Attachment 2 - RFP HSTS01-11-R-OSH010 Amendment P00002.pdf

TSA Request for Proposal No. HSTS01-11-R-OSH010 through Amendment P00002

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

2111201OSH010

2. CONTRACT NO.

3.AWARD.EFFECTIVE

DATE

4. ORDER NUMBER

5. SOLICITATION NUMBER

HSTS01-11-R-OSH010

6. SOLICITATION

ISSUE DATE

07/05/2011

7. FOR

SOLICITATION

INFORMATION

a. NAME

Kirsten O’Brien

b. TELEPHONE NUMBER

571/227-5633

8. OFFER DUE

07/29/2011 at 3:00PM local time

9. ISSUED BY CODE 10. THIS ACQUISITION IS 11. DELIVERY FOR 12. DISCOUNT

U.S. DEPARTMENT OF HOMELAND SECURITY

TRANSPORTATION SECURITY ADMINISTRATION

601 SOUTH 12TH STREET

ARLINGTON, VA 20598-6025

POC: Kirsten O’Brien

PHONE: 571.227.5633

EMAIL: Kirsten.O’Brien@dhs.gov

UNRESTRICTED DESTINATION

UNLESS BLOCK IS

SET ASIDE: 100%FOR SEE

SCHEDULE

Net 30 Days

SMALL BUSINESS

SMALL DISADV. BUSINESS

HUB Zone

13a. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 700)

8(A) 13b. RATING

NAICS/SIC: 541690

SIZE STANDARD:

14. METHOD OF SOLICITATION

RFP IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

SAME AS BLOCK 9

SAME AS BLOCK 9

17a. CODE FACILIT 18a. PAYMENT WILL BE MADE BY CODE FINCEN

U.S. Coast Guard Finance Center TSA Commercial Invoices P.O. Box 4111 Chesapeake, VA 23326-4111 Email: FIN-SMB-TSAInvoices@uscg.mil Fax:757-413-7314

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

ADDRESS IN OFFER

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

BELOW IS CHECKED. SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNI

23.

UNIT PRICE

24.

AMOUNT

Please see B – Continuation of SF1449, pg. 3

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt.

Use Only)

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

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY FULL TEXT FAR 52.212-4 & FAR 52.212-5. ADDENDA ARE ARE NOT

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL

ITEMS SET

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5). INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

30b. NAME AND TITLE OF SIGNER (TYPE OR

PRINT)

30c. DATED

SIGNED

31b NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

31c. DATE

SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN 33. SHIP NUMBER 34. VOUCHER NUMBER 35.AMOUNT

VERIFIED

RECEIVED INSPECTED ACCEPTED, AND CONFORMS

TO THE CONTRACT,

PARTIA

L

FINA

L

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK

NUMBER

32b.SIGNATURE OF AUTHORIZED GOVT.

REPRESENTATIVE

32c. DATE 38. S/R ACCOUNT NUMBER

39.S/R VOUCHER

NUMBER

40. PAID BY

42.a. RECEIVED BY (Print)

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR 41b. SIGNATURE AND TITLE OF CERTIFYING

OFFICER

41c. DATE 42b. RECEIVED AT (Location)

42.c DATE REC’D

(YY/MM/DD)

42d. TOTAL CONTAINERS

Table of Contents

Request for Proposal NO. HSTS01-11-R-OSH010

Occupational Safety and Health (OSH) Support Services

SECTION I including

SF1449……………………………………………………………………………………1

TABLE OF CONTENTS…………………………………………………………………2

CONTINUATION OF BLOCK 20 OF SF1449……...………………………………….3

SECTION II – CONTRACT CLAUSES……………………..………………………..………...5

SECTION III - SOLICITATION DOCUMENTS, EXHIBITS OR ATTACHMENTS……

SECTION IV - SOLICITATION PROVISIONS………………………………………………..30

SECTION V – EVALUATION …………………………………………………………………39

Continuation of Block 20 on SF1449 – Schedule of Supplies/Services

CONTRACT LINE ITEM NUMBERS (CLINs)

The contractor shall furnish all resources, management, supervision, and services (except for Government furnished items) necessary to perform and provide work in accordance with the contract and Statement of Work on a Firm Fixed Price basis.

