer is unable to satisfy the concerns, the interested party is encouraged to contact the USCG 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 at FAR 33.103. If the protester fails to submit the required information, resolution of the parties may be delayed or the protest may be dismissed. This will not preclude re-filing of the protest to meet the requirement. 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 forwarded to the address below:

COMMANDANT (CG-9131)

United Sates Coast Guard Ombudsman Program for Agency Protest 2100 2nd Street, SW, Stop 7112 Washington, D.C. 20593-7112

The Ombudsman Hotline telephone number is 202-372-3695.

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Continuation of SF1449 – Block 16/Contract Management

Notwithstanding the Contractor’s responsibility for total management during the performance of the contract, the administration of this contract will require maximum coordination between the Government and the contractor. The individuals listed below will the Government points of contact during the performance period:

The Field Support Services Contracting Section (PCB), U.S. Coast Guard Shore Infrastructure Logistics Center (SILC) will perform all contract administration under this contract. The location of the Primary Contracting Officer, Alternate(s) Contracting Officer, and Contract Specialist/Administrator for the contract is at Coast Guard Island, Building 54C, Alameda, CA 94501. Communication pertaining to contractual administrative matters shall be addressed to the UContracting OfficerU listed below. Change in, or deviation from, the scope of work will not be effected without a written modification to the contract as executed by a SILC Contracting Officer.

PRIMARY:

Contracting Officer: Elaine Rachko Telephone No. 510-437-3047 Email: Elaine.D.Rachko@uscg.mil

ALTERNATE:

Contracting Officer: Jeanie Thorne Email: HUJeanie.S.Thorne@uscg.mil UH Telephone: No. 757 628-4109

Contract Specialist/Administrator: Telephone No. 508-968-6526 Jennifer Souza-Madura Email: Jennifer.B.Souza-Madura@uscg.mil

The Contract Specialist serves as the point of contact between the Contractor and the Contracting Officer. However, the contract specialist does not have a warrant that provides authority to contractually commit the Government.

Contracting Officer’s Representative (COR) is a Government person(s) whom the Contracting Officer designates in writing to act as the technical representative for the Contracting Officer for items within the scope of the contract. The COR performs functions such as review and/or inspection and acceptance of supplies and services of a technical nature.

The designation letter sets forth the authorities and limitations of the COR under the contract.

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Table of Contents Page

Solicitation Contract/Order For Commericial Items SF1449……………………………………………1 Attention Offerors…………………………………………………………………………………………………..2

Notice for Filing Agency Protests…………………………………………………………………………………..3

Continuation of SF1449/Contract Management………………………………………………………….4

Table of Contents…………………………………………………………………………………………………...5

I. Addenda Schedule Supplies/Services………………………………………………………

II. Addendum FAR 212-4 Contract Terms and Conditions Commercial Items (FEB 2012)

III. 3052.212–70 Contract Terms and Conditions Applicable to

DHS Acquisition of Commercial Items……………………………………………………………..25

IV. FAR 52.252-2 FAR and HSAR Clauses Incorporated by Reference and…………………………..26

V. General Clauses……………………………………………………………………………………..27

VI. FAR 52.212-5 Contract Terms and Conditions Required to Implement Statues Executive

Orders………………………………………………………………………………………………..27

VII. Contract Attachments

VIII. FAR 5212-1 Instructions to Offerors – Commercial Items (FEB 2012)……………………………35

IX. FAR Provision 52.212-2 Evaluation—Commercial Items (JAN 1999)…………………………….39

X. FAR 52.212-3 Offeror Representations /Certifications-Commercial Items (DEC 2012)

XI. FAR 52.209-5 Certification of Responsibility Matters

XII. Bio Based Certification ……………………………………………………………………………59

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Continuation of SF1449 – Block 19 through 24, Schedule of Supplies/Services

I. ADDENDA - SCHEDULE OF SUPPLIES/SERVICES /PRICES/COST

LIFEGUARD SERVICES, POOL MAINTENANCE AND SWIMMING LESSONS

The Contractor shall provide all labor, material, equipment and supervision necessary to provide lifeguard services, pool maintenance and swimming lessons in accordance with the Performance Work Statement for U.S. Coast Guard, Air Station Cape Cod, Buzzards Bay, MA 02542.

