PSO_Solicitation_(Rev_April_2013)_13R00013.doc

RFP (HSHQEC-13-R-00013), PSO Services for (DC0021)

Notice to Offerors

Sandard Form 1449

Pricing Schedule

Section C - Contract Clauses

Sub-Section C-1:

FAR 52.212-4, Contract Terms and Conditions – Commercial Items

Sub-Section C-2:

Addendum to FAR 52.212-4

Supplemental Contract Clauses

Sub-Section C-3 FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes and Executive Orders

Section D - List of Contract Documents, Exhibits and Attachments

(See Table of Contents.)

Section E - Solicitation Provisions

Sub-Section E-1:

FAR 52.252-1, Solicitation Provisions Incorporated by Reference

Sub-Section E-2:

FAR 52.212-1, Instructions to Offerors

Sub-Section E-3:

FAR 52.212-3, Offeror Representations and Certifications –

Commercial Items

Sub-Section E-4:

FAR 52.209-5, Certification Regarding Responsibility Matters

FAR 52.209-7 Information Regarding Responsibility Matters (Jul 2013 A. All proposals are due October 11, 2013 by 1:00pm EST, All proposals shall be made via hard copy to:

U.S. Department of Homeland Security

Federal Protective Service

Office of Procurement Operations

701 Market Street – Suite 3200

Philadelphia, PA 19106

Attn: Rosetta Jackson

B. All questions regarding this solicitation are due by Friday September 20, 2013 (09/20/2013) at 1:00pm EST, and Submit all questions in writing to Rosetta Jackson via email Rosetta.Jackson@dhs.gov.

C. This acquisition is set-aside for Service Disabled Veteran Owned Small Business.

D. For copy of the post exhibit, please submit a completed non-disclosure form (11000-6) and submit the form to Rosetta Jackson via email Rosetta.Jackson@hq.dhs.gov.

E. There is one CBA covering the Protective Security Officers (PSO). Please refer to the attached CBAwhich correspond to location (DC0021).

Prospective Offerors- In support of the referenced Request for Proposal, the Department of Homeland Security (DHS), Federal Protective Service (FPS) is conducting a PRE-PROPOSAL CONFERENCE which will be held as follows: Thursday September 19, 2013 -Date & Time-10:00 EST

Prospective contractors should congregate in the lobby and will be escorted to the meeting room. The meeting will begin promptly at 10:00 am and is expected to continue for approximately one (1) hour.

Location-Mellon Independence Center, 701 Market Street, Suite 3200 Philadelphia, PA 19106. There are 2 side entrances to our building, one on 7th and one on 8th-both with blue awnings that display the “Ross” store sign. Once you enter from either entrance, walk directly to the center of the building by the atrium. You will see the entrance to the office spaces there (do not be alarmed that you will not see Federal Protective Service displayed on the Marquis). Enter and go to the guard desk.

Security-Employees will need to go through security once you get into the building. Photo ID will be required to gain access into the building. Please plan to arrive at the building at least thirty minutes before the conference to allow for the security process.

Purpose- The purpose of the pre-proposal conferences is to provide a briefing on the contracting concept, the scope of the work and the exhibits, so that offerors can ascertain the general conditions that could materially affect the proposal price. We consider attendance at these conferences vital to the preparation of a competitive and cost effective proposal and to understand the total result desired by the Government. Therefore, attendance at the pre-proposal conference is strongly recommended for all Contractors. Note that this is a Service Disabled Veteran Owned Business and only interested parties should attend.

Contractors are required to notify Rosetta Jackson via email at Rosetta.Jackson@dhs.gov, telephone (215) 521-3105, with the names of the individuals who will attend the conference. Notification must be sent prior by 10:00am on Tuesday September 17, 2013. If you can not physically attend the pre-proposal conference a conference call in phone number will be provided, please email Rosetta.Jackson@dhs.gov for the conference call in number.

The following information is provided for informational purposes only:

1. Questions will only be considered from interested parties (i.e. Service Disabled Veteran Owned Small Business in NAICS 561612)

2. Before asking any questions, please read the solicitation completely and carefully.

3. The seniority list for the current Contracts is attached (attachment 10).

4. An excel version of Attachment 6- Price Element Breakdown is attached. It is required to include a breakdown of the pricing by specific building. The Government does not guarantee that the formulas within the spreadsheet are correct. If contractors choose to use the spreadsheet, they should check all calculations for accuracy.