Contractors shall propose their total pricing for the following CLINS:

BASE PERIOD (October 1, 2011 through September 30, 2012) **Please note that dates are approximate and may change with the total length of the periods remaining the same.

CLIN Description Qty Unit Unit Price Total Price 0000 Suitability Determination (see

Section 2.5.25 & 2.5.26) (10/1/11 – 11/30/11)

2 MO N/A N/A

0001 Transition (10/1/11 – 02/29/12) 5 MO $ $ 0002 Work as specified in the

Statement of Work and in accordance with the terms and conditions of the contract 03/01/12 – 09/30/12)

7 MO $ $______

0003 Award Fee Pool (Max) 1 Lot N/A $TBD* 0004 ODCs* 1 Lot N/A NTE* $100,000.00 0005 Travel 1 Lot N/A NTE $964,500.00

* ODCs = Other Direct Costs, TBD = To Be Determined, NTE = Not To Exceed

OPTION YEAR 1 (October 1, 2012 through September 30, 2013) CLIN Description Qty Unit Unit Price Total Price 0001A Work as specified in the

Statement of Work and in accordance with the terms and conditions of the contract

12 MO $ $_____

0002A Award Fee Pool (Max) 1 Lot N/A $TBD 0003A ODCs 1 Lot N/A NTE $103,000.00 0004A Travel 1 Lot N/A NTE $993,435.00

OPTION YEAR 2 (October 1, 2013 through September 30, 2014)

CLIN Description Qty Unit Unit Price Total Price 0001B Work as specified in the

Statement of Work and in accordance with the terms and

0002B Award Fee Pool (Max) 1 Lot N/A $TBD 0003B ODCs 1 Lot N/A NTE $106,090.00 0004B Travel 1 Lot N/A NTE $1,023,238.05

OPTION YEAR 3 (October 1, 2014 through September 30, 2015)

CLIN Description Qty Unit Unit Price

Total Price

0001C Work as specified in the Statement of Work and in accordance with the terms and

0002C Award Fee Pool (Max) 1 Lot N/A $TBD 0003C ODCs 1 Lot N/A NTE $109,272.70 0004C Travel 1 Lot N/A NTE $1,053,935.19

OPTION YEAR 4 (October 1, 2015 through September 30, 2016)

CLIN Description Qty Unit Unit Price Total Price 0001D Work as specified in the

Statement of Work and in accordance with the terms and

0002D Award Fee Pool (Max) 1 Lot N/A $TBD 0003D ODCs 1 Lot N/A NTE $112,550.88 0004D Travel 1 Lot N/A NTE $1,085,553.25

Section II - Contract Clauses

2.0 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

CLAUSE TITLE DATE

52.212-4 Contract Terms and Conditions –Commercial Items Jun 2010

52.204-4 Printed or Copied Double-Sided on Recycled Paper Aug 2000

52.204-9 Personal Identity Verification of Contractor Personnel Sep 2007

52.227-14 Rights in Data - General Dec 2007

52.237-3 Continuity of Services Jan 1991

52.242-15 Stop-Work Order Aug 1989

52.242-17 Government Delay of Work Apr 1984

2.1 HOMELAND SECURITY ACQUISITION REGULATION (HSAR) CLAUSES

INCORPORATED BY REFERENCE

The full text of a clause may be accessed electronically at this address:

http://farsite.hill.af.mil/VFHSARA.HTM

HSAR Clause No. Title and Date

3052.242-72 Contracting Officer’s Technical Representative (DEC 2003)

3052.242-71 Dissemination of Contract Information (DEC 2003)

2.2 CLAUSES INCORPORATED IN FULL TEXT

2.2.1 52.204-1 Approval of Contract (Dec 1989) This contract is subject to the written approval of the contracting officer and shall not be binding until so approved.

2.2.2 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (Apr 2011)

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

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

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

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

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

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

_X__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

_X__ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Jul 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

_X__ (6) 52.209-6, Protecting the Government’ Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C. 6101 note). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition of commercially available off-the-shelf items).

___ (7) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (Jan 2011) (15 U.S.C.

657a).

___ (8) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (9) [Reserved] ___ (10) (i) 52.219-6, Notice of Total Small Business Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-6.

