ASPENRFP10.doc

DRY-DOCKING AND REPAIRS OF

USCGC ASPEN

HSCG85-09-R-625E81

Dianne Jackson —CONTRACTING OFFICER

PERIOD OF PERFORMANCE: 20 January 2010 THRU 31 March 2010 Notice to Offerors

1. This procurement will be an unrestricted Request for Proposal (RFP) for the DRY-DOCKING and Repairs of the USCGC ASPEN (WLB 208). This procurement is geographically restricted within 75 miles of the cutter’s home moorage Yerba Buena Island, San Francisco, CA.

2. The work will be performed during the period of 20 January 2010 through 31 March 2010, at the contractor’s certified dry-docking facility that has been certified in accordance with MLCPAC Standard Specification 997. As such, the offeror shall submit their certified dry-docking certificate with their proposal.

3. Offerors must complete and submit all applicable items of this solicitation, with particular emphasis on Sections A, B, I, & K.

4. Offerors are highly encouraged to visit the cutter to determine layout and inspect interferences. Please call the USCGC ASPEN, Engineering Officer (415) 399-3590 to arrange a visit.

5. Contractors are required to offer prices for all items in Section B, to be considered.

6. In order to be selected for award, offerors will be required to submit written offers consistent with the requirements of this solicitation. Award will be based on evaluation factors outline in Section L & M.

7. Offerors are advised that some of the drawings, diagrams, and reports that are provided with this solicitation are for informational use only. The Coast Guard does not warrant the accuracy of this information. This is the best information available to the Coast Guard and is provided to the Offerors to assist them in preparing their offer. The specifications are only available thru fbo.gov. Drawings are by request to dianne.h.jackson@uscg.mil or jay.s.mcreynolds@uscg.mil..

8. All questions (see Attachment J.2) must be submitted no later than 28 September 2009 and directed to:

Dianne Jackson, at e-mail: dianne.h.jackson@uscg.mil, telephone (510) 637-5974. Alternate: Jay McReynolds at e-mail: jay.s.mcreynolds@uscg.mil; (510) 637-5974

OMBUDSMAN

NOTICE FOR FILING AGENCY PROTEST

It is the policy of the Coast Guard 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 Coast Guard as an Alternative Dispute Resolution (ADR) forum, rather than filing protest with the GAO or some external forum. Interested parties may seek resolution of their concerns informally or opt to file formal agency protest with the Contracting Officer or Ombudsman.

Informal forum with the Ombudsman. Interested parties who believe that Coast Guard procurement is 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 contract the Coast Guard Ombudsman for Agency Protests. Under this informal process, the agency is not required to suspend contract award performance. Use of an informal forum does not suspend any time requirement for filing a protest with the agency or other forum. In order to ensure a timely response, interested parties should provide the following information to the Ombudsman: solicitation/contract number, contracting office, Contracting Officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman. Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the Contracting Officer through open and frank discussions. If the protester’s concerns are unresolved, an independent review is available by the Ombudsman. The protester may file 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(d)(2). If the protester fails to submit the required information, resolution of the protest 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)

2100 2nd Street, SW, Room 2606

Washington, D.C. 20593

Telephone (202) 372-3692 Fax: (202) 372-3949

DO-A3

Page of Pages

HSCG85-09-R-625E81

4. TYPE OF SOLICITATION

FORMCHECKBOX

SEALED BID (IFB)

FORMCHECKBOX

NEGOTIATED (RFP)

5. DATE ISSUED

21 August 2009

6. REQUISITION/PURCHASE NO.

21-108510625E81

7. ISSUED BY

CODE

COMMANDER (VPL)

Ronald V. Dellum Federal Bldg. 807N 1301 Clay Street Oakland, CA 94612

DRY-DOCKING AND REPAIRS OF THE USCGC ASPEN

NOTE: In sealed bid solicitations, “offer” and “offeror” mean “bid” and “bidder.”