5. An excel version of the Field Level Supervisory Post Exhibit is attached (attachment 8).

6. Reference subsection E-2, section (C) Staffing in the solicitation, failing to price out relief in accordance with this section will result in your price being determined to be unrealistic for this requirement.

7. With regard to questions concerning the training of incumbent PSOs, while the incumbent PSOs meet the training requirements of the current contract, there are some additional and/or changed requirements under the solicited effort. Some of these differences include, but are not limited to, the following:

●Current contracts do not require body armor or OC Spray

In addition, PSOs will have to qualify with their individually assigned weapon semi-annually. The current Contracts require annual qualification. All contract PSO personnel must meet the requirements of the solicitation before they can work under the new awarded contract. The current Contracts require the 9mm handgun.

8. With regard to questions concerning medical standards, note that the instant solicitation’s requirements differ from the requirements in the current Contracts. All contract PSO personnel must meet all the requirements of the solicitation before they can work under the new awarded contract.

09. With regard to questions concerning the incumbent PSO training records, vendors are on notice that the incumbent contractor maintains all such records, and it is the successor contractor’s responsibility to obtain these records from the incumbent.

10. With regard to questions concerning potential site visits, site visits will not be provided to potential offerors.

11. With regard to questions concerning weapon storage, there are areas designated for weapon storage the site under this effort. Space for the contractor personnel will be at the discretion of the individual agencies as well as use of computers, fax machines, etc.

12. Please include your representations and certification as well as the SF 1449 and signed amendments with your price proposal. Continuation pages for the Past Project forms do not count against the page limitations.

13. Please note that all supervisory personnel shall be trained, uniformed, equipped and armed per the contract requirements.

14. Proposal Page Limitation- Excluding the cover page and past performance forms and questionnaires, the technical proposal (covering all non price factors) is limited to 15 pages. Pages in excess of this limitation will not be evaluated.

15. Statement of Work, Section 2 includes a general statement that the Government will consider no less than a minimum of 90 days and no more than 180 days maximum for start-up, from contract award to start date. Notwithstanding the statement in section 2, the firm requirement for this particular procurement is a contract transition in 90 days from contract award to performance start date.

TABLE OF CONTENTS

Standard Form 1449

Pricing Schedule

Contract Clauses

Contract Documents, Exhibits and Attachments

· Statement of Work (Attachment 1)

· Exhibits (Attachment 2)

· Past Project Form (Attachment 3)

· Past Performance Questionnaire (Attachment 4)

· Department of Labor Wage Determination(s) (Attachment 5)

· Price Element Breakdown (Attachment 6)

· Instructions for the Price Element Breakdown Template (Attachment 6A)

· Award Approval Request (Attachment 7)

· Field Level Supervision Exhibit (Attachment 8)

· Proposal Submission Checklist (Attachment 9)

· PSO Seniority List (Attachment 10)

· Non-Disclosure Agreement (Attachment 11)

Solicitation Provisions

CONTRACT CLAUSES

SUB-SECTION C-1

FAR 52.212-4 Contract Terms and Conditions—Commercial Items (JUL 2013)

(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 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. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(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.

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(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.

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

(C) Affected 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; or

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that 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 that 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.

(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) System for Award Management (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.

(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 CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423 or 269-961-5757.

(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 User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

(End of Clause)

Note that Alternate I version of Clause FAR 52.212-4 is applicable to the line items for Temporary Additional Services-CLINs 0002, 1002, 2002, 3002, and 4002.

Addendum to FAR 52.212-4 Contract Terms and Conditions—Commercial Items (Alt. I) (FEB 2012).

FAR 52.212-4, Paragraph (d) Disputes: Notwithstanding the claim period stated in FAR 52.233-1, Disputes, and pursuant to FAR 33.206, Initiation of a Claim, the contractor agrees to submit any claim related to this contract [or “order”] within 12 months after accrual of the claim.

SUB-SECTION C-2: ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS —COMMERCIAL ITEMS (Alternate I) (FEB 2012)

01.

