TSEMD_Solicitation_HSTS04-17-R-CT3017.docx

[SF1449 Placeholder]

PART A – SCHEDULE OF SUPPLIES/SERVICES

A.1 General Description The contractor shall provide data analytics services related to the Transportation Security Equipment Maintenance Database (TSEMD) as described in Part C, Statement of Work (SOW), and in accordance with the pricing set forth in Part A, Schedule of Supplies/Services.

A.2 Contract Type This contract will use Firm-Fixed-Price (FFP) CLINs.

A.3 Contract Pricing

Base Year

Option Year 1

Option Year 2

Option Year 3

Option Year 4

A.4 Period of Performance The base period of performance of this contract is from December 18, 2017 through December 17, 2018, with four 1-year options.

A.5 Place/Location of Performance/Delivery The work and project planning activities of the contractor shall be primarily performed at the contractor site. The contractor work shall require close coordination with the OAPM staff, which will require frequent electronic and dial-in communications or office visits to TSA HQ and other facilities as directed.

All deliverables shall be delivered in electronic format. Hard copies of all draft and final reports shall also be provided and placed in the program library. The contractor shall deliver all written work products to the government designated point of contact.

These documents shall be provided in plain English, on white office paper, and prepared using Microsoft Office product software (e.g., Word, Excel, Project, PowerPoint), as applicable. The number of copies for each deliverable may vary, but will be three (3) unless otherwise instructed.

PART B – CONTRACT CLAUSES

SECTION 1 - FEDERAL ACQUISITION REGULATION (FAR) CLAUSES

B.1.1 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 address: https://www.acquisition.gov/far/

Alternate 1) Jan 2017

B.1.2 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Jan 2017)

(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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

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

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

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

_x_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_x_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 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 (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

_x_ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

_x_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

_x_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the Offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (JAN 2011) of 52.219-4.

__ (13) [Reserved] __ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)(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_ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

_x_ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

_x_ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Nov 2016) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

_x_ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

_x_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_x_ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_x_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O. 13126).

_x_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_x_ (28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

_x_ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

_x_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_x_ (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

_x_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

__ (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

__ (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (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.)

__ (35) 52.222-59, Compliance with Labor Laws (Executive Order 13673) (OCT 2016). (Applies at $50 million for solicitations and resultant contracts issued from October 25, 2016 through April 24, 2017; applies at $500,000 for solicitations and resultant contracts issued after April 24, 2017).

Note to paragraph (b)(35): By a court order issued on October 24, 2016, 52.222-59 is enjoined indefinitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, GSA, DoD and NASA will publish a document in the Federal Register advising the public of the termination of the injunction.

__ (36) 52.222-60, Paycheck Transparency (Executive Order 13673) (OCT 2016).

__ (37)(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.)

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (40)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

_x_ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

__ (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

__ (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

__ (ii) Alternate I (JAN 2017) of 52.224-3.

__ (48) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

__ (49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (50) 52.225-5, Trade Agreements (OCT 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_x_ (51) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (55) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (56) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_x_ (57) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (58) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (59) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

_x_ (60) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (61) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(12)).

__ (62)(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:

[Contracting Officer check as appropriate.] __ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

_x_ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

_x_ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

_x_ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67).

__ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

__ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

__ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792).

__ (11) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 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 (Oct 2015) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (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 $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(v) 52.222-21, Prohibition of Segregated Facilities (Apr 2015)

(vi) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

(vii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(viii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(ix) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212)

(x) 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.

(xi) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

(xii) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O 13627). Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O 13627).

(xiii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(xiv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(xv) 52.222-54, Employment Eligibility Verification (OCT 2015) (E.O. 12989).

(xvi) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xvii) 52.222-59, Compliance with Labor Laws (Executive Order 13673) (OCT 2016) (Applies at $50 million for solicitations and resultant contracts issued from October 25, 2016 through April 24, 2017; applies at $500,000 for solicitations and resultant contracts issued after April 24, 2017).

Note to paragraph (e)(1)(xvii): By a court order issued on October 24, 2016, 52.222-59 is enjoined indefinitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, GSA, DoD and NASA will publish a document in the Federal Register advising the public of the termination of the injunction.