SOLICITATION

9. Sealed Offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 7, or if Handcarried, in the depository located in Block 7 until 1:30 p.m. local time 06 October 2009

(Hour) (Date) CAUTION–LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

NUMBER

637-5974

11. TABLE OF CONTENTS

OFFER

(Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

14. ACKNOWLEDGEMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

15A.NAME

AND

ADDRESS OF

OFFEROR

DUN Number

FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or print)

15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE – ENTER SUCH ADDRESS IN SCHEDULE

EXT

AWARD (To be completed by Government)

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

FORMCHECKBOX

10 U.S.C. 2304 (c)(

FORMCHECKBOX

41 U.S.C. 253(c)(

23. SUBMIT INVOICES TO ADDRESS

SHOWN IN (1 copy)

See Block 7

24. ADMINISTERED BY (If other than Item 7)

CODE

25. PAYMENT WILL BE MADE BY

CODE

COMMANDING OFFICER

USCG FINANCE CENTER, 1430 KRISTINA WAY

CHESAPEAKE, VA 23326-1224

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT – Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33

Prescribed by GSA – FAR (48 CFR) 53.214(c)

SECTION B - SUPPLIES - SERVICES - PRICES

NOTICE TO OFFERORS THIS PROCUREMENT IS A TOTAL SMALL BUSINESS SET-ASIDE PROCUREMENT

The Contractor shall provide all labor, materials and, equipment, except as specified, for Dry-docking, Maintenance and Repairs of USCGC ASPEN (WLB 208), at the Contractor’s facility, during the period of 20 January 2010 thru 31 March 2010.

B.1

DEFINITE ITEMS

B.2 OPTIONAL ITEMS

Optional Items 0-55 thru O-59 may be awarded if inspection reports reveal the necessity for activation, but if activated, it must be before 10 February 2010. See section H "Optional Items" and section M “Evaluation of Offers.”

TOTAL OF OPTIONAL ITEMS

B.3 PRICE FOR LAYDAYS

Provide a price for Lay Days in accordance with HSAR 1252.217-75 (OCT 1994): Note: Estimated three (3) days is for evaluation purposes only.

B.4

PROPOSAL OFFER FOR COMPOSITE LABOR HOUR RATE

The following labor hour rate shall be used in pricing all contract changes in accordance with the clause of Section H entitled “COMPOSITE LABOR HOUR RATE FOR CONTRACT CHANGES.”

/per hour

**NOTE: The estimated quantity and extended amount indicated above are for evaluation for offer only. The quoted rate will apply to all changes involving additional work under this contract regardless of the actual total hours required.

SECTION C – DESCRIPTION AND SPECIFICATION

C.1

DESCRIPTION OF WORK:

The contractor shall furnish all necessary labor, materials, services, equipment, supplies, accessories and other such things as are necessary, except as otherwise specified, to perform DRY-DOCKING and REPAIRS of the USCGC ASPEN (WLM 208), in accordance with resultant contract and specifications referenced in Section J, List of Attachments.

SECTION D – PACKAGING AND MARKING

D.1 Packaging and Marking as indicated in the specifications.

SECTION E – INSPECTION AND ACCEPTANCE

E.1

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

This contract incorporates one or more of the following 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 address:

http://www.arnet.gov http://farsite.hill.af.mil

FEDERAL ACQUISITION REGULATION (48 CFR, CHAPTER 1), CLAUSES:

E.2

THE ROLE OF GOVERNMENT PERSONNEL AND RESPONSIBILITY FOR

CONTRACT ADMINISTRATION

A. Contracting Officer: The Contracting Officer has the overall responsibility for the administration of this contract. He/she alone is authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms, conditions, requirements, details or delivery schedules. The Contracting Officer may delegate certain technical responsibilities to a technical representative.

B. Contracting Officer’s Representative (COTR), will be designated by letter to administer technical aspects of this contract, limited to technical review and approval of work.

C. Wherever the terms “Authorized Representative of the Contracting Officer”, Inspecting Officer,” or “Commanding Officer” appear in the contract or referenced documents, it shall be taken as reference to the COR.

D. The COTR is not authorized to change the scope, price, delivery or other terms and conditions of the contract. Any disputes regarding performance of the contract shall be brought promptly to the attention of the Contracting Officer.

E. Administrative Contracting Officer (ACO): An Administrative Contracting Officer may be designated in writing to administer this contract. He/she will act as Contracting Officer in all general matters and for all monetary adjustments within his/her warranted authority.