UBASE YEAR: 10 June 2013 – 3 SEPTEMBER 2013 (FY 2013) U

FIRM FIXED PRICE

CLIN DESCRIPTION QTY UNIT UNIT

PRICE TOTAL

0001 Lifeguard Services and Pool Maintenance 4 MO $ $

FIRM FIXED PRICE INDEFINITE DELIVERY/ INDEFINITE QUANTITY (IDIQ)

CLIN DESCRIPTION Est

QTY UNIT UNIT

PRICE TOTAL

0002 Swimming Lessons

0002A

Water Babies, Mommy and Me Mon & Wed 1200-1230p Average Class Size: 5

8 WK $ $

0002B Pre-School Beginners Mon & Wed 2:30 – 3:00p Average Class Size: 5

8 WK $ $

0002C Pre-School Intermediate Mon & Wed 3:00-3:30p Average Class Size: 5

8 WK $ $

0002D Pre-School Advanced Mon & Wed 3:30 – 4:00p Average Class size: 5

8 WK $ $

0002E School Age Beginners Tue & Thu 1:00-1:45p Average Class Size: 5

8 WK $ $

0002F School Age intermediate Tue & Thu 1:45 – 2:30p Average Class Size: 5

8 WK $ $

0002G School Age Advanced Tue & Thu 2:30 – 3:15 8 WK $ $

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Average Class Size: 5

GRAND

TOTAL CLINS 0001 – 0002G $ $

UOPTION YEAR 1: 9 June 2014 – 2 SEPTEMBER 2014 (FY 2014)

The Contractor shall provide all labor, material, equipment and supervision necessary to provide lifeguard services, pool maintenance and swimming lessons in accordance with the Performance Work Statement for U.S. Coast Guard, Air Station Cape Cod, Buzzards Bay, MA

1001 Lifeguard Services and

QTY UNIT UNIT

PRICE TOTAL

1002 Swimming Lessons

1002A

Water Babies, Mommy and Me Mon & Wed 1200-1230p Average Class Size: 5

8 WK $ $

1002B Pre-School Beginners Mon & Wed 2:30 – 3:00p Average Class Size: 5

8 WK $ $

1002C Pre-School Intermediate Mon & Wed 3:00-3:30p Average Class Size: 5

8 WK $ $

1002D Pre-School Advanced Mon & Wed 3:30 – 4:00p Average Class size: 5

8 WK $ $

1002E School Age Beginners Tue & Thu 1:00-1:45p Average Class Size: 5

8 WK $ $

1002F School Age intermediate Tue & Thu 1:45 – 2:30p Average Class Size: 5

8 WK $ $

1002G School Age Advanced Tue & Thu 2:30 – 3:15 8 WK $ $

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Average Class Size: 5

TOTAL CLINS 1001 – 1002G $ $

UOPTION YEAR 2: 8 JUNE 2015 – 1 SEPTEMBER 2015 (FY2015)

provide lifeguard services, pool maintenance and swimming lessons in accordance with the Performance Work Statement for U.S. Coast Guard, Air Station Cape Cod Buzzards Bay, MA

2001 Lifeguard Services and

QTY UNIT UNIT

PRICE TOTAL

2002 Swimming Lessons

2002A

Water Babies, Mommy and Me Mon & Wed 1200-1230p Average Class Size: 5

8 WK $ $

2002B Pre-School Beginners Mon & Wed 2:30 – 3:00p Average Class Size: 5

8 WK $ $

2002C Pre-School Intermediate Mon & Wed 3:00-3:30p Average Class Size: 5

8 WK $ $

2002D Pre-School Advanced Mon & Wed 3:30 – 4:00p Average Class size: 5

8 WK $ $

2002E School Age Beginners Tue & Thu 1:00-1:45p Average Class Size: 5

8 WK $ $

2002F School Age intermediate Tue & Thu 1:45 – 2:30p Average Class Size: 5

8 WK $ $

2002G School Age Advanced Tue & Thu 2:30 – 3:15 Average Class Size: 5

8 WK $ $

GRAND CLINS 2001 – 2002G $ $

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TOTAL

UOPTION YEAR 3: 6 JUNE 2016 – 6 SEPTEMBER 2016 (FY2016)

provide lifeguard services, pool maintenance and swimming lessons in accordance with the Performance Work Statement for U.S. Coast Guard, Air Station Cape Cod Buzzards Bay, MA 02542