___ (iii) Alternate II (Mar 2004) of 52.219-6.

___ (11) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

_X__ (12) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

_X__ (13) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637 (d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (July 2010) of 52.219-9.

___ (14) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

_X__ (15) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

___ (16) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business

Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

___ (17) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and

Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (18) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (19) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

___ (20) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2009) (15 U.S.C.

632(a)(2)).

___ (21) 52.219-29, Notice of Total Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2011).

___ (22) 52.219-30, Notice of Total Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2011).

_X__ (23) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X__ (24) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jul 2010) (E.O.

13126).

_X__ (25) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X__ (26) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X__ (27) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

_X__ (28) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

_X__ (29) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

_X__ (30) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec

2010) (E.O. 13496).

_X__ (31) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (32) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (33) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (34) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer

Products (Dec 2007) (E.O. 13423).

___ (ii) Alternate I (Dec 2007) of 52.223-16.

_X__ (35) 52.223-18, Contractor Policy to Ban Text Messaging while Driving (Sep 2010) (E.O.

13513).

___ (36) 52.225-1, Buy American Act--Supplies (Feb 2009) (41 U.S.C. 10a-10d).

___ (37) (i) 52.225-3, Buy American Act –Free Trade Agreements – Israeli Trade Act (Jun 2009) (41

U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-301, 109-53, 109-169, 109-283, and 110-138).

___ (ii) Alternate I (Jan 2004) of 52.225-3.

___ (iii) Alternate II (Jan 2004) of 52.225-3.

___ (38) 52.225-5, Trade Agreements (Aug 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (39) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (40) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (41) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (42) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.

255(f), 10 U.S.C. 2307(f)).

___ (43) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X__ (44) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct.

2003) (31 U.S.C. 3332).

___ (45) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

___ (46) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

_X__ (47) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (48) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46

U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41

U.S.C. 351, et seq.).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple

Year and Option Contracts) (Sep 2009) (29 U.S.C.206 and 41 U.S.C. 351, et seq.).

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Sep 2009)

(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for

Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

___ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L.

110-247).

___ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the

Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)

(E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965, (Nov 2007), (41 U.S.C. 351, et seq.)

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

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

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain

Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.)

(xii) 52.222-54, Employment Eligibility Verification (Jan 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L.

110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C.

Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

2.2.3 52.209-9 – Updates of Publicly Available Information Regarding Responsibility Matters (Jan 2011)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database at http://www.ccr.gov .

(b)

(1) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(2) The Contractor will have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) (i) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.(ii) As required by section 3010 of Public Law 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(End of clause)

2.2.4 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of clause)

2.2.5 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

(End of clause)

2.2.6 52.224-1 -- Privacy Act Notification (Apr 1984) The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C.552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

(End of Clause)

2.2.7 52.224-2 -- Privacy Act (Apr 1984)

(a) The Contractor agrees to --

(1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies --

(i) The systems of records; and

(ii) The design, development, or operation work that the contractor is to perform;

(2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the redesign, development, or operation of a system of records on individuals that is subject to the Act; and

(3) Include this clause, including this subparagraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records.

(b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor is considered to be an employee of the agency.

(c)(1) “Operation of a system of records,” as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

(2) “Record,” as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person’s name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph.

(3) “System of records on individuals,” as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

2.2.8 52.232-19 Availability of Funds for the Next Fiscal Year (Apr 1984) Funds are not presently available for performance under this contract beyond September 30, 2012. The Government’s obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond September 30, 2012 until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

(End of Clause)

2.2.9 3052.204-71 Contractor Employee Access (JUN 2006)

(a) Sensitive Information, as used in this Chapter, means any information, the loss, misuse, disclosure, or unauthorized access to or modification of which could adversely affect the national or homeland security interest, or the conduct of Federal programs, or the privacy to which individuals are entitled under section 552a of title 5, United States Code (the Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense, homeland security or foreign policy. This definition includes the following categories of information:

(1) Protected Critical Infrastructure Information (PCII) as set out in the Critical Infrastructure Information Act of 2002 (Title II, Subtitle B, of the Homeland Security Act, Public Law 107-296, 196 Stat. 2135), as amended, the implementing regulations thereto (Title 6, Code of Federal Regulations, Part 29) as amended, the applicable PCII Procedures Manual, as amended, and any supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the PCII Program Manager or his/her designee);