(xviii) 52.222-60, Paycheck Transparency (Executive Order 13673) (OCT 2016)).

(xix) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

(xx)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

(xxi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxiii) 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.

B.1.3 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 provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 five years.

SECTION 2 – HOMELAND SECURITY ACQUISITION REGULATION (HSAR) CLAUSES

B.2.1 3052.209-70 Prohibition on Contracts with Corporate Expatriates (Jun 2006)

(a) Prohibitions.

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

(b) Definitions. As used in this clause:

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

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

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

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

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

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

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

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

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

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

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

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

(ii) Stock of such entity which is sold in a public offering related to an acquisition described in section 835(b)(1) of the Homeland Security Act, 6 U.S.C. 395(b)(1).

(2) Plan deemed in certain cases. If a foreign incorporated entity acquires directly or indirectly substantially all of the properties of a domestic corporation or partnership during the 4-year period beginning on the date which is 2 years before the ownership requirements of subsection (b)(2) are met, such actions shall be treated as pursuant to a plan.

(3) Certain transfers disregarded. The transfer of properties or liabilities (including by contribution or distribution) shall be disregarded if such transfers are part of a plan a principal purpose of which is to avoid the purposes of this section.

(d) Special rule for related partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 U.S.C. 395(b) to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common control (within the meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership.

(e) Treatment of Certain Rights.

(1) Certain rights shall be treated as stocks to the extent necessary to reflect the present value of all equitable interests incident to the transaction, as follows:

(i) Warrants;

(ii) Options;

(iii) Contracts to acquire stock;

(iv) Convertible debt instruments;

(v) Others similar interests.

(2) Rights labeled as stocks shall not be treated as stocks whenever it is deemed appropriate to do so to reflect the present value of the transaction or to disregard transactions whose recognition would defeat the purpose of section 835.

(f) Disclosure. The offeror under this solicitation represents that [Check one]:

___ it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104–70 through 3009.104–73;

___ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104–70 through 3009.104–73, but it has submitted a request for waiver pursuant to 3009.104–74, which has not been denied; or ___ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104–70 through 3009.104–73, but it plans to submit a request for waiver pursuant to 3009.104–74.

(g) A copy of the approved waiver, if a waiver has already been granted, or the waiver request, if a waiver has been applied for, shall be attached to the bid or proposal.

B.2.2 3052.209-73 Limitation on Future Contracting (Jun 2006)

(a) The Contracting Officer has determined that this acquisition may give rise to a potential organizational conflict of interest. Accordingly, the attention of prospective Offerors is invited to FAR Subpart 9.5 --Organizational Conflicts of Interest.

(b) The nature of this conflict relates to actual or probable access to information which could assist potential Offerors already performing work under other TSA contracts in responding to this TORP.

(c) The restrictions upon future contracting are as follows:

(1) If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work that are to be incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first-tier subcontractor under an ensuing DHS contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the initial production contract). DHS shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

(2) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with those other companies.

B.2.3 3052.205-70 Advertisements, Publicizing Awards, and Releases (Sep 2012) The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services.

B.3 Other Direct Costs (ODC) The Contractor shall not be reimbursed for any unauthorized ODC (include travel). Authorization for ODC shall be approved in advance by the Contracting Officer’s Technical Representative (COTR). The Government will only reimburse the Contractor for pre-approved ODC incurred in the performance of this contract.

PART C - STATEMENT OF WORK

C.1 Scope The scope of this contract encompasses the analysis, validation, and storage of government furnished data to support the TSA, OAPM, and ILS branch. This Statement of Work defines the requirements for the establishment, implementation, and management of data analytical services and the design and development of a Transportation Security Equipment (TSE) maintenance database to assist the ILS Branch to evaluate the performance of maintenance contractors who perform preventive and corrective maintenance of Government TSE owned and operated by the Transportation Security Administration (TSA). This Section includes Program Management, Quality Assurance (QA), TSE Maintenance Data Analytical Services, TSE Maintenance Database and Business Intelligence Tool development and the associated Information Technology (IT) infrastructure to support all the required services.