3001 Lifeguard Services and

QTY UNIT UNIT

PRICE TOTAL

3002 Swimming Lessons

3002A

Water Babies, Mommy and Me Mon & Wed 1200-1230p Average Class Size: 5

8 WK $ $

3002B Pre-School Beginners Mon & Wed 2:30 – 3:00p Average Class Size: 5

8 WK $ $

3002C Pre-School Intermediate Mon & Wed 3:00-3:30p Average Class Size: 5

8 WK $ $

3002D Pre-School Advanced Mon & Wed 3:30 – 4:00p Average Class size: 5

8 WK $ $

3002E School Age Beginners Tue & Thu 1:00-1:45p Average Class Size: 5

8 WK $ $

3002F School Age intermediate Tue & Thu 1:45 – 2:30p Average Class Size: 5

8 WK $ $

3002G School Age Advanced Tue & Thu 2:30 – 3:15 Average Class Size: 5

8 WK $ $

TOTAL CLINS 3001 – 3002G $ $

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UOPTION YEAR 4: 5 JUNE 2017 – 5 SEPTEMBER 2017 (FY2017)

provide lifeguard services, pool maintenance and swimming lessons in accordance with the Performance Work Statement for U.S. Coast Guard, Air Station Cape Cod Buzzards Bay, MA 02542

4001 Lifeguard Services and

QTY UNIT UNIT

PRICE TOTAL

4002 Swimming Lessons

4002A

Water Babies, Mommy and Me Mon & Wed 1200-1230p Average Class Size: 5

8 WK $ $

4002B Pre-School Beginners Mon & Wed 2:30 – 3:00p Average Class Size: 5

8 WK $ $

4002C Pre-School Intermediate Mon & Wed 3:00-3:30p Average Class Size: 5

8 WK $ $

4002D Pre-School Advanced Mon & Wed 3:30 – 4:00p Average Class size: 5

8 WK $ $

4002E School Age Beginners Tue & Thu 1:00-1:45p Average Class Size: 5

8 WK $ $

4002F School Age intermediate Tue & Thu 1:45 – 2:30p Average Class Size: 5

8 WK $ $

4002G School Age Advanced Tue & Thu 2:30 – 3:15 Average Class Size: 5

8 WK $ $

TOTAL CLINS 4001 – 4002G $ $

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TOTAL PRICE INCLUSIVE OF ALL OPTION YEARS:

BASE YEAR – OPTION YEAR FOUR

TOTAL CLINS 0001 – 4002G $ $

Continuation of SF1449 – Block 27, FAR Clauses

0BII. ADDENDUM FAR 52.212-4, CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS (FEB 2012). Clause is incorporated in full text with tailoring as specified pursuant to FAR 12-302.

(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 the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any

HSCG84-13-R-1SA038 Page 12 of 59 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, contract 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.

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(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-- Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), 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.

Paragraph (g) Invoicing is modified with the following instructions:

Invoicing Instructions: Electronic submission of Invoices is mandatory

1. The Contractor shall submit invoices for services via Coast Guard Finance Center

Website at:

HUhttp://www.fincen.uscg.mil/centralinv/central_inv_contr.cfmU

2. The web submission requires the contractor to complete the Invoice Receipt Cover Form, select the Invoice Routing Code, and attach a PDF file of the invoice and any other supporting documentation.

3. A sample of the Invoice Receipt Cover Form is provided below. Mandatory information to be completed is highlighted in red on the website.