(2) Sensitive Security Information (SSI), as defined in Title 49, Code of Federal Regulations, Part 1520, as amended, “Policies and Procedures of Safeguarding and Control of S SI,” as amended, and any supplementary guidance officially communicated by an authorized official of the Department of Homeland Security (including the Assistant Secretary for the Transportation Security Administration or his/her designee);

(3) Information designated as “For Official Use Only,” which is unclassified information of a sensitive nature and the unauthorized disclosure of which could adversely impact a person’s privacy or welfare, the conduct of Federal programs, or other programs or operations essential to the national or homeland security interest; and

(4) Any information that is designated “sensitive” or subject to other controls, safeguards or protections in accordance with subsequently adopted homeland security information handling procedures.

(b) “Information Technology Resources” include, but are not limited to, computer equipment, networking equipment, telecommunications equipment, cabling, network drives, computer drives, network software, computer software, software programs, intranet sites, and internet sites.

(c) Contractor employees working on this contract must complete such forms as may be necessary for security or other reasons, including the conduct of background investigations to determine suitability.

Completed forms shall be submitted as directed by the Contracting Officer. Upon the Contracting Officer's request, the Contractor's employees shall be fingerprinted, or subject to other investigations as required. All contractor employees requiring recurring access to Government facilities or access to sensitive information or IT resources are required to have a favorably adjudicated background investigation prior to commencing work on this contract unless this requirement is waived under Departmental procedures.

(d) The Contracting Officer may require the contractor to prohibit individuals from working on the contract if the government deems their initial or continued employment contrary to the public interest for any reason, including, but not limited to, carelessness, insubordination, incompetence, or security concerns.

(e) Work under this contract may involve access to sensitive information. Therefore, the Contractor shall not disclose, orally or in writing, any sensitive information to any person unless authorized in writing by the Contracting Officer. For those contractor employees authorized access to sensitive information, the contractor shall ensure that these persons receive training concerning the protection and disclosure of sensitive information both during and after contract performance.

(f) The Contractor shall include the substance of this clause in all subcontracts at any tier where the subcontractor may have access to Government facilities, sensitive information, or resources.

(g) Each individual employed under the contract shall be a citizen of the United States of America, or an alien who has been lawfully admitted for permanent residence as evidenced by a Permanent Resident Card (USCIS I-551). Any exceptions must be approved by the Department’s Chief Security Officer or designee.

(h) Contractors shall identify in their proposals, the names and citizenship of all non-U.S. citizens proposed to work under the contract. Any additions or deletions of non-U.S. citizens after contract award shall also be reported to the contracting officer.

(End of clause)

2.2.10 3052.215-70 Key personnel or facilities (DEC 2003).

(a) The personnel or facilities specified below are considered essential to the work being performed under this contract and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel or facilities, as appropriate.

(b) Before removing or replacing any of the specified individuals or facilities, the Contractor shall notify the Contracting Officer, in writing, before the change becomes effective. The Contractor shall submit sufficient information to support the proposed action and to enable the Contracting Officer to evaluate the potential impact of the change on this contract. The Contractor shall not remove or replace personnel or facilities until the Contracting Officer approves the change.

2.2.11 3052.242-72 Contracting Officer's Technical Representative (DEC 2003)

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Technical Representative (COTR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COTR under the contract.

(b) The Contracting Officer cannot authorize the COTR or any other representative to sign documents, such as contracts, contract modifications, etc., that requires the signature of the Contracting Officer.

2.3 Contract Management

Notwithstanding the Contractor’s responsibility for total management responsibility during the performance of this contract, the administration of the contract will require maximum coordination between the Transportation Security Administration (TSA) and the Contractor.

2.3.1 Contracting Officer

The Contracting Officer is the only person authorized to make any changes, approve any changes in the requirements of this contract, issue orders, obligate funds and authorize the expenditure of funds, and notwithstanding any term contained elsewhere in this contract, such authority remains vested solely in the Contracting Officer. (For further information, the Contracting Officer is a federal government employee who is specifically authorized and appointed in writing under specified agency procedures and granted the authority to enter into, administer, and/or terminate contracts and make related determinations and findings.) In the event, the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof.

