SF1449_HSCG84-15-R-LAS016_Continuation.pdf

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Solicitation Contract/Order For Commercial Items.………………………………………….1

Table of Contents.………………………………………………………………………………..2

I. Continuation of SF1449 – Block 16/Contract Management……………………………3

II. Continuation of SF1449 - Block 18b/Invoice Submission

III. Continuation of SF14490 Block 19 through 24, Schedule of Supplies/Services

IV. FAR 52.212-4 Contract Terms and Conditions - Commercial Items (Dec 2014)

V. General Clauses

VI. FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items (Dec 2014)

VII. Contract Documents, Exhibits or Attachments

VIII. FAR 52.212-1 Addendum – Instructions to Offerors - Commercial Items (Apr 2014)……………………………………………………………………………………………..29

IX. FAR 52.212-3 Offeror Representations and Certifications – Commercial Items (Dec 2014) …………………………………………………………………………………………….33

X. FAR Provision 52.209-7 Information Regarding Responsibility Matters (Jul 2013)…50

XI. Biobased Product Certification (May 2012)

XII. HSAR 3052.209-79 Representation by Corporations Regarding a Felony Criminal Violation under any Federal or State Law or Unpaid Federal Tax Liability (Feb 2014) (DHS FAR Class Deviation 14-02)…

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I. Continuation of SF1449 – Block 16/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 as follows:

The Field Support Services Contracting Section (COB), 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 Contracting Officer, and Contract Specialist/Administrator for this contract is at Coast Guard Island, Bldg 54C, Alameda, CA 94501-5100 will perform all contract administration. Communication pertaining to contractual administrative matters shall be addressed to the one of the Contracting Officers listed below.

Changes 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 Telephone No. 757-437-4109 Email: Jeanie.S.Thorne@uscg.mil

Contract Specialist/Administrator:

Hillary Heard Telephone No: 510-437-3760 Email: Hillary.P.Heard@uscg.mil

The Contract Specialist serves as the point of contact between the Contractor and the Contracting Officer;

however, this person does not have a warrant that provides the authority to contractually commit the Government.

The Contracting Officer's Representative (COR) is a Government personnel designated in writing by the Contracting Officer to act as technical advisor 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 and of a technical nature. A designation letter will set forth the authorities and limitations of the COR under the contract.

II. Continuation of SF1449 - Block 18b/Invoice Submission

“Electronic submission of Invoices is mandatory”

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

Website at:

http://www.fincen.uscg.mil/centralinv/central_inv_contr.cfm http://www.fincen.uscg.mil/centralinv/central_inv_contr.cfm

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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

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. The Contractor shall attach a single PDF file no larger than 3MB as the official invoice

6. Supporting documentation must be combined in a single PDF file or submitted to your contracting office separately via email. Supporting documentation must not exceed 999 pages.

7. A copy of the Invoice and Supporting documentation shall also be e-mailed to the Contracting Office and COR at the addresses cited below:

Contract Specialist: Hillary.P.Heard@uscg.mil COR: Israel. J.Young@uscg.mil

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III. Continuation of SF14490 Block 19 through 24, Schedule of Supplies/Services

I. ADDENDA - SCHEDULE OF SUPPLIES/SERVICES

The Contractor shall provide airfield management and aircraft rescue and fire fighting services, including, but not limited to: management, supervision, personnel, equipment (except as otherwise specified), tools, materials, parts, maintenance, repair, training, transportation, in accordance with terms and conditions of the Performance Work Statement (PWS).

CLIN Description Qty Unit Unit Price Total Amount BASE YEAR (1 April 2015 – 31 March 2016) (FY15)

00001 Airfield Operations and Management Services(PWS 1,2,4, 4.2, 4.3,

5.0 - 5.5)

12 Mo $ $

00002 Aircraft Rescue and Fire Fighting (ARFF) and Environmental Services (PWS 3.1, 5.10, and 5.11)

12 Mo $ $

00003 Optional Line Item Ceiling for ARFF Vehicle Maintenance and Repair (General Clauses, Modifications and (PWS 3.1)

1 Lot $ NOT TO

EXCEED

Total BASE YEAR Amount

OPTION YEAR ONE (1 April 2016 – 31 March 2017) (FY16) 10001 Airfield Operations and Management Services (PWS 1,2,4, 4.2, 4.3, 10002 Aircraft Rescue and Fire Fighting (ARFF) and Environmental Services (PWS 3.1, 5.10 and 5.11)

