RFP_-_SF-1449_&_Contract_Clauses.pdf

Table of Contents

SF1449 – Pages 1 to 7 Contract Clauses – Pages 8 to 49 Statement of Work (SOW) – Pages 50 - 116 Exhibits – Pages 117 to 199 Smart Book – Pages 200 to 317 Master Certification – Pages 318 to 321 PSO Personnel File Outline – Page 322 Past Project Form – Pages 323 to 325 Past Performance Questionnaire – Pages 326 to 330 Collective Bargaining Agreements (CBAs) – Pages 331 to 447 Price Element Breakdown – Pages 448 to 449 Instructions for the Price Element Breakdown Template – Pages 450 to 451 Award Approval Request – Pages 452 to 454 Field Level Supervision Exhibit – Page 455 Proposal Submission Checklist – Pages 456 to 457 PSO Seniority List – Page 458 Solicitation Provisions – Pages 459 to 488

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

OPO/FPS/EACCG/R11/B

Philadelphia PA 19106

701 Market Street, Suite 3200 Ofc of Procurement Operations - FPS U.S. Dept. of Homeland Security NPPD/FPS/East CCG/Region 11/Group B

CODE 16. ADMINISTERED BYCODE

X

X

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED OROPO/FPS/EACCG/R11/B

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

01/16/2018 1300 ET

12/11/2017

215-521-2259Christopher Kelly (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

HSHQEC-17-R-00012

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 488 192117R11GRDP0298OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

Attn: Christopher Kelly

TELEPHONE NO.

17a. CONTRACTOR/

Multiple Location in Washington, DC

15. DELIVER TO

Philadelphia PA 19106 701 Market Street, Suite 3200 Office of Procurement Operations Federal Protective Service U.S. Dept. of Homeland Security

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

NPPD/FPS/East CCG/Region 11/Group B

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

X

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

This is a requirement for Protective Security Officer (PSO) Services at various locations in Washington, DC. The Government intends to award an indefinite delivery/ indefinite quantity (ID/IQ) contract with fixed priced provisions from this solicitation utilizing FAR 12/15 procedures. This RFP HSHQEC-17-R-00012 consists of the following documents:

SF1449 (7 Pages) Contract Clauses (42 Pages)

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

XX

DATED

DEBBY ABRAHAM

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

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

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

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

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Statement of Work (SOW) (67 Pages)

Exhibits (83 Pages)

Smart Book (118 Pages)

Master Certification (4 Pages)

PSO Personnel File Outline (1 Page)

Past Project Form (3 Pages)

Past Performance Questionnaire (5 Pages)

Department of Labor Wage Determination(s) -

Collective Bargaining Agreements (CBAs) (117

Pages)

Price Element Breakdown (2 Pages)

Instructions for the Price Element Breakdown

Template (2 Pages)

Award Approval Request (3 Pages)

Field Level Supervision Exhibit (1 Page)

Proposal Submission Checklist (2 Pages)

PSO Seniority List (1 Page)

Solicitation Provisions (30 Pages)

Attached Wage Determinations:

Location DC0001:

Collective Bargaining Agreement - CBA-2009-2893, Revision 5 - First Coast Security Solutions, Inc.

and union: United Security and Police Officers of

America.

Location DC0719:

Collective Bargaining Agreement - CBA-2010-3968, Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

488 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 488

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

HSHQEC-17-R-00012

Revision 9 - First Coast Security Solutions, Inc.

and union: United Security and Police Officers of

America.

Location DC0467:

Collective Bargaining Agreement - CBA-2017-10494

– American Security Programs, Inc., and union:

United Security and Police Officer of America.

Location DC0365:

Collective Bargaining Agreement - CBA-2017-10493

– American Security Programs, Inc., and union:

United Security and Police Officer of America.