E.3

PLACE OF ACCEPTANCE

The place of acceptance is designated as follows:

Onboard the USCGC ASPEN (WLM 208) at the Contractor’s facility.

SECTION F – DELIVERIES OR PERFORMANCE

F.1

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

This contract incorporates one or more of the following 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 address:

http://www.arnet.gov http://farsite.hill.af.mil

FEDERAL ACQUISITION REGULATION (48 CFR, CHAPTER 1), CLAUSES:

F.2

PERFORMANCE

A. TIME OF PERFORMANCE:

(1) USCGC ASPEN (WLB 208) will be available for performance of the work under this contract during the period of 20 January 2010 thru 31 March 2010.

B. PLACE OF PERFORMANCE

(1) All work under this contract shall be performed at the Contractor’s facility indicated in Section K.

(2) The contractor’s facility shall be within 75 miles of the cutter’s home moorage Yerba Buena Island, San Francisco, CA.

(3) The contractor’s dry-dock shall be certified in accordance with MLCPAC Standard Specification 997.

F.3

GOVERNMENT PROPERTY

Estimated value of Government Furnished Property listed in the specifications. The Government Furnished Property Administrator for this contract will be CWO Chad Witbracht (510) 637-5584

SECTION G – CONTRACT ADMINISTRATION DATA

G.1

INVOICING REQUIREMENTS - - FIRM FIXED PRICE

A. OMB Circular A-125 provides that the following data must be included in an invoice for it to constitute a proper invoice:

B. Name of the business concern and invoice date.

(1) Contract number or other authorization for delivery of property or service.

(4) Description, price, and quantity of property and services actually delivered or rendered.

C. Shipping and payment terms.

D. Name (where practicable), title, phone number, and complete mailing address of responsible official to whom payment is to be sent.

(a) An original invoice, shall be submitted to the following designated office:

Commander (vpl)

Maintenance & Logistics Command Pacific

Ronald V. Dellum Federal Bldg. Suite 807N 1301 Clay Street

Oakland, CA 94612

M/F: Contract No. HSCG85-10-C-625E81

(b) Inquiries regarding payment must be directed to the Customer Service Representative, Chesapeake, VA at (757) 523-6940.

G.2

PROGRESS PAYMENTS

A.

The Contractor may invoice requesting progress payments without discount, other than any prompt payment discount offered, not more frequently than twice a month.

B. The invoice amount should reflect the percentage and dollar amount of completion established by the cutter’s appropriate weekly progress report. Payments shall be derived from the accomplished percentage of completion as determined by the Contracting Officer.

C. All material and work paid for by progress payments shall thereby become the sole property of the Government, but this provision shall not relieve the Contractor from the obligation to complete the requirements of the contract.

D. The contractor shall be paid the remaining amount due upon completion and acceptance of all work under this contract.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1

ADDITIONAL WORK

A.

If the need for additional work develops, the Contractor must obtain authority orally or in writing from the Contracting Officer before proceeding with such work.

B. To the extent requested by the Contracting Officer, the Contractor shall prepare and submit written proposals for proposed change orders, which may be required to include:

(1) A complete breakdown of labor hours and costs by labor category and phase of work as identified by the Contracting Officer;

(2) A complete breakdown of material costs showing material required, source (with point of contact), part number, unit and extended cost and contractor’s material handling costs.

(3) A complete breakdown of labor and material as described above for each proposed subcontractor.

C. The contractor shall submit written proposals and breakdown to the Contracting Officer via facsimile or e-mail dianne.h.jackson@uscg.mil.

H.2 COMPOSITE LABOR HOUR RATE FOR CONTRACT CHANGES

1.

The composite labor hour rate price in Section B shall be the sole labor hour rate used to price the prime contractor’s direct labor hours for all contract changes, whether growth within scope or new work. The contractor shall not receive any compensation in addition to this rate for prime contractor’s direct labor associated with changes under this contract.