DESCRIPTION OF SERVICES

The Contractor shall furnish professional security services, defined in the statement of work and contract exhibits, as Protective Security Officer (PSO) and related services, at federally owned, leased or occupied facilities protected by the Federal Protective Service at various locations primarily located in but not limited to 1800 F. Street NW Washington, DC. In furnishing these services, the Contractor shall provide all necessary management, supervision, personnel, materials, supplies and equipment except as otherwise indicated, and shall plan, schedule, coordinate and ensure effective performance of, and conformance to, all aspects of the statement of work contained herein.

02. CONTRACT TYPE

Services shall be furnished via Indefinite Delivery/Requirements Contract with fixed monthly rates, with the exception of the line items for Temporary Additional Services (TAS) which will be labor hour with hourly rates. Resultant task orders under this contract will be Requirements with fixed monthly rates with the exception of TAS task orders.

03. ESTIMATED QUANTITIES

The contract maximum is the total awarded price, inclusive of all optional ordering periods (to include the 6 month option available under FAR 52.217-8). The contract maximum is considered to be the “ceiling” price.

The Schedule of Supplies/Services and Prices (i.e. the Schedule) sets forth the maximum quantity of hours that the Government may order per each stated ordering period. The estimated quantities set forth in the Schedule are based upon the current, known service requirement with adjustments to provide for maximum ordering flexibility. The current, known service requirements are set forth in the attached Post Coverage Exhibits and are provided for informational purposes only. The Government reserves the right to order up to the estimated quantities set forth in the Schedule. If a need for the addition or deletion of posts/buildings locations and/or expansion or reduction of duty hours at exists posts arises, these changes will be negotiated in accordance with FAR 52.212-4.

Each task order issued under this contract will be issued for the actual known service requirements at that time, will be accompanied by a Post Coverage Exhibit and will set forth a ceiling price in the task order Schedule. Task orders for Temporary Additional Services (CLINs 0002,1002, 2002, 3002, and 4002) will be subject to the labor hour provisions found at FAR 52.212-4. Contractors will be paid only for services ordered and performed at the established monthly rates as contained in the task orders. The cumulative total of all orders issued under the contract shall not exceed the contract maximum price and/or estimated quantities unless and until the Contracting Officer notifies the contractor in writing that the contract maximum price has been increased and specifies in the notice a revised maximum price that shall constitute the maximum price for performance under this contract.

04. PRICES

A. Department of Labor (DOL) Wage Determination (WD) and/ or Collective Bargaining Agreement (CBA)

1. The minimum wage rates and fringe benefits applicable to the contract are outlined in the Department of Labor (DOL) prevailing wage determinations and/or Collective Bargaining Agreement (CBA) incorporated into the contract.

2. The applicable job classification under a DOL prevailing wage determination is Guard II. In the case of a CBA wage determination, the applicable job classification may be specified under a different title. In either case, the applicable job classification reflects the minimum wage rates and fringe benefits that the Contractor must pay to all employees working under the contract.

3. The attached Collective Bargaining Agreement (CBA) is herewith incorporated into the contract and only those provisions recognized as allowable wages or fringe benefits under the terms of the Service Contract Acts, as incorporated into the contract under FAR Clause 52.222-43, will be subject to adjustment when applicable. Incorporation of the CBA does not authorize price adjustment of all economic terms established in the CBA and is limited only to allowable wages and fringe benefits under the Service Contract Act.

B. Contingency Pricing

1. Contractors shall not include contingency allowances to cover increased costs for which adjustments are provided under Federal Acquisition Regulation (FAR) Clause 52.222-43 – Fair Labor Standards Act and Service Contract Act – Price Adjustments (Multiple Year and Option Contracts)(Sept. 2009).

2. In addition to increases to wages and fringe benefits prescribed by a revised wage determination, including bona fide fringe benefits specifically called out in a collective bargaining agreement, FPS may consider increases to other direct costs brought about by the contractor’s cost of compliance with the terms of a revised wage determination (e.g. state gross receipts tax). Any price adjustment request associated with such other direct cost(s) must be supported by documentation demonstrating that a contingency covering an increase to the subject cost(s) was not included in the contractor’s price proposal accepted by the Government at time of award.