The ordering periods are as follows:

Ordering Period I: 05/01/2018 - 04/30/2019

Ordering Period II: 05/01/2019 - 04/30/2020

Ordering Period III: 05/01/2020 - 04/30/2021

Ordering Period IV: 05/01/2021 - 04/30/2022

Ordering Period V: 05/01/2022 - 04/30/2023

Optional Ordering Period VI*: 05/01/2023 -

10/31/2023

*FAR 52.217-8

Minimum and Maximum Quantities:

As referred to in paragraph (b) of the

"Indefinite Quantities" clause of this contract, the total contract minimum quantity is

$100,000.00. This minimum guarantee will be de-obligated from the resultant contract once a task order is issued with a value of $100,000.00 or greater through which the minimum guarantee will then be satisfied. The contractor can only invoice for the minimum guarantee as applied at the resultant contract level if task orders are never issued against the resultant contract and only at the end of the contract's period of performance (i.e. October 31, 2023). If task orders are issued, but do not amount to a value of $100,000.00, the contractor can invoice for the minimum guarantee minus the total value of the task orders issued under the resultant contract at the end of the resultant contractor's period of performance (i.e. October 31, 2023).

Per FAR 52.216-18, orders under this resultant contract may be issued via electronic commerce methods.

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

4 488

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

HSHQEC-17-R-00012

Proposals shall be delivered to the address in

Block 9.

Proposals shall be valid for a period of 120 days.

Questions related to this solicitation shall be directed to Christopher Kelly via E-mail at

Christopher.Kelly@hq.dhs.gov.

DO/DPAS Rating: NONE

Period of Performance: 05/01/2018 to 10/31/2023

Ordering Period I

0001 PSO Services 100000 HR

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2018 to 04/30/2019

Ordering Period I

0002 Other Direct Costs (ODCs) in support of 1 LO

Continuity of Operations Plan Implementation

The Government's estimate of $2,500 for ODCs shall be used for the purpose of evaluating this price proposal.

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2018 to 04/30/2019

Ordering Period II

1001 PSO Services 100000 HR

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2019 to 04/30/2020

Ordering Period II

1002 Other Direct Costs (ODCs) in support of 1 LO

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

5 488

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

HSHQEC-17-R-00012

Continuity of Operations Plan Implementation

The Government's estimate of $2,500 for ODCs shall be used for the purpose of evaluating this price proposal

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2019 to 04/30/2020

Ordering Period III

2001 PSO Services 100000 HR

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2020 to 04/30/2021

Ordering Period III

2002 Other Direct Costs (ODCs) in support of 1 LO

Continuity of Operations Plan Implementation

The Government's estimate of $2,500 for ODCs shall be used for the purpose of evaluating this price proposal

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2020 to 04/30/2021

Ordering Period IV

3001 PSO Services 100000 HR

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2021 to 04/30/2022

Ordering Period IV

3002 Other Direct Costs (ODCs) in support of 1 LO

Continuity of Operations Plan Implementation

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

6 488

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

HSHQEC-17-R-00012

The Government's estimate of $2,500 for ODCs shall be used for the purpose of evaluating this price proposal

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2021 to 04/30/2022

Ordering Period V

4001 PSO Services 100000 HR

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2022 to 04/30/2023

Ordering Period V

4002 Other Direct Costs (ODCs) in support of 1 LO

Continuity of Operations Plan Implementation

The Government's estimate of $2,500 for ODCs shall be used for the purpose of evaluating this price proposal

Anticipated Award Type: Indefinite-quantity

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2022 to 04/30/2023

Optional Ordering Period VI

5001 PSO Services 50000 HR

Anticipated Award Type: Indefinite-quantity

(Option Line Item)

05/01/2023

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2023 to 10/31/2023

Optional Ordering Period VI

5002 Other Direct Costs (ODCs) in support of 1 LO

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

7 488

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

HSHQEC-17-R-00012

Continuity of Operations Plan Implementation

The Government's estimate of $2,500 for ODCs shall be used for the purpose of evaluating this price proposal

Anticipated Award Type: Indefinite-quantity

(Option Line Item)

05/01/2023

Product/Service Code: S206

Product/Service Description: HOUSEKEEPING- GUARD

Period of Performance: 05/01/2023 to 10/31/2023

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

CONTRACT CLAUSES

FAR 52.212-4 Contract Terms and Conditions—Commercial Items (Jan 2017)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) Payment.

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. 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. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

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

(A) Change the name in the SAM database;

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

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

(End of Clause)

Addendum to FAR 52.212-4 Contract Terms and Conditions—Commercial Items

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.

https://www.acquisition.gov/

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 Washington DC but not limited to;

Building #DC0365, 409 3rd St. SW Washington, DC Building #DC0001, 13th & C St. SW Washington, DC Building #DC0467, 2041 MLK JR. Ave. SE Washington, DC Building #DC0719, 1015 Half St. SE 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 an IDIQ contract with fixed price provisions. Resultant task orders under this contract will be issued on a firm fixed price basis specifying the number of post hours required to be performed.