C.1.1 Background The TSA Office of Acquisition and Program Management (OAPM) manages the acquisition lifecycle framework of all Transportation Security Equipment (TSE) within the national transportation infrastructure. The OAPM Integrated Logistics Support (ILS) branch is responsible for management and oversight of maintenance contracts for repair of TSE throughout the system lifecycle. There are currently three contractors that provide maintenance for Explosive Detection Systems (EDS) and one contractor for various types of passenger screening equipment. The total screening system includes the use of technology and human resources to deter foreign and domestic terrorists and other individuals from causing harm or disrupting the nation’s transportation systems and /or its users. The use of TSE reduces human capital costs, allows effective and efficient screening operations. When TSE is unavailable, it has an impact on the overall screening system. Because it is critical for the overall effectiveness of the security system to have TSE operational, TSA has developed performance metrics for the Maintenance Service Provider (MSP) to meet to ensure a level of availability.

C.1.2 Objective The objective of this contract is to acquire data analytic services to assist the TSA/OAPM to evaluate the performance of maintenance contractors who perform preventive and corrective maintenance of TSE through the analysis of maintenance data. This contract also requires the contractor to build an IT architecture of TSE maintenance database.

C.2 Applicable Documents The documents listed in C.2.1, Government Documents, of this SOW, are provided for reference in performance of the technical requirements herein. While every effort has been made to ensure the completeness of this list, contractors are cautioned that they must meet all requirements of this SOW, whether an invoked reference is listed here or not. The following specifications, standards, handbooks, documents, and drawings of the References listed below form a part of the technical requirements to the extent noted herein. The applicable editions of these documents are those in effect at the time of the release of the RFP.

C.2.1 Government Documents The following Government documents will provide further guidance for the implementation of the required services.

C.2.2 Other Applicable Documents

C.3 Document Submission and Compliance Data items referenced by their Contract Data Requirements List (CDRL) titles shall be performed in accordance with the CDRL of the same name (see Attachment 1). All data deliverables are to be prepared or updated and delivered in accordance with the corresponding CDRL items specified in this SOW.

In general, the Contractor shall perform in accordance with the documents and other deliverables developed in response to the technical requirements stated in this SOW as approved by the Government. The Contractor shall update as required and submit for approval prior to implementation of any changes. All reference to the "Government" in this SOW will mean by authority of the Contracting Officer.

The Contractor, using the Security Sensitive Information Identification Guide (SSIDG) as guidance, shall make recommendations to TSA regarding any data or information the contractor generates, including deliverables and other submission requirements, which should be considered Security Sensitive Information (SSI). Upon approval by the Government, the Contractor shall label any documents containing SSI as defined in 49 CFR Parts 15 and 1520 as follows:

Warning: This record contains Sensitive Security Information that is controlled under 49 CFR Parts 15 and 1520. No part of this record may be disclosed to persons without a “need-to-know”, as defined in 49 CFR Parts 15 and 1520, except with the written permission of the Administrator of the Transportation Security Administration or the Secretary of Transportation. Unauthorized release may result in civil penalty or other action. For U.S. government agencies, public disclosure is governed by 5 (U.S. Code) U.S.C. 552 and 49 CFR Parts 15 and 1520.

Electronic version of the deliverables containing SSI shall be submitted on a secure, password-protected Web site; via email; via CD; or as designated by the COR.

The Contractor shall use the following software programs or similar state-of-the-market software that is compatible with TSA software. The following software reflects the minimum standard of compatibility with TSA:

C.4 Government Furnished Information

C.5 Government Furnished Equipment The Government will provide the Contractor the necessary IT equipment to access TSA LANs, websites and databases necessary for the performance of requirements specified in Section C. The Contractor’s off-site work location must have high speed internet access and allow for the secure storage of Government Furnished Equipment (GFE) in accordance with TSA security regulations.

C.6 Standards and Code Requirements The Contractor shall ensure that all work performed is in compliance with all applicable local, state, and federal standards, codes, and regulations; including obtaining any required licenses, permits, approvals, and/or authorizations.