2. The composite labor hour rate shall represent total compensation for the following: direct labor; any port or association fees, rents or other levies; all overhead and general and administrative costs; profit; and all direct and indirect costs and profit associated with following support functions:

Supervision Quality Assurance

Planning Engineering

Surveyors Worker Transit Time

Material Handling Testing

Cleaners Guards

Estimating Contract Administration

3. The composite labor hour rate will be used in pricing production labor hours. This shall include only those hours necessary and reasonable to perform direct production functions, and will not include the support functions listed above, whether the contractor normally charges such support functions directly or indirectly by the contractor’s accounting system. These support functions are to be priced into the bid rate and shall not be separately compensated.

4. This clause shall not affect the other rights of the parties under FAR 52.243-1, CHANGES-FIXED PRICE (AUG 1987)(ALT II)(APR 1984), including the right of the Contracting Officer to issue unilateral change orders, and the right of the contractor to request equitable adjustment.

5. The Estimated Quantity indicated by the Government in Section B is an estimate only, and the Extended Amount indicated by the Offerors in Section B is not ordered by award of a contract pursuant to this solicitation. The Estimated Quantity represents the Government’s best estimate of the total number of hours that will be required. The actual number of hours may be greater or less.

H.3

INSURANCE REQUIREMENTS

A.

The contractor shall be required to procure and thereafter maintain the following insurance:

(1) Ship repairer’s legal liability insurance to insure the risks described in HSAR 3052.217-95 Liability and Insurance (OCT 1994), in the amount of $300,000.00.

(2) Comprehensive general liability insurance to insure the risks described in HSAR 3052.217-95 Liability and Insurance (OCT 1994), in the amount of $300,000.00 on account of any one accident or occurrence with respect to each cutter, boat and barge upon which work is to be performed under this solicitation and the contract resulting there from;

(3) Full insurance coverage in accordance with the State Workmen’s Compensation law; and

(4) Full insurance coverage in accordance with the United States Longshore and Harbor Workers’ Compensation Act.

B. As evidence that he has obtained the insurance specified in this schedule, the contractor shall furnish the contracting officer with a certificate or certificates executed by an agent of the insurer authorized to execute such certificates. Such certificate shall be furnished before commencement of work.

Each certificate shall state that (NAME OF INSURER) has insured (NAME OF CONTRACTOR), in accordance with the Liability and Insurance clause and the Insurance Requirements clause contained herein. Each certificate shall set forth that each policy of insurance represented thereby will expire on (DATE) and that each such policy contains the following clause:

“It is agreed that in the event of cancellation, or any material change in the policy adversely affecting the interest of the Government in this insurance, thirty (30) days’ prior written notice will be given to the Contracting Officer.”

C. An Offerors who proposes to self-insure for any of the risks set forth in the Liability and Insurance clause and in the Insurance Requirements clause contained herein shall submit satisfactory evidence to permit the Contracting Officer to determine that the Offerors assets are sufficient for the risks set forth in such clauses. The Offerors shall submit with his offer two (2) certified copies of documents listing his assets and liabilities and such other information as deemed necessary by the Offerors or as required by the Contracting Officer. For approval of self-insurance under the State Workmen’s Compensation Law and the United States Longshore and Harbor Workers’ Compensation Act, evidence of qualifications as a self-insurer under the applicable compensation statute must be furnished to the contracting officer.

H.4 OPTIONAL ITEMS

Optional Items 0-55 thru O-59 may be awarded if inspection reports reveal the necessity for activation at the prices quoted in the Contractor’s proposal and without any other consideration whatsoever. However, after midnight on 10 February 2010, the Contractor shall have the right to refuse to accept the award of such Optional Item/s.

Such award refusals shall bar neither the Government nor the Contractor from subsequently negotiating with each other for performance of the work embodied in the refused Optional Item/s.

Optional items shall be awarded by written notice to the Contractor through issuance of a contract modification (SF-30). Transmission of the SF-30 notice of exercise to the contractor via FAX or E-mail is authorized; for purposes of determining the exact time of the notice transmission, the time, date, and year of transmission automatically applied to the notice. Evaluation of the Optional items will not obligate the Government.

H.5

CONTRACTOR PERFORMANCE EVALUATION

1.