12 Mo $ $

10003 Optional Line Item Ceiling for ARFF Vehicle Maintenance and Repair (General Clauses, Modifications and (PWS 3.1)

1 Lot $ NOT TO

EXCEED

Total OPTION YEAR ONE Amount $

OPTION YEAR TWO (1 April 2017 - 31 March 2018) (FY17) 20001 Airfield Operations and Management Services (PWS 1,2,4, 4.2, 4.3,5.0 - 5.5)

20002 Aircraft Rescue and Fire Fighting (ARFF) and Environmental Services (PWS 3.1, 5.10, and 5.11)

12 Mo $ $

20003 Optional Line Item Ceiling for ARFF Vehicle Maintenance and Repair (General Clauses, Modifications and (PWS 3.1)

1 Lot $ NOT TO

EXCEED

Total OPTION YEAR TWO Amount $

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I. ADDENDA - SCHEDULE OF SUPPLIES/SERVICES (Continued)

The Contractor shall provide airfield management and aircraft rescue and fire fighting services, including, but not limited to: management, supervision, personnel, equipment (except as otherwise specified), tools, materials, parts, maintenance, repair, training, transportation, in accordance with terms and conditions of the Performance Work Statement (PWS).

OPTION YEAR THREE (1 April 2018 - 31 March 2019)

(FY18)

30001 Airfield Operations and Management Services (PWS 1,2,4, 4.2, 4.3, 7 Mo $ $

30002 Aircraft Rescue and Fire Fighting (ARFF) and Environmental Services (PWS 3.1, 5.10, and 5.11)

7 Mo $ $

30003 Optional Line Item Ceiling for ARFF Vehicle Maintenance and Repair (General Clauses, Modifications and (PWS 3.1)

1 Lot $ $ NOT TO

EXCEED

Total OPTION YEAR THREE Amount

OPTION YEAR FOUR (1 April 2019 - 31 March 2020) (FY19) 40001 Airfield Operations and Management Services (PWS 1,2, 4, 4.2,.4.3, 5.0 - 5.5)

7 Mo $ $

40002 Aircraft Rescue and Fire Fighting (ARFF) and Environmental Services (PWS 3.1, 5.10, and 5.11)

7 Mo $ $

40003 Optional Line Item Ceiling for ARFF Vehicle Maintenance and Repair (General Clauses, Modifications and (PWS 3.1)

1 Lot $ $

Total OPTION YEAR FOUR Amount $

TOTAL BASE YEAR PLUS FOUR OPTION YEARS FOR ALL CLINS $

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IV. FAR 52.212-4 Contract Terms and Conditions - Commercial Items (Dec 2014) Clause is incorporated in full text, and tailored 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 re performance of nonconforming services at no increase in contract price. If repair/replacement or re performance 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 Government wide 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 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

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(g) Invoice.

(1) The Contractor shall submit an original invoice via electronic commerce and one invoice copy via email (see Block 18 B/Invoice Submission) 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.

(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.

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(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 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.

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(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 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.

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

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(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.

(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, 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

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(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 https://www.acquisition.gov/

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(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.

(w) FAR Clause 52.216-1 Type of Contract (Apr 1984) The Government contemplates award of a Firm-Fixed Price Type Contract resulting from this solicitation.

(x) FAR Clause 52.217-8 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 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 at any time prior to expiration of the contract.

(y) FAR Clause 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 the 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.

(z) FAR Clause 52.233-2 Service of Protest (Sep 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from Elaine Rachko at SILC Bldg 54C, Coast Guard Island, Alameda, CA, 94510.

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

(aa) FAR Clause 52.228-5 Insurance -- Work on a Government Installation (Jan 1997)

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(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.

(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.

(d) 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

BODILY INJURY BODILY INJURY PROPERTY

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

(ab) 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

Airfield Operation and Management Services and Aircraft Rescue HSCG84-15-R-LAS016 and Fire Fighting Services at AIRSTA Sacramento Page 16 of 52 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:

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(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

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__ 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.