The following Primary Contracting Officer is assigned to this contract. Alternate Contracting Officers may be assigned:

TSA Contracting Officer:

Isabel Roman-Cogswell Office of Acquisition Transportation Security Administration Email: Isabel.Cogswell@dhs.gov Phone: 571-227-2461

2.3.2 Contracting Officer’s Technical Representative and Technical Monitors

The principle role of the COTR is to support the Contracting Officer in managing the contract.

This is done through furnishing technical direction within the confines of the contract, monitoring performance, ensuring requirements are met within the terms of the contract, and maintaining a strong relationship with the Contracting Officer. As a team the Contracting Officer and COTR must ensure that program requirements are clearly communicated and that the agreement is performed to meet them. The principle role of the Technical Monitor (TM) is to support the COTR on all work orders, tasks, deliverables and actions that require immediate attention relating to the approved scope and obligated funding of the contract action.

The Contracting Officer hereby designates the individual(s) named below as the Contracting Officer's Technical Representative(s) and Technical Monitor(s). Such designations(s) shall specify the scope and limitations of the authority so delegated.

TSA COTR:

TBA with award.

The COTR(s) may be changed at any time by the Government without prior notice to the Contractor, but notification of the change, including the name and phone number of the successor COTR, will be promptly provided to the Contractor by the Contracting Officer in writing.

The responsibilities and limitations of the COTR are as follows:

The COTR is responsible for the technical aspects of the project and technical liaison with the Contractor. The COTR is also responsible for the final inspection and acceptance of all reports and such other responsibilities as may be specified in the contract.

The COTR may designate assistant COTR(s) to act for him/her by naming such assistant in writing and transmitting a copy of such designation through the Contracting Officer to the Contractor.

The COTR will maintain communications with the Contractor and the Contracting Officer. The COTR must report any observed fraud, waste, or opportunities to improve performance of cost efficiency to the Contracting Officer.

The COTR will immediately alert the Contracting Officer to any possible Contractor deficiencies or questionable practices so that corrections can be made before the problems become significant.

The COTR is not authorized to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract’s price, terms or conditions. Any Contractor request for changes shall be referred to the Contracting Officer directly or through the COTR. No such changes shall be made without the expressed prior authorization of the Contracting Officer.

The COTR is not authorized to direct the Contractor on how to perform the work.

The COTR is not authorized to issue stop-work orders. The COTR may recommend the authorization by the Contracting Officer to issue a stop work order, but the Contracting Officer is the only official authorized to issue such order.

The COTR is not authorized to discuss new proposed efforts or encourage the Contractor to perform additional efforts on an existing contract or order.

The responsibilities and limitations of the TM are as follows:

Coordinating with the COTR on all work orders, task, deliverables and actions that require immediate attention relating to the approved scope and obligated funding of the contract action.

Monitoring the Contractor’s performance in relation to the technical requirements of the assigned functional area of the contract to ensure that the Contractor’s performance is strictly within the contract’s scope and obligated funding.

Ensuring that all recommended changes in any work under the contract are coordinated and submitted in writing to the COTR for consideration.

Informing the COTR if the Contractor is not meeting performance, cost, and schedule milestones.

Performing technical reviews of the Contractor’s proposals as directed by the COTR.

Performing acceptance of the Contractor’s deliverables as directed by the COTR.

Reporting any threats to the health and safety of persons or potential for damage to

Government property or critical national infrastructure which may result from the Contractor’s performance or failure to perform the contract’s requirements.

2.4 Invoices

“SUBMISSION OF INVOICES - Commercial”

(a) Background: The Transportation Security Administration (TSA) partners with the United States Coast Guard Finance Center for financial services in support of TSA operations, including the payment of contractor invoices. Therefore, all contractor invoices must be submitted to, and will be paid by, the U.S. Coast Guard Finance Center (FinCen).

(b) Invoice Submission Method: Invoices may be submitted via facsimile, U.S. Mail, or email. Contractors shall utilize ONLY ONE method per invoice submission. The submission information for each of the methods is as follows in order of preference:

1) Facsimile number is: 757-413-7314

The facsimile number listed above shall be used by contractors for ORIGINAL invoice submission only. If facsimile submission is utilized, contractors shall not submit hard copies of invoices via the U.S. mail. It is the responsibility of the contractor to verify that invoices are received, regardless of the method of submission used. Contractors may inquire regarding the receipt of invoices by contacting the U.S. Coast Guard Finance Center via the methods listed in subparagraph (e) of this clause.