3. For cost/price factors that are subject to variation, but are not subject to adjustment under the provisions above, contractors may factor in contingency allowances.

Note: Increases to Supervisor wages and benefits are not subject to contract price adjustment in the subsequent ordering periods under FAR 52.222-43(d), unless the Supervisory position is expressly covered under a Collective Bargaining Agreement or DOL Wage Determination. For Supervisory positions that are not subject to contract adjustment under FAR 52.222-43(d), the contractor is permitted to include a reasonable escalation in subsequent option periods based on the labor market in the geographical area that the effort will be performed.

C. Definitions

1. Basic Services – Basic services are the permanent ongoing services specifically included in the task order(s) at time of award or added through modification up to any established maximums identified in the contract. The Government shall order these services using the Basic Services Rates specified in the Schedule of Supplies/Services and Prices.

2. Temporary Additional Services - During the term of the contract, the Government may have requirements for temporary additional services (TAS) beyond the basic services requirements. TAS are the short term, non-recurring needs for service such as an increase in hours to an existing or subsequently added post to include the weekend where a public demonstration is taking place over the weekend, addition of posts to provide for increased security for special events or high profile visitors to the building, extension of existing post hours in a building to cover seasonal fluctuations (such as at an IRS building during tax season),etc. Should a continuing need for additional service arise, a contract modification will be issued by the government to provide for those services as permanent post locations.

Due to the nature of TAS the Contractor may be required to perform these services with little advance notice. If the Government provides the contractor with more than 72 hours notification to perform TAS, the Government shall issue an order using the basic services rates specified in the Schedule of Supplies/Services and Prices. If the Government provides the contractor with less than 72 hours notification to perform TAS, the Government shall issue an order using the TAS rates specified in the Schedule of Supplies/Services and Prices. If the period of performance for the TAS is expected to exceed 72 hours and the Government provides the contractor with less than 72 hours notification to perform these services, the first 72 hours of performance shall be ordered at the TAS rate specified in the Schedule of Supplies/Services and Prices. Any hours performed after the initial 72 hour period shall be ordered at the Basic Services rate specified in the Schedule of Supplies/Services and Prices.

In the event anyone other than the Contracting Office or FPS COR contacts the Contractor to request TAS under this contract, the Contractor shall not proceed with the request but shall notify the FPS COR and Contracting Officer immediately. Contractors who perform services without proper authorization from the Contracting Officer or FPS COR shall not be reimbursed for such services.

3. Continuity of Operations Plan (COOP) Implementation – The Contractor shall submit a COOP to the Government as a post-award deliverable. The COOP shall identify provisions made for the acquisition of necessary personnel, resources and supplies, if necessary, for continuation of PSO operations in the event of an emergency such as a pandemic (e.g. H1N1 flu virus) until normal operations can be resumed. It is noted that an event requiring implementation of the COOP may result in a reduction in requirements due to partial or full closure of Government facilities and/or realignment of requirements based on the importance of continued operations at certain Government facilities due to the mission of their tenants or security level. Actual hours worked by PSOs standing posts during such an emergency will be invoiced under the Basic Services CLIN. All other direct costs (ODCs) associated with implementation of the COOP, including but not limited to: overtime, travel and per diem, PPE replenishment, changes to IT/communication systems or devices, and training and certification of additional personnel etc. shall be reimbursed under the Optional COOP Implementation CLIN contained in the Schedule of Supplies/Services and Prices. Since COOP implementation costs cannot be pre-determined at this time, the Government has provided estimates and established Not To Exceed Amounts in the Schedule of Supplies/Services and Prices.

Pursuant to the clause entitled, Continuity of Critical Contractor Deliverables [Services] in the Event of an Emergency (October 2009)(tailored), the Government may unilaterally exercise these CLINs in the event of an emergency event. The CLINs will be funded upon exercise and the contractor may invoice for costs associated with COOP Implementation up to the Not-to-Exceed Amount specified in the Schedule of Supplies/Services and Prices. All reimbursable costs/ODCs must be authorized by the Contracting Officer. Written authorization must be gained prior to incurring costs under this CLIN. Contractors shall provide a cost element breakdown and applicable indirect rates with their request. Reimbursable costs/ODCs must be in conformance with the contractor’s approved Continuity of Operations Plan (COOP). Invoices submitted for payment against this CLIN shall be rejected if CO authorization was not previously obtained. The contractor shall invoice 30 days in arrears on a monthly basis during the length of the event.