In accordance with FAR Subpart 42.15, Contractor Performance Information, the contractor’s performance will be evaluated throughout the contract period. The results will be compiled and reported in a Contractor Performance Report by the end user(s) for use by this agency and other government agencies on future source selection decisions. The report will be compiled jointly by the Contracting Officer’s Representative (COR) and the Port Engineer (PE) at the conclusion of the contract. The Contracting Officer will input his/her comments. In the case of a contract with option years, an interim report will be completed in November of each year. The areas to be evaluated are:

2. Each area will be evaluated using the following scale: Outstanding (5), Excellent (4), Good (3), Fair (2), Poor (1) and Unsatisfactory (0).

3. The National Institute of Health (NIH) Contractor Performance System (CPS) shall be used for all performance evaluations. At this time the CPS does not currently contain an electronic means to retain the level above review, therefore, a hard copy of the level above review will be contained in the contract file.

a. All contractors are encouraged to register with the NIH. Registration may be accomplished on-line at https://cpscontractor.nih.gov/. By registering the contractor will receive timely notice of government inputs into the database and the opportunity to respond on-line to all government comments.

b. The results of the report will be provided to the contractor who will be given a period of thirty (30) days to review and provide comments. All comments will be considered by the Contracting Officer and reviewed in accordance with FAR 42.1503. The report will be marked “Source Selection Information” and safeguarded for official use only. Comments shall be limited to 2000 characters for each area evaluated. In the cases where the contractor does not directly input their comments into the database, the contracting officer will use their best efforts to transfer the contractor’s input into the database. In those cases where the contractor exceeds the 2000 character limitation, the contracting officer will input comments up to the 2000 character limit. In these circumstances the contracting officer will close the comments with the following

“Due to the contractor exceeding the 2000 character limitation, the remainder of the comments may be obtained from the Contracting officer.”

c. A copy of the Contractor Performance Report is available upon request.

H.6 ACCESS TO VESSEL

A. A reasonable number of officers, employees and associates of the Government, or other prime contractors with the Government, and their subcontractors, shall, as authorized by the Contracting Officer, have at all reasonable times, admission to the contractor’s facility, and access to the cutter to perform and fulfill their respective obligations to the Government on a noninterference basis. All such above personnel shall comply with all contractor rules and regulations governing personnel at its facility, including those relative to safety and security.

B. The contractor further agrees, as authorized by the Contracting Officer, to afford to a reasonable number of officers, employees, and associates of other offerors when inspecting contemplated work, the same privileges of admission to the contractor’s facility and access to the cutter on a noninterference basis, subject to all contractor rules governing personnel at its facility, including those relating to safety and security.

SECTION I – CONTRACT CLAUSES

I.1

FAR 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 Websites listed below:

http://www.arnet.gov, http://farsite.hill.af.mil

I.2 DEPARTMENT OF HOME LAND SECURITY ACQUISITION REGULATION (48 CFR Chapter 30) CLAUSES:

I.3 3052.209-70 Prohibition on Contracts With Corporate Expatriates (Jun 2006)

(a) Prohibitions.

Section 835 of the Homeland Security Act, 6 U.S.C. 395, prohibits the Department of Homeland Security from entering into any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defined in this clause, or with any subsidiary of such an entity. The Secretary shall waive the prohibition with respect to any specific contract if the Secretary determines that the waiver is required in the interest of national security.

(b) Definitions. As used in this clause:

Expanded Affiliated Group means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting `more than 50 percent’ for `at least 80 percent’ each place it appears.

Foreign Incorporated Entity means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act, 6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)—

(1) The entity completes the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

(2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held—

(i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or

(ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership; and

(3) The expanded affiliated group which after the acquisition includes the entity does not have substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded affiliated group.

Person, domestic, and foreign have the meanings given such terms by paragraphs (1), (4), and (5) of section 7701(a) of the Internal Revenue Code of 1986, respectively.

© Special rules. The following definitions and special rules shall apply when determining whether a foreign incorporated entity should be treated as an inverted domestic corporation.

(1) Certain Stock Disregarded. For the purpose of treating a foreign incorporated entity as an inverted domestic corporation these shall not be taken into account in determining ownership:

(i) Stock held by members of the expanded affiliated group which includes the foreign incorporated entity; or

(ii) stock of such entity which is sold in a public offering related to the acquisition described in subsection (b)(1) of Section 835 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 3009.104-70 through 3009.104-73; __ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it has submitted a request for waiver pursuant to 3009.104-74, which has not been denied; or __ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it plans to submit a request for waiver pursuant to 3009.104-74.