2) U.S. Mail:

United States Coast Guard Finance Center TSA Commercial Invoices P.O. Box 4111 Chesapeake, VA 23327-4111

3) Email Invoices:

FIN-SMB-TSAInvoices@uscg.mil or www.fincen.uscg.mil

(c) Invoice Process: Upon receipt of contractor invoices, FinCen will electronically route invoices to the appropriate TSA Contracting Officer’s Technical Representative and/or Contracting Officer for review and approval. Upon approval, the TSA will electronically route the invoices back to FinCen. Upon receipt of certified invoices from an Authorized Certifying Official, FinCen will initiate payment of the invoices.

Note for discounts offered:

Discounts on invoices. If desired, the Contractor should offer discounts directly upon the invoice submitted, clearly specifying the terms of the discount. Contractors can structure discounted amounts for payment for any time period less than the usual thirty day payment period specified under Prompt Payment requirements; however the Contractor should not structure terms for payment of net amounts invoiced any sooner than the standard period required under FAR Subpart 32.9 regarding prompt payments for the specified deliverables under contract.

Discounts offered after invoice submission. If the Contractor should wish to offer a discount on a specific invoice after its submission for payment, the Contractor should submit a letter to the Finance Center identifying the specific invoice for which a discount is offered and specify the exact terms of the discount offered and what time period the Government should make payment by in order to receive the discount. The Contractor should clearly indicate the contract number, invoice number and date, and the specific terms of the discount offered.

Contractors should not structure terms for net amount payments any sooner than the standard period required under FAR Subpart 32.9 regarding prompt payments for the specified deliverables under contract.

(d) Payment Status: Contractors may inquire on the payment status of an invoice by any of the following means:

(1) Via the internet: https://www.fincen.uscg.mil Contacting the FinCen Customer Service Section via telephone at 1-800-564-5504 or (757) 523- 6940 (Voice Option #1). The hours of operation for the Customer Service line are 8:00 AM to 5:00 PM Eastern Time, Monday through Friday. However, the Customer Service line has a voice-mail feature that is available 24 hours per day, 7 days per week.

(2) Via the Payment Inquiry Form: https://www.fincen.uscg.mil/secure/payment.htm

(e) Invoice Elements: Invoices will automatically rejected if the information required in subparagraph (a)(2) of the Prompt Payment Clause, contained in this Section of the Contract, including EFT banking information, Taxpayer Identification Number (TIN), and DUNS number are not included in the invoice. All invoices must be clearly correlate invoiced amounts to the corresponding contract line item number and funding citation. The Contractor shall work with the Government to mutually refine the format, content and method of delivery for all invoice submissions during the performance of the Contract.

(f) Supplemental Invoice Documentation: Contractors shall submit all supplemental invoice documentation (e.g. copies of subcontractor invoices, travel vouchers, etc) necessary to approve an invoice along with the original invoice. The Contractor invoice must contain the information stated in the Prompt Payment Clause in order to be received and processed by FinCen.

Supplemental invoice documentation required for review and approval of invoices may, at the written direction of the Contracting Officer, be submitted directly to either the Contracting

Officer, or the Contracting Officer’s Technical Representative. Note for “time-and-material” type contracts: The Contractor must submit the following statement with each invoice for labor hours invoiced under a “time-and-materials” type contract, order, or contract line item: “The Contractor hereby certifies in accordance with paragraph (c) of FAR 52.232-7, that each labor hour has been performed by an employee (prime or subcontractor) who meets the contract’s specified requirements for the labor category invoiced.”

(g) Additional Invoice Preparation Instructions for Software Development and/or Hardware.

The Contractor shall clearly include a separate breakdown (by CLIN) for any software development activities (labor costs, subcontractor costs, etc) in accordance with Federal Accounting Standards Advisory Board Statement of Federal Financial Accounting Standards Number 10 (Preliminary design costs, Development costs and post implementation costs) and cite payment terms. The contractor shall provide make and model descriptions as well as serial numbers for purchases of hardware and software (where applicable.)