Invoice Routing Code:

SILC PCB-2

(help) Invoice Receipt Date:

MM/DD/YY

(help)

Contract Number: (help) Invoice Number: (help)

Requisition Number: (help) Invoice Date:

MM/DD/YY

(help)

Delivery/Task Order Number: (help) Invoice Amount:

0.00

(help)

Discount Terms:

00.00

Discount Days

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Net Days (help)

Contractor Information Attachment of Official Invoice

Contractor Name: (help)

Submitter Name: (help)

Submitter Email: (help)

Submitter Phone: (help)

4. The Contractor must select the correct Invoice Routing Code for timely invoice processing. The Invoice Routing Code for this contract is SILC PCB-2.

5. See the Coast Guard Finance Center Website link ( HUhttp://www.fincen.uscg.mil/centralinv/central_inv_contr.cfmUH) for instructions regarding invoice attachments.

6. A copy of the Invoice and Supporting documentation shall also be e-mailed to the

Contracting Office and COR at the addresses cited below:

COR: Candace.C.Leblanc@uscg.mil Contract Specialist: Jennifer.B.Souza-Madura@uscg.mil

(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

HSCG84-13-R-1SA038 Page 15 of 59 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 contract 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 Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), 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 as 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;

HSCG84-13-R-1SA038 Page 16 of 59 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.

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(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. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(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. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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(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, and Compliance with Laws Unique to Government Contracts 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) Central Contractor Registration (CCR). (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 CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR 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 FAR 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 CCR database; (B) comply with the requirements of subpart 42.12; and (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.

HSCG84-13-R-1SA038 Page 19 of 59

(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 CCR 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 CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims).

Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR 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 the internet at http://www.ccr.gov or by calling 1- 888-227-2423 or 269-961-5757.

Paragraph (t) Contractor Central Registration (CCR) is modified as follows:

In order to receive payments, all contractors must be registered in the System for Award Management (SAM) run by the General Services Administration (GSA).

For more information on SAM, and to register on-line, you may visit SAM at http:/www/sam.gov. SAM combines federal procurement systems and the Catalog of Federal Domestic Assistance into one new system.

This includes the functionality from the following systems:

* Central Contractor Registry (CCR)

* Federal Agency Registration (Fedreg)

* Online Representations and Certifications Application (ORCA)

* Excluded Parties List System (EPLS)

FAR Clause 52.212-4 is modified to add the following new subparagraphs:

(v) FAR Clause 52.216-1- Type of Contract (APR 1984)

The Government contemplates award of a Firm‐Fixed Price Contract resulting from this solicitation.

(w) FAR Clause 52.21618 Ordering (OCT 1995)

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(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 from 1 July 2013 through 31 August 2017.

(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.

(x) FAR Clause 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 2, 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 30;

(2) Any order for a combination of items in excess of 60; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (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 10 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.

(y) FAR 52.2175 Evaluation of Options (OCT 1995)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(z) FAR Clause 52.2178 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of

HSCG84-13-R-1SA038 Page 21 of 59 revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days prior to the contract expiration.

Option to Extend Services within the Following Limits and Rates:

(a) The Government may require the contractor to continue to perform any and all items of services under this contract in accordance with contract clause FAR 52.217-8, within the following limits over those stated in the Schedule of Supplies/Services: 100% of all contract item(s).

(b) The Contracting Officer may exercise this option, at any time and from time to time for the minimum period of 30 days, not to exceed the performance period specified in FAR clause 52.217-8, by given written notice to the Contractor.

(c) Billing rates set forth in the Schedule of Supplies/Services of the preceding or current option years, whichever is the later, shall apply to any extension of services made pursuant to this option clause.

(aa) 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 within 30 calendar days of expiration of the contract; 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.

(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 5 years.

(ab) FAR 52.228-5 Insurance –Work on a Government Installation (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government’s interest shall not be effective—

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

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(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors’ proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

Addendum: In accordance with FAR 52.228-5, Insurance - Work on a Government Installation, the Contractor shall, upon notification of award and prior to commencing work under this contract, furnish the Contracting Officer with a Certificate of Insurance as evidence of the existence and in the amounts not less than those specified below.