Other direct costs associated with COOP Implementation shall not exceed the maximum amounts specified in the Schedule of Supply/Services and Prices without authorization from the contracting officer.

04. PACKING AND MARKING

A. Payment of Postage and Fees. All postage and fees related to submitting information, including forms, reports, etc., to the Contracting Officer or the Contracting Officer's Technical Representative shall be paid by the Contractor.

B. Marking. All information submitted to the Contracting Officer or the Contracting Officer's Technical Representative shall clearly indicate the contract and task order number for which the information is being submitted.

05.

INSPECTION AND ACCEPTANCE - CONTRACTOR'S RESPONSIBILITY

The Contractor shall provide for all day-to-day supervision, inspection and monitoring of all work performed to ensure compliance with the contract requirements. The results of inspections conducted shall be documented in an inspection report for submission to the Government. The Contractor shall follow through to assure that all Government and Contractor identified defects or omissions in the contract requirements are corrected.

06.

CONTRACT TRANSITION AND PHASE-IN

Statement of Work, Section 2 includes a general statement that the Government will consider no less than a minimum of 90 days and no more than 180 days maximum for start-up, from contract award to start date. The firm requirement for this particular procurement is a contract transition of 90 days from contract award to performance start date.

07. DELIVERIES OR PERFORMANCE - TERM OF CONTRACT

The full term of the contract will be up to five (5) years, if all established optional ordering periods are exercised. The start and end dates for the base ordering period and each optional ordering period will be defined within the resultant contract. Applicable periods of performance will be established in resultant task orders. Established optional ordering periods may be exercised in accordance with FAR 52.217-9 “Option to Extend the Term of the Contract”.

8. CONTRACT ADMINISTRATION DATA

A. Invoicing. After award of this contract, but prior to performance, the contractor shall meet with the Contracting Officer and Contracting Officer’s Representative upon request to discuss proper invoice preparation and submission. The contractor and government shall agree on a standardized invoice format to be used for submission of all invoices under this contract that meets the requirements of FAR 52.212-4 Contract Terms and Conditions – Commercial Items, Paragraph (g) “Invoice.” Use of a standardized invoice format will facilitate timely invoice reviews and approvals. Failure to use the agreed standardized invoice format shall result in rejection of invoices.

B. Invoices shall be submitted for payment within 30 days after completion of the prior month’s services. Invoices shall not contain any employee Personally Identifiable Information (PII). Invoices shall be submitted via one of the following three methods:

1. By mail: NPPD-FPS-Region 11

DHS, NPPD

Financial Operations-Burlington

P.O. Box 1279

Williston, VT 05495-1279

Attn: FPS Region 11Invoice

2. By facsimile (fax): # 802-288-7658. The invoice submission shall include a cover sheet with the contractor’s point of contact information and # of pages.

3. By e-mail: NPPDInvoice.Consolidation@ice.dhs.gov

The invoice number and FPS Region 11 shall be annotated in the subject line of the e-mail. Only (1) invoice shall be submitted per e-mail message. The invoice attached to the e-mail shall be in Portable Document Format (PDF)

Invoices submitted by other than these three methods will not be processed and will be returned.

C. Contractors shall provide an informational copy of each invoice to the Contracting Officer at Michael.Byrne@dhs.gov and the Contracting Officer’s Representative (To be determined upon award of contract or task order) concurrent with submission to the designated billing office referenced above.

D. In addition to the information required for a proper invoice as identified in FAR 52.212-4 (g)(1), Contract Terms and Conditions – Commercial Items, (FEB 2012), the contractor shall include the following information:

1.

Annotate “FPS Region _11 on the face of each invoice

2.

Clearly identify the period of performance for which the services were rendered or the date the supplies were delivered to the government (invoices for periods of performance that encompass less than a full month of service must show the specific dates that services were rendered).

3.

Cite the identical CLIN description on the invoice as what is cited within the CLIN description listed in the contract.

4.