03. MAXIMUM QUANTITIES

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

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 maximum 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 exhibit provided for informational purposes only. The Government reserves the right to order up to the maximum quantities set forth in the Schedule, to include, if the need arises, the addition of new posts/buildings/locations and/or expansion of duty hours at existing posts.

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 total estimated price within the task order schedule. Contractors will be paid only for services ordered and performed at the established hourly rates as contained in the task orders. “The Government has the unilateral right to add, decrease, cancel, or modify services stated in each task order as long as the change is within the scope of the contract. The price of the task order will be adjusted to reflect the work to be added or deleted at the established unit prices (i.e., number of units deleted multiplied by unit price/ number of hours added multiplied by unit price). The contractor will not be entitled to additional costs associated with such a change.”

The cumulative total of all orders issued under the contract shall not exceed the contract maximum price and/or maximum 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)(May 2014).

2. 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: Subparagraph 1.1.4 of the SOW states that the contractor is to provide management and supervision of the Guard II labor force. The Agency considers the Supervisors described in section 1.1.4 to be personnel that perform purely management and/or supervisory job duties and functions not covered by the SCA. Accordingly, the type of work contemplated to be performed by these Supervisors would not be covered by the SCA. Therefore, Supervisors are not covered under the Service Contract Act and increases to Supervisor wages and fringe benefits are not subject to contract price adjustment under FAR 52.222-43. Incorporating supervisory positions into a CBA does not make them covered under the SCA. Therefore, the Agency will not provide an adjustment for increases in Supervisor wages and/or fringe benefits, even when such an adjustment is stated in a CBA. Because FAR 52.222-43 does not provide an adjustment for increases in Supervisor wages and/or fringe benefits, offerors are permitted to include escalation in their pricing to account for any anticipated increases in these costs. Offerors are cautioned that if they believe a proposed employee will be performing work such that the employee would be covered by the SCA, offerors may not include such an employee in their Supervisor count under the management approach section or Attachment 8, Field Level Supervision Exhibit, of this solicitation. These sections of the solicitation are reserved for identifying Supervisor employees performing management/supervisory work that are not covered by the SCA. To the extent that an offeror proposes Supervisor employees in response to the management approach section or Attachment 8 of this solicitation and any of those employees perform SCA-type covered work as opposed to the proposed management/supervisory work such that the employee could be considered an SCA covered employee, the Agency will consider this a breach of contract and no adjustment will be provided for increased costs for such employees under FAR 52.222-43 or any other contract provision or principle.

C. Paid Sick Leave Under 29 C.F.R.§ 13

1. 29 C.F.R. § 13.4(f) CBAs Ratified Prior to September 30, 2016

Under 29 C.F.R. § 13.4(f), the paid sick leave requirements of Executive Order 13706 and 29 C.F.R. § 13 do not apply to employees whose covered work is subject to a collective bargaining agreement (CBA) that is: (1) ratified prior to September 30, 2016; and (2) the terms of that CBA provides at least 56 hours (or 7 days) of paid sick time, or paid time off, that may be used for reasons related to sickness or healthcare. Alternatively, if the CBA provides less than 56 hours (or 7 days) of paid sick time or paid time off that may be used for reasons related to sickness or healthcare, the contractor must “top off” the amount of such leave to bring it up to 56 hours or 7 days. The exclusion applies until the CBA terminates or until January 1, 2020, whichever occurs first. 29 C.F.R. § 13 does not require contractors to pay out any unused sick leave.

Offerors are required to comply with both the minimum wage and fringe benefit provisions of the applicable Wage Determination (WD), or CBA, as required by the Service Contract Act (SCA) and the paid sick leave provisions as detailed in 29 C.F.R. § 13.4(f). The applicable WD/CBA may contain paid sick leave or paid time off that may possibly be used for reasons related to sickness or healthcare. It is the offeror’s responsibility to determine the appropriate amount of paid sick leave to price into its proposal in order to comply with 29 C.F.R.