C.7 TSEMD Data Analysis Services Under the requirements of this contract the Contractor provides the full range of program management, quality assurance, and data security to meet the requirements of the contract. The Contractor manages the total work effort associated with the services required to meet the performance objectives and standards. Such management includes, but is not limited to, planning, scheduling, cost accounting, report preparation, establishing and maintaining records, quality assurance, and data security. The Contractor must establish and maintain an organization to manage this Data Analysis Services contract to efficiently and effectively execute the requirements of this SOW. The Contractor must provide a staff with the necessary management expertise to ensure performance objectives and standards are met. The Government requires a Program Manager (PM) who:

· Possesses relevant experience at a comparable level of responsibility in projects of similar size, scope, and complexity;

· Has full authority to act for the Contractor on all contract matters relating to this contract;

· Is responsible for accomplishment of all tasks required by this SOW;

· Serves as technical and programmatic liaison to the Government with the authority to commit the Contractor’s resources as necessary to ensure efficient and timely program execution;

· Organizes, plans, schedules, implements, controls, analyzes, and reports on all elements of the contract; and

· Presents and discusses the status of contract activities, requirements, and problems during program reviews and in response to requests from the Government.

The PM, unless otherwise unavoidable, should not be changed from the designated assignment until at least 12 months from date of award. Unavoidable situations include sudden illness, death or termination of employment. data analytical services

C.7.1 Program Management Plan The Contractor shall prepare and describe their Program Management Plan (PMP) as part of the TSEMD Analysis Services and in accordance with the following referenced CDRL and update and deliver as required:

CDRL A010, Program Management Plan

C.7.2 Risk Management The Contractor shall perform risk management throughout the performance of this Contract including:

· Developing and maintaining a list of program risks.

· Classifying program risks as low, moderate, or high, and notifying the Government of high risk items within 24 hours of identification.

· Preparing mitigation plans for risks considered low, moderate, or high.

· Planning and coordinating a recurring meeting with the Government to discuss risks and mitigation status.

C.7.3 Contract Transition Plan The Contractor shall prepare and include a Transition Plan to address incoming and outgoing transitions in CDRL A010, Program Management Plan.

C.7.4 Program Control The Contractor shall implement program control procedures that demonstrate a clear line of project authority among organizational elements. This information shall be prepared and delivered each quarter through a Program Management Review (PMR) and a Program Status Report (PSR) in accordance with the following CDRL:

CDRL A002, Program Status Report

C.7.5 Program Document Library The Contractor shall maintain a Program Document Library Index (PDLI) list to authorized Government personnel. The PDLI consists of all program documents/data generated by the Contractor that were contract CDRL deliverables to the Government in performance of the contract, other major deliverables requested by the Government in performance of the contract, and documents provided to the Contractor by the Government during the performance of the contract. It also consists of a list of all Contractor internal documents, referred to as a Data Accession List (DAL), required by the Contractor for implementation of this contract. The Contractor shall maintain a physical repository of all program documents identified on the PDLI and provide to the Government upon request. A PDLI shall be maintained and delivered in accordance with the following CDRL:

CDRL A003, Program Document Library Index

C.7.6 Meetings and Reviews The Contractor shall conduct meetings and reviews in accordance with the requirements of this SOW and the following CDRLs. Meetings and reviews are not considered final until the Government has approved the minutes.

CDRL A004A, Meeting Agenda and Presentation Materials CDRL A004B, Meeting Minutes

C.7.6.1 Program Management Reviews The Government requires quarterly Program Management Reviews (PMR) which are typically conducted at the Contractor site, TSA, or alternate site(s) specified by the Government. The Contractor shall submit the proposed agenda and PMR slides four (4) business days prior to the scheduled PMR in accordance with CDRL A004A, Meeting Agenda and Presentation Materials, to include, at a minimum, the following topics:

· A review of all pertinent technical, schedule and cost aspects of the contract.

· Current performance measurement information.

· Current and anticipated technical and implementation problems.

· Risks and mitigation actions taken as addressed in Section C.7.2, Risk Management/Assessment, of this SOW.

· Review of subcontractor’s technical progress on all assigned tasks.

· Substantiation of assumptions made and methodologies used in arriving at recommendations or conclusions.

· Status summary of:

· Maintenance Ticketing Database Creation.

· Financial position (obligated, expended, invoiced, remaining) by Option Year

The Government reserves the right to change the location of the PMR, to increase or decrease the frequency of the PMRs, and/or to require that a PMR be held via teleconference instead of an in-person meeting. The Government will provide the Contractor with sufficient notice of any such changes to the PMR. The Government further reserves the right to add, delete or modify the PMR agenda items at its discretion.