For Protective Security Officer (PSO) contracts that contain the 72 hour notification rule for TAS, cite the correct TAS rate (e.g. do not invoice at the basic service rate when you were provided with less than 72 hours’ notice to perform and do not invoice at the TAS rate when you were provided with more than 72 hours’ notice to perform).

5.

Where there are variances between the requirements cited in the task order(s) and the work actually performed (e.g., unmanned posts), the Contractor shall attach a separate sheet to the invoice detailing each instance of a variance.

E. Contractors shall submit only one invoice per contract or order per month. Failure to comply with these submission requirements will result in rejection of the invoice.

F. Final invoices shall be marked “FINAL” and be accompanied by an executed “Contractor’s Release” (DHS Form 700-3 (12/07)) available at http://dhsconnect.dhs.gov/forms/documents/DHS_Form_700-3.pdf or by request to the Contracting Officer. A release discharging the Government, its officers, agents and employees of and from all liabilities, obligations, and claims arising out of or under this contract subject only to the exceptions listed at FAR 52.212-4 (ALT1), paragraph (i)(7)(i)-(iii) is a condition precedent to final payment.

09B. PAYMENTS

1. Payment will be made on a calendar month basis in arrears upon submission of an invoice. Payment will be due on the 30th calendar day after receipt of a proper invoice or date of receipt of services, whichever is later.

2. It is the objective of the Government to obtain complete and satisfactory performance in accordance with the terms of specifications and requirements of this contract. The criteria for deductions and adjustments below will be used by the Government in determining monetary deductions for nonperformance of work under this contract and for adjustments for deficiencies in the performance of work. In no event shall contractor invoice or the Government be obligated to pay for any hours in excess of the amount identified within the contract (inclusive of all modifications).

3. The Contractor is responsible for submitting accurate invoices that reflect the actual services provided each month. The Contractor shall compute the invoice price to reflect the actual amount of hours performed. Repeated substantiated errors in invoicing may adversely affect the performance assessments assigned during the pendency of the contract. Submission of false invoices shall be subject to contractual and legal actions.

4. To verify the monthly payment for productive man-hours, the Contracting Officer’s designated representative may compare the labor-hours required in the task order with the DHS Form 139, Record of Time of Arrival and Departure from Buildings, or other approved sign-in/sign-out form. The Government may perform a 100% comparison or sampled comparison to verify the accuracy of the Contractor’s invoice. The Government will only pay for services actually rendered by the Contractor and funded on the task order. If variances are noted between the invoice and the DHS Form 139, the Government will propose a price deduction. For example, if the task order required that a post be manned for 12 hours, and the Contractor billed for 12 hours, but the DHS Form 139 shows that post was manned for 10 hours, the Government will deduct the difference.

5. Any inquiries regarding payment shall be directed to the COR and/or CO.

09C. ADJUSTING PAYMENTS FOR CONTRACTOR PERFORMANCE

1.

Deductions for Failure to Provide Man-hours

a. To compute labor-hour deductions the Contracting Officer's Representative will compare the man-hours reported by the Contractor through the Post Tracking System (PTS)(PTS is further defined in the SOW), with the DHS Form 139, Record of Time of Arrival and Departure from Buildings, or other approved Sign-in/Sign-out methods as prescribed by the contract.

b. The Government will pay the contractor for the number of labor hours actually performed as documented by the contract prescribed sign-in/sign-out method. (e.g. PTS, DHS Form 139 etc.)

c. In the event the Contractor invoices for more hours than are documented by the contract prescribed sign-in/sign out method (e.g. PTS, DHS Form 139 etc.) the contract prescribed method will prevail. For example: If the invoice submitted by the Contractor indicates that an employee worked 8 hours and the sign-in/sign-out form shows that employee as having been in the building 5 hours, a deduction will be taken for the 3 hours not furnished. In the event the Contractor, for any reason whatsoever, fails to provide the manpower specified for labor, deductions will be made at the current fully weighted hourly rate.

d. The Government may assess price deductions for each post hour where services are not rendered in accordance to the provisions of the contract (e.g. PSO on post but not properly equipped, certified or licensed).

e. Use of deductions does not preclude the use of any other remedies. The Government reserves all contractual rights and remedies. Nothing in this section shall be interpreted to allow the contractor to knowingly fail to provide the manpower specified for labor and/or render…