(h) Frequency of invoice submission: Monthly submission for prior month services.

2.5 Special Contract Requirements:

2.5.1 DETERMINATION OF AWARD FEE

(a) The Government shall, at the conclusion of each specified evaluation period(s), evaluate the contractor’s performance for a determination of award fee earned. The contractor agrees that the determination as to the amount of the award fee earned will be made by the Government Fee Determination Official (FDO) and such determination is binding on both parties and shall not be subject to appeal under the “Disputes” clause or to any board or court.

(b) It is agreed that the evaluation of contractor performance shall be in accordance with a Performance Evaluation Plan and that the contractor shall be promptly advised in writing of the determination and reasons why the award fee was or was not earned. It is further agreed that the contractor may submit a self-evaluation of performance of each period under consideration.

While it is recognized that the basis for the determination of the fee shall be the evaluation by the Government, any self-evaluation which is received within ten (10) days after the end of the period being evaluated may be given such consideration, if any, as the FDO shall find appropriate.

2.5.2 PERFORMANCE EVALUATION PLAN

(a) A Performance Evaluation Plan shall be unilaterally established by the Government based on the criteria stated in the contract and used for the determination of award fee. This plan shall include the criteria used to evaluate each area and the percentage of award fee (if any) available for each area. A copy of the plan shall be provided to the contractor ten (10) calendar days prior to the start of the first evaluation period.

(b) The criteria contained within the Performance Evaluation Plan may relate to: (1) Customer Satisfaction; (2) Management Performance; and (3) Business Operations.

(c) The Performance Evaluation Plan may, consistent with the contract, be revised unilaterally by the Government at any time during the period of performance. Notification of such changes shall be provided to the contractor ten (10) calendar days prior to the start of the evaluation period to which the change will apply. Any changes made to the Performance Evaluation Plan after the beginning of an evaluation period must be bilateral and signed by both parties.

2.5.3 FINALIZATION OF PERFORMANCE EVALUATION PLAN

The Government and the Contractor agree to finalize the Performance Evaluation Plan prior to contract award. The Government reserves the right to implement the final Plan on a unilateral basis.

2.5.4 DISTRIBUTION OF AWARD FEE

(a) The total amount of award fee available under the subsequent contract will be assigned according to the following evaluation periods and amounts:

**Please note that dates are approximate and may change with the total length of the periods remaining the same.

Evaluation Period % of Award Fee*

Base Period March 1, 2012 through September 30, 2012 100% Option Year 1 October 1, 2012 through March 31, 2013 50% April 1, 2013 through September 30, 2013 50% Option Year 2 October 1, 2013 through March 31, 2014 50% April 1, 2014 through September 30, 2014 50% Option Year 3 October 1, 2014 through March 31, 2015 50% April 1, 2015 through September 30, 2015 50% Option Year 4 October 1, 2015 through March 31, 2016 50% April 1, 2016 through September 30, 2016 50%

*This represents the total possible portion of the award fee for the defined period of performance available for each evaluation period. (See Section 1)

(b) In the event of contract termination for convenience only, either in whole or in part, the Government may pay the amount of award fee available based on a prorata distribution associated with successful completion of work for the evaluation period(s) activities or events as determined by the Government.

(c) The Government will promptly make payment of any award fee upon the submission by the contractor to the contracting officer’s authorized representative, of a public voucher or invoice in the amount of the total fee earned for the period evaluated. Payment may be made without using a contract modification.

2.5.5 TRAVEL AND PER DIEM/OTHER DIRECT COSTS (ODC’S)

2.5.5.1 Travel

The Contractor shall be reimbursed for travel costs associated with this contract. The reimbursement for those costs shall be as follows:

Travel subsistence reimbursements will be authorized under the rates and conditions under the Federal Travel Regulations.

Per diem will be reimbursed, at actual costs, not to exceed, the per diem rates set forth in the Federal Travel Regulations prescribed by General Services Administration and when applicable, Standardized Regulations Section 925 – Maximum Travel Per Diem Allowances for Foreign Areas – prescribed by the Department of State.

Travel of more than 10 hours, but less than 24 hours, when no lodging is required, per diem shall be one-half of the Meals and Incidental Expenses (M&IE) rate applicable to the locations of temporary duty assignment.