The Contractor shall maintain current insurance coverage throughout the life of this contract.

The Contractor shall not allow any coverage to lapse and shall provide evidence of continued coverage prior to expiration.

Minimum insurance coverage requirements:

PER PERSON PER OCCURRENCE PROPERTY

BODILY INJURY BODILY INJURY DAMAGE

Comprehensive General ------------- $500,000 --------- Automobile Liability $200,000 $500,000 $20,000 Workman's Compensation & Other (as required by Federal/State Law)

Liability Insurance: The contractor is responsible for ensuring they have adequate liability insurance coverage under FAR provisions 28.306. In addition, the contractor shall provide proof of third party liability insurance that covers up to a minimum of $1,000,000.00 dollars in personal injuries and property damages.

U(ac) UXi. FAR 52.223-2 Affirmative Procurement of Biobased Products Under Service And Construction Contracts.

(a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA)-designated items unless—

(1) The product cannot be acquired—

(i) Competitively within a time frame providing for compliance with the contract performance schedule;

(ii) Meeting contract performance requirements; or

(iii) At a reasonable price.

(2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)). For example, all USDA-designated items are exempt from the preferred procurement requirement for the following:

(i) Spacecraft system and launch support equipment.

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(ii) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

(b) Information about this requirement and these products is available at HUhttp://www.biopreferred.govUH.

(c) In the performance of this contract, the Contractor shall—

(1) Report to the environmental point of contact identified in paragraph (d) of this clause, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30;

(2) Submit this report no later than—

(i) October 31 of each year during contract performance; and

(ii) At the end of contract performance; and

(3) Contact the environmental point of contact to obtain the preferred submittal format, if that format is not specified in this contract.

(d) The environmental point of contact for this contract is: Ms. Elizabeth Kirkpatrick, Building 5216 E. Hospital Road Air Station Cape Cod, Buzzards Bay, MA 02542 508- 968-6696 Email: HUElizabeth.I.Kirkpatrick@uscg.mil UH

1B(ad) DHS Class HSAM Deviation, Limitation of Government’s Obligation (27 SEP 2011)

(a) Contract line item(s) listed below are incrementally funded or fully funded as shown in the below table. For these item(s), the sum of $ * of the total price is presently available for payment and allotted to this contract. This funding table will be updated in each contract action that provides additional funds, if any. . (Amounts below will be added by each incremental funding modification when issued)

CLIN CC CLIN CLIN Price Currently Allotted

Funding Funds Required for Complete Funding ontract Totals $3,700,000 $2,200,000 $1,500,000

(b) For item(s) identified in paragraph (a) as not fully funded, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement of authorized termination costs in the event of termination of those item(s) for the Government’s convenience, does not exceed the total amount currently allotted to the items not fully funded under the contract. The Contractor is not authorized to continue work on those item(s) beyond that point.

The total amount payable by the Government in the event of such termination of those contract line item(s) identified in paragraph (a) above includes costs, profit, and estimated/negotiated termination settlement costs for those item(s). The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the line items of the contract regardless of anything to the contrary in any other clause, such as the clause entitled “Termination for Convenience of the Government” or paragraph (l) entitled “Termination for the Government’s

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Convenience” of the clause at FAR 52.212-4, “Commercial Terms and Conditions-Commercial Items.”

(c) Notwithstanding paragraph (i) of this requirement, the Contractor will notify the Contracting Officer in writing at least __thirty__ days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state (1) the estimated date when that point will be reached and (2) an estimate of additional funding, if any, needed to continue performance. The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this contract. If after such notification additional funds are not allotted by the date identified in the Contractor’s notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not been allotted, pursuant to the clause of this contract authorizing termination for the convenience of the government, such as the clause entitled “Termination for Convenience of the Government” or paragraph (l) entitled “Termination for the Government’s Convenience” of the clause at FAR 52.212-4, “Commercial Terms and Conditions-Commercial Items.”