(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.

(End of provision)

I.4 FAR 52.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (Dec 2004)

(a) Definition. As used in this clause–“United States” means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

(b) Except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice, in the form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted. The notice shall include the following information (except that the information pertaining to National Labor Relations Board shall not be included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-188)).

Notice to Employees

Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use of their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment.

If you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or toll free number:

National Labor Relations Board Division of Information 1099 14th Street, N.W.

Washington, DC 20570 1-866-667-6572

1-866-316-6572 (TTY)

To locate the nearest NLRB office, see NLRB’s website at http://www.nlrb.gov © The Contractor shall comply with all provisions of Executive Order 13201 of February 17, 2001, and related implementing regulations at 29 CFR Part 470, and orders of the Secretary of Labor.

(d) In the event that the Contractor does not comply with any of the requirements set forth in paragraphs (b), (c), or (g), the Secretary may direct that this contract be cancelled, terminated, or suspended in whole or in part, and declare the Contractor ineligible for further Government contracts in accordance with procedures at 29 CFR part 470, Subpart B–Compliance Evaluations, Complaint Investigations and Enforcement Procedures. Such other sanctions or remedies may be imposed as are provided by 29 CFR Part 470, which implements Executive Order 13201, or as are otherwise provided by law.

(e) The requirement to post the employee notice in paragraph (b) does not apply to–

(1) Contractors and subcontractors that employ fewer than 15 persons;

(2) Contractor establishments or construction work sites where no union has been formally recognized by the Contractor or certified as the exclusive bargaining representative of the Contractor’s employees;

(3) Contractor establishments or construction work sites located in a jurisdiction named in the definition of the United States in which the law of that jurisdiction forbids enforcement of union-security agreements;

(4) Contractor facilities where upon the written request of the Contractor, the Department of Labor Deputy Assistant Secretary for Labor-Management Programs has waived the posting requirements with respect to any of the Contractor’s facilities if the Deputy Assistant Secretary finds that the Contractor has demonstrated that–

(i) The facility is in all respects separate and distinct from activities of the Contractor related to the performance of a contract; and

(ii) Such a waiver will not interfere with or impede the effectuation of the Executive order; or

(5) Work outside the United States that does not involve the recruitment or employment of workers within the United States.

(f) The Department of Labor publishes the official employee notice in two variations; one for contractors covered by the Railway Labor Act and a second for all other contractors. The Contractor shall–

(1) Obtain the required employee notice poster from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or from any field office of the Department’s Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;

(2) Download a copy of the poster from the Office of Labor-Management Standards website at http://www.olms.dol.gov; or

(3) Reproduce and use exact duplicate copies of the Department of Labor’s official poster.

(g) The Contractor shall include the substance of this clause in every subcontract or purchase order that exceeds the simplified acquisition threshold, entered into in connection with this contract, unless exempted by the Department of Labor Deputy Assistant Secretary for Labor-Management Programs on account of special circumstances in the national interest under authority of 29 CFR 470.3©. For indefinite quantity subcontracts, the Contractor shall include the substance of this clause if the value of orders in any calendar year of the subcontract is expected to exceed the simplified acquisition threshold. Pursuant to 29 CFR Part 470, Subpart B–Compliance Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary of Labor may direct the Contractor to take such action in the enforcement of these regulations, including the imposition of sanctions for noncompliance with respect to any such subcontract or purchase order. If the Contractor becomes involved in litigation with a subcontractor or vendor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

I.5 FAR 52.219-28 POST AWARD SMALL BUSINESS PROGRAM REPRESENTATION (JUN 2007)

a) Definitions. As used in this clause– Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph © of this clause.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract. (3) For long-term contracts—

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the exercise date specified in the contract for any option thereafter.

© The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/services/contractingopportunities/sizestandardstopics/ .

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure they reflect current status. The Contractor shall notify the contracting office by e-mail, or otherwise in writing, that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in ORCA for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the…