§ 13.4(f), taking into consideration leave already provided under the WD/CBA and whether that leave satisfies the requirements of 29 C.F.R. § 13.4(f). Further, offerors are advised that they do not have to separately identify the costs associated with complying with 29 C.F.R. § 13.4(f) in their Attachment 6 Price Element Breakdown submissions as these costs will not be evaluated in the Agency’s price realism analysis due to the potential for wide variation and absence of baseline assumptions.

Because this is a fixed-price contract, there will be no price adjustment if the offeror’s assumptions/estimates regarding the amount of sick leave required to satisfy 29 C.F.R. § 13.4(f) prove to be incorrect, regardless of the cause of the discrepancy (e.g., more sick leave taken than expected, differing regulatory interpretation by DOL, etc.). Further, if the exclusion expires during the course of the contract, this expiration will not be grounds for a price adjustment.

Unlike the Service Contract Act, 29 C.F.R. § 13 does not provide for a price adjustment.

Therefore, contingent events relating to 29 C.F.R. § 13, including but not limited to expiration of the exclusion available under 29 C.F.R. § 13.4(f), are risks/contingencies that offerors should consider in pricing their proposals.

2. 29 C.F.R. § 13.5 CBAs Ratified After September 30, 2016

Under 29 C.F.R. § 13.5 contractors are required to permit employees to accrue not less than 1 hour of paid sick leave for every 30 hours worked on or in connection with a covered contract. Alternatively, a contractor may choose to provide an employee with at least 56 hours of paid sick leave at the beginning of each accrual year rather than allowing the employee to accrue such leave based on hours worked over time. 29 C.F.R. § 13 does not require contractors to pay out any unused sick leave.

Offerors are required to comply with both the minimum wage and fringe benefit provisions of the applicable WD as required by the Service Contract Act (SCA) and the paid sick leave provisions as detailed in 29 C.F.R. § 13.5. The applicable WD/CBA may contain paid sick leave or paid time off that may possibly satisfy the requirements of 29 C.F.R. § 13.5, (see 29 C.F.R. § 13.5(f)(5)(ii)). It is the offeror’s responsibility to determine the appropriate amount of paid sick leave to price into its proposal in order to comply with 29 C.F.R. § 13.5, taking into consideration leave already provided under the WD/CBA and whether that leave satisfies the requirements of 29 C.F.R. § 13.5. Further, offerors are advised that they do not have to separately identify the costs associated with complying with 29 C.F.R. § 13.5 in their Attachment 6 Price Element Breakdown submissions as these costs will not be evaluated in the Agency’s price realism analysis due to the potential for wide variation and absence of baseline assumptions.

Because this is a fixed-price contract, there will be no price adjustment if the offeror’s assumptions/estimates regarding the amount of sick leave required to satisfy 29 C.F.R. § 13.5 prove to be incorrect, regardless of the cause of the discrepancy (e.g., more sick leave taken than expected, differing regulatory interpretation by DOL, etc.). Unlike the Service Contract Act, 29 C.F.R. § 13 does not provide for a price adjustment. Therefore, offerors should consider the cost/risk of contingent events relating to 29 C.F.R. § 13 in pricing their proposals.

D. Definitions

1. PSO Services – PSO services required under the solicitation/contract can be defined into two categories as detailed below. A single hourly unit price shall be included for PSO Services in accordance with the CLIN schedule identified in the solicitation/contract.

a. Basic Services – Basic services are the permanent ongoing services specifically included in the task order(s) at time of award, services that are pre-scheduled at the direction of the CO/COR with monthly fluctuating schedules (ex. ODAR) or any other services 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. The Government anticipates that approximately 98% of the maximum hours solicited under this requirement will be for basic services.

b. 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. The Government anticipates that approximately 2% of the maximum hours solicited under this requirement will be for temporary additional services.

Note: 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.

2. 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 PSO 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), 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.

05. 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 Representative shall be paid by the Contractor.

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

06. 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.

07. CONTRACT TRANSITION AND PHASE-IN

Statement of Work, Section 2 includes a general statement that the phase-in period shall be a maximum of 90 days for startup, from the contract award date to the performance start date.

08. DELIVERIES OR PERFORMANCE - TERM OF CONTRACT

The full term of the contract will be up to 66 months, 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 period VI may be exercised in accordance with FAR 52.217-8 “Option To Extend Services.”

09. 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.