15 RFP 5000202375 final.pdf

REQUEST FOR PROPOSAL (RFP) No. 5000202375 LB&I Royalty IP Database

The Internal Revenue Service (IRS) Taxpayer Focused Division; TTL (TEGE/TAS/LB&I/TCO) Branch, on behalf of the IRS Large Business & International (LB&I), proposes to issue a standalone firm fixed price purchase order.

This Request for Proposal (RFP) is soliciting responses on System for Award Management (SAM) from Small Businesses. You are hereby invited to submit a proposal in response to this notice. If you are interested in this acquisition, you may participate by submitting your response in accordance with the instructions that follow and are required herein. Please ensure the following are filled out where required/necessary:

• Part I: Line-Item Table, Statement of Work

• Part II: Solicitation Clauses, Provisions, and RFQ Security Requirements

• Part III: Technical Evaluation Plan, FISMA Contract Language

Please make sure to include the name of your company as is appears in System for Award Management (SAM), your DBA (“doing business as”) name, and your SAM UEI with your submission.

Questions Due Date: December 18, 2024, at 4:00 PM EST. Email proposals to Contract Specialist Megan Kelly at Megan.E.Kelly@irs.gov.

Quotes Due Date: December 23, 2024, at 4:00 PM EST. Email questions in response to this solicitation to Contract Specialist Megan Kelly at Megan.E.Kelly@irs.gov.

mailto:megan.e.kelly@irs.gov mailto:megan.e.kelly@irs.gov

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 2 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NUMBER

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

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

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

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

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

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

5000202375

5000202375

Megan E. Kelly

609-625-7828

See Delivery Schedule(s) See Block 9

Invoices must be submitted via the Invoice Processing Platform at www.IPP.gov

See Delivery Schedule(s)

Daniel S. Rapoport

1,000 employees

12/12/2024

4:00 PM EST

Operations Branch Southern Region 5218 Atlantic Avenue Mays Landing, NJ 08330-2003 Attn: Megan Kelly Tel: Email: megan.e.kelly@irs.gov

12/23/2024

12/12/2024

STOCK RECORD (S/R)

STANDARD FORM 1449 (REV. 11/2021) BACK

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE RECEIVED (MM/DD/YYYY) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. EMAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

PART I

Line Item Table Item No. FSC Item Description QTY Unit Unit

Price* Total Value*

0001 B507

Base Year: 12 months

Period of Performance: 02/01/2025 – 01/31/2026

Intellectual/Intangible Property (IP) Royalty Subscription Database

1.000 YR

1001 B507

Option Year 1: 12 months

Period of Performance: 02/01/2026 – 01/31/2027

2001 B507

Option Year 2: 12 months

Period of Performance: 02/01/2027 – 01/31/2028

3001 B507

Option Year 3: 12 months

Period of Performance: 02/01/2028 – 01/31/2029

4001 B507

Option Year 4: 12 months

Period of Performance: 02/01/2029 – 01/31/2030

*to be filled out by the Contractor

PERFORMANCE WORK STATEMENT (PWS)

Royalty IP and Services Database 2025

Internal Revenue Service

C.1 INTRODUCTION/OVERVIEW

The Internal Revenue Service (IRS), Large Business and International’s (LB&I) mission includes auditing the pricing of a taxpayer’s intangible property (IP) and services transactions with related entities. A critical step in LBI’s IRC Section 482 analysis in determining an arm’s length price is the identification of comparable IP and service transactions in the marketplace and the retrieval of third-party agreements that contain sufficiently detailed information about such transactions. LB&I is responsible for providing its employees with the data and tools that IRS employees will use to evaluate taxpayer’s intercompany transactions. The transactions and data identified in this repository, downloaded documents, and the IRS’ analysis on such data and documents will be shared with third parties, including but not limited to taxpayers and other tax authorities to support IRS positions.

C.2 BACKGROUND

The IRS requires the purchase of a royalty and services database subscription capable of meeting all the Government’s requirements for the search of IP and service transactions in the marketplace. The database will be available to all IRS employees.

The database vendor will provide access to all IP and service transactions and supporting search process information, benchmarking tools, the use of the related software, support and training for the database in accordance with the specifications in the related contract.

C.3 DESCRIPTION OF SERVICES

The database vendor (“vendor”) will be evaluated as follows:

1) The database should contain publicly available IP and services transactions gathered from US and foreign sources, including company filings, regulatory filings, Freedom of Information Act (FOIA) requests and FOIA-like requests. The term IP refers to intangible property that includes but is not limited to sales or licenses of patents, trademarks, copyrights, trade secrets and other know-how, software and technical information, customer lists, and similar assets. In relation to services, the database must include agency, management, support and other service categories. The information in this database should be updated periodically.

2) The database application’s user interface (UI) must provide clear definitions for all search and screening filters. The search process should be documented and clear and be able to be replicated. The UI should offer an intuitive format, and variable definitions should be obvious. A new user with knowledge of IP contracts and service agreements must be able to specify a basic search with minimal, and ideally no training.

3) The database must be searchable using a word search on key characteristics of the transaction under examination to derive an appropriate pool of potential comparable transactions from the vendor’s database. This word search should be able to be conducted in the full text of the agreements, the summaries or in the title.