(ac) HSAR Clause 3052.212.70 Contract Terms and Conditions Applicable to DHS Acquisition of Commercial Items (Sep 2012)

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

(a) Provisions.

___ 3052.209-72 Organizational Conflicts of Interest.

____3052.216-70 Evaluation of Offers Subject to An Economic Price Adjustment Clause.

____3052.219-72 Evaluation of Prime Contractor Participation in the DHS Mentor Protégé Program.

(b) Clauses.

____3052.203-70 Instructions for Contractor Disclosure of Violations

_X__3052.204-71 Contractor Employee Access.

_X__3052.205-70 Advertisement, Publicizing Awards, and Releases.

____3052.215-70 Key Personnel or Facilities.

_X__3052.228-70 Insurance.

_X__3052.242-72 Contracting Officer’s Representative.

(End of clause)

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

The following clause provides for incremental funding and is a deviation to HSAM 3032.702(e).

It is applicable during the potential event of a continuing resolution to fund government

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(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

Contract 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 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 30 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.”

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(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.

(ae) 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): http://farsite.hill.af.mil/vffara.htm

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

FAR 52.203-17

Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights(DHS-USCG DEVIATION 14-01) SEPT 2013

FAR 52.204-9

Personal Identity Verification of Contractor Personnel JAN 2011

FAR 52.204-13 System for Award Management Maintenance JUL 2013 FAR 52.204-14 Service Contract Reporting Requirements JAN 2014 FAR 52.223-1 Biobased Product Certification MAY 2012

FAR 52.223-2

Affirmative Procurement of Biobased Products Under Service And Construction Contracts. SEP 2013

FAR 52.223-3 Hazardous Material Identification and Material JAN 1997 http://farsite.hill.af.mil/vffara.htm http://farsite.hill.af.mil/vfhsara.htm

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Safety Data Alternate I (Jul 1995) FAR 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 FAR 52.223-10 Waste Reduction Program MAY 2011 FAR 52.232-18 Availability of Funds APR 1984

FAR 52.232-40

Providing Accelerated Payments to Small Business Subcontractors DEC 2013

FAR 52.237-2

Protection of Government Buildings, Equipment and Vegetation APR 1984

FAR 52.237-3 Continuity of Services JAN 1991 FAR 52.242-13 Bankruptcy JUL 1995 FAR 52. 244-6 Subcontracts for Commercial Items JUL 2014 FAR 52.245-1 Government Property APR 2012 FAR 52.245-9 Use and Charges APR 2012

HSAR

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

DEC 2003

HSAR

3052.222-71 Strikes or Picketing Affecting Access to a DHS

Facility

DEC 2003

HSAR 3052.222-90 Local Hire JUN 2006 HSAR 3052.223-90 Accident and Fire Reporting DEC 2003

V. General Clauses

1. Modifications

Optional Line Item (Line Item 0003 – 40003): ARFF Vehicle (Government Furnished) IAW PWS 3.1. This line item is for over and above routine vehicle maintenance and repair service for the Government Furnished ARFF Vehicle. Routine maintenance is defined as routinely scheduled services, inspections and part replacement as per manufacturer’s owner’s manuals and guidance.

A. Contractor shall maintain and repair the ARFF Vehicle in accordance with the original equipment manufacturers guidelines. Line Item 0003-4003 allows for major repairs and/or parts for failures that are over and above the routine maintenance, repairs and inspections included in the fixed price portion of this contract.

B. Contractor shall not initiate services under this Line Item without the approval of the Contracting Officer. Contractor shall provide the Contracting Officer a firm-fixed quotation, including the number of labor hours, list of parts and costs within a reasonable time in order for the Government to review, approve and fund the proposed service. The Contracting Officer, with concurrence of the COR, will evaluate, approve or disapprove the proposed services. If approved the Contracting Officer will issue a bilateral, SF-30, Amendment of Solicitation/Modification to the contract.

VI. FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items (Dec 2014)

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

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Dec 2014)

(2) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

____ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g))

(3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108- 77 and 108-78)(19 U.S.C.3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub.

L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (3) 52.203-15, Whistleblower Protections under the American…