C.7.6.2 Technical Interchange Meetings When requested by the Government, or when approved by the Government if requested by the Contractor, the Contractor shall conduct and administratively support Technical Interchange Meetings (TIM) at the government-designated locations. TIMs may be held by teleconference at the discretion of the Government. During the TIM, the Contractor and the Government will discuss specific technical activities associated with Data Analytical Services; Maintenance Service Providers (MSP) maintenance ticketing application, metrics calculation reporting and submittal processes; and development of TSE Maintenance Database and Business Intelligence Tool. The TIM will cover issues that require attention prior to the next scheduled PMR to ensure continuing Government visibility into the technical progress of the contract.

C.7.7 Continuity of Operations Plans The Contractor shall develop and maintain a Contingency Plan (CP), to include a Continuity of Operation Plan (COOP), to address circumstances whereby normal operations may be disrupted and thus require activation of the CP and/or COOP are disrupted. The contractor’s CP/COOP responsibility relates only to the system they provide or operate under contract.

The Contractor shall:

· Ensure that contingency plans are consistent with template provided in the DHS IACS Tool. If access has not been provided initially, the contractor shall use the DHS 4300A Sensitive System Handbook, Attachment K IT Contingency Plan Template.

· Identify and train all TSA personnel involved with COOP efforts in the procedures and logistics of the disaster recovery and business continuity plans.

· Ensure the availability of critical resources and facilitate the COOP in an emergency situation.

· Test their CP annually and retain records of the annual CP testing for review during periodic audits.

· Record, track, and correct any CP deficiency; any deficiency correction that cannot be accomplished within one month of the annual test shall be elevated to IAD.

· Ensure the CP addresses emergency response, backup operations, and recovery operations.

· Have an Emergency Response Plan that includes procedures appropriate to fire, flood, civil disorder, disaster, bomb threat, or any other incident or activity that may endanger lives, property, or the capability to perform essential functions.

· Have a Backup Operations Plan that includes procedures and responsibilities to ensure that essential operations can be continued if normal processing or data communications are interrupted for any reason.

· Have a Post-Disaster Recovery Plan that includes procedures and responsibilities to facilitate rapid restoration of normal operations at the primary site or, if necessary, at a new facility following the destruction, major damage, or other major interruption at the primary site.

· Ensure all TSA data (e.g., mail, data servers, etc.) is incrementally backed up on a daily basis.

· Ensure a full backup of all network data occurs as required by the system’s availability security categorization impact rating per TSA Information Assurance policy.

· Ensure all network application assets (e.g., application servers, domain controllers, Information Assurance (IA) tools, etc.) shall be incrementally backed up as required to eliminate loss of critical audit data and allow for restoration and resumption of normal operations within one hour.

· Ensure sufficient backup data to facilitate a full operational recovery within one business day at either the prime operational site or the designated alternate site shall be stored at a secondary location determined by the local element disaster recovery plan.

· Ensure that data at the secondary location is current as required by the system’s availability security categorization impact rating.

· Ensure the location of the local backup repository and the secondary backup repository is clearly defined, and access controlled as an Information Security Restricted Area (ISRA).

· Adhere to the DHS IT Security Architecture Guidance Volume 1: Network and System Infrastructure for the layout of the file systems, or partitions, on a system’s hard disk impacting the security of the data on the resultant system. File system design shall:

· Separate generalized data from operating system (OS) files

· Compartmentalize differing data types

· Restrict dynamic, growing log files or audit trails from crowding other data

· Adhere to the DHS IT Security Architecture Guidance Volume 1: Network and System Infrastructure for the management of mixed data for OS files, user accounts, externally-accesses data files and audit logs.

A COOP plan shall be developed and delivered in accordance with the following CDRL:

CDRL A005, Continuity of Operations Plan (COOP)

C.7.8 Quality Management The Contractor shall establish, implement, and maintain a quality management system and flow down appropriate contract requirements to its sub-suppliers and subcontractors and ensure they have a documented quality management system that controls the quality of the services and supplies they…