(d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a), the parties will agree as to the period of contract performance which will be covered by the funds. The provisions of paragraphs (b) through (d) will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a).

(f) The termination provisions of paragraphs (a) through (i) do not limit the rights of the Government under the clause entitled “Default” or “Termination for Cause.” The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a). This clause no longer applies once the contract is fully funded.

(g) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled “Termination for Convenience of the Government” or paragraph

(l) entitled “Termination for the Government’s Convenience” of the clause at FAR 52.212-4, “Commercial Terms and Conditions-Commercial Items.”

(h) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. 1342.

(i) The parties contemplate that the Government will allot funds to this contract from time to time as the need arises and as funds become available. There is no fixed schedule for providing additional funds.

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3052.212–70 Contract Terms and Conditions Applicable to DHS Acquisition of Commercial Items.

As prescribed in (HSAR) 48 CFR 3012.301, insert the following clause:

CONTRACT TERMS AND CONDITIONS APPLICABLE TO DHS ACQUISITION

OF COMMERCIAL ITEMS (SEP 2012)

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

[The Contracting Officer should either check the provisions and clauses that apply or delete the provisions and clauses that do not apply from the list. The Contracting Officer may add the date of the provision or clause if desired for clarity.]

(b) Clauses.

Resources.

_X___3052.204-71 Contractor Employee Access.

__X__3052.215-70 Key Personnel or Facilities.

___X_3052.219-70 Small Business Subcontracting Plan Reporting.

__X__3052.228-70 Insurance.

__X__3052.242-72 Contracting Officer’s Technical Representative.

(End of clause)

5B(ae) 52.232-99 -- Providing Accelerated Payment to Small Business Subcontractors

(DEVIATION)

The contracting officer shall insert the following clause in all solicitations and resultant contracts.

Providing Accelerated Payment to Small Business Subcontractors (DEVIATION 2012- 00014) (August 2012)

This clause implements the temporary policy provided by OMB Policy Memorandum M-12-16, Providing Prompt Payment to Small Business Subcontractors, dated July 11, 2012.

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(a) Upon receipt of accelerated payments from the Government, the contractor is required to make accelerated payments to small business subcontractors to the maximum extent practicable after receipt of a proper invoice and all proper documentation from the small business subcontractor.

(b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns.

(c) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(End of Clause)

2B(af) FAR Clause 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address (es):

• Federal Acquisition Regulation (FAR): HUhttp://farsite.hill.af.mil/vffara.htmU

• Homeland Security Acquisition Regulation (HSAR): HUhttp://farsite.hill.af.mil/vfhsara.htmU

FAR Clauses 52.203-3 Gratuities APR 1984 52.204-7 Central Contractor Registration DEC 2012 52.204-9 Personal Identity Verification of Contractor

Personnel

JAN 2011

52.204-13 Central Contractor Registration Maintenance Dec 2012

52.229-3 Federal, State and Local Taxes APR2003 52.232-18 Availability of Funds APR 1984 52.237-2 Protection of Government Buildings, Equipment and Vegetation

APR 1984

52.242-13 Bankruptcy JUL 1995 HSAR Clauses 3052.209-70 Prohibition on Contracts with Corporate

Expatriates

JUN 2006

3052.222-70 Strikes or Picketing Affecting Timely Completion of the Contract Work

DEC 2003

3052.222-90 Local Hire (USCG) JUN 2006 3052.223-90 Accident and Fire Reporting DEC 2003

3052.242.71 Dissemination of Contract Information DEC 2003

3052.245-70 Government Property Reports AUG 2008

Deviation

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3BIII. GENERAL CLAUSES

1. UCONTRACT TASK ORDERS (TOU)

a. Services required from the Optional Line Items (CLINs) of the Contract Schedule B will be ordered via Task Order (OF-347) issued by the Contracting Officer. All services ordered will be in accordance to the Performance Work Statement and firm-fixed price line items in the contract.

2. UAUTHORIZED ORDERING OFFICERS

Warranted Contracting Officers from the Shore Infrastructure…