4) The repository must allow screening for effective date, time period or term, parties to the transaction, party-relationship (related or unrelated entities), agreement type, industry, geographic territory, degree of exclusivity, and royalty rates/service fee detail, including the base used for the royalty rate or service fee calculation. The transaction summary must also identify amendments to the agreement.

5) The interface between the search software and all IP and Services Agreement database(s), including ancillary databases that contain information on the broader aspects of the parties to the transaction, should be seamless and user-friendly.

6) The database should provide analytical tools used in standard transfer pricing analyses such as the interquartile range based on IRC Section 482 definitions.

Additional features such as clear graphical representations of the population and sample range, and the capability to conduct sensitivity analyses of the range to the analyst’s choice of various search filters would result in higher ratings.

7) The database must have an efficient search engine that can handle multiple users and search simultaneously. The IRS anticipates that the number of users will be less than 500 but multiple users may be accessing the database simultaneously. The repository should allow each user to save and edit prior searches.

8) The IRS must be able to easily export the documents identified in the search as well as any analytic information related to the search results, as Adobe PDF or MS Word and MS Excel files.

9) The IRS will have unlimited access to database transactions and database functionality with a daily cap per user that is at least 300 agreements.

10) The IRS requires timely access to experienced analysts and helpdesk customer support. See C.6. below for details.

11) The vendor must provide training of IRS employees upon request. See C.7 below for details.

C.4 REQUIRED DATA

The vendor shall provide full access to the database to each user, including all analytical tools and ancillary databases and associated tools offered by the vendor. The vendor will also allow users to easily export all relevant information, save agreement sets, and search steps for future use in a secure manner.

PERFORMANCE STANDARD – REQUIRED DATA

The vendor shall provide access to the data specified above during 8 am to 6 pm EST. The data shall be updated with the same frequency as available to normal commercial customers.

C.5 INFORMATION ACCESS

The information shall be available to the users by means of a high-speed internet website. The website shall be useable via IDs and passwords. Access will be available to IRS employees 24 hours a day, seven days a week.

PERFORMANCE STANDARD – INFORMATION ACCESS

Requested information is provided to authorized IRS users as follows:

1. Compatible with Windows 11 and Microsoft Office 365 version of Microsoft Excel, Access and Word. In addition to the preceding operating system and applications, the vendor shall:

a) Maintain compatibility with the latest version of the Microsoft Operating System and Excel, Access, and Word applications,

b) Comply with Section 508 of the Rehabilitation Act of 1973, and

c) Make available online access using high-speed network and modem connections, as well as through the IRS Intranet using a Web Browser on http port 80 only.

2. Website access is by use of ID and password.

3. Account issuance is restricted to the IRS Points of Contact.

C.6. HELP/SUPPORT IN USE OF DATABASE

The vendor shall:

1. Provide unlimited telephone Help Desk/Support to database users. Users must have access to the vendor during IRS normal business hours for assistance for product use questions. These include but are not limited to questions concerning the database’s underlying data, use of the UI for conducting searches, compiling information, and downloading and exporting information in report or other forms. The vendor’s helpdesk/support team must have reasonable expertise in the categorization of transaction terms and other aspects of the IP and Services Agreements contained in their database. For questions beyond the expertise and ability of the help desk support personnel, the vendor’s experts must be available to answer questions within 48 hours.

2. Provide this help/support beginning on Period of Performance start date.

PERFORMANCE STANDARD – HELP/SUPPORT IN USE OF DATABASE

Help/Support in the use of database will:

1. Be provided initially to make the database accessible to users.

2. Assist users in questions dealing with data specifics, data access, use of any attached software applications, use of report templates and downloading of data during normal business hours for the length of the contract.

3. Help/Support will be available to users from the beginning on the contract’s award date.

C.7. DATABASE TRAINING UPON REQUEST

The vendor shall:

1. Provide training of IRS employees upon request. The vendor will work with the IRS Points of

Contact to structure the requested training.

2. Provide training as of Period of Performance start date as requested.

PERFORMANCE STANDARD – DATABASE TRAINING UPON REQUEST

Help/Support in the use of database will be provided initially to make the database accessible to users.

C.8 AUTHORIZED USERS

Authorized users under this contract are select transfer pricing practitioners of the Internal Revenue Service (IRS). The IRS Points of Contact are Jana Rajan (jana.v.rajan@irs.gov) and David Gianturco (david.j.gianturco@irs.gov). The IRS Contracting Officer’s Representative, COR, is Tarah Murphy Tarah.A.Murphy@irs.gov.

C.9 PERIOD OF PERFORMANCE

The estimated period of performance for services under this contract requirement will be:

Base Year Period: February 1, 2025 –January 31, 2025 Optional Year 1: February 1, 2026 –January 31, 2027 Optional Year 2: February 1, 2027 –January 31, 2028 Optional Year 3: February 1, 2028 –January 31, 2029 Optional Year 4: February 1, 2029 –January 31, 2030

The vendor will be ready to commence work under the contract after receipt of contract award of the Base Year Period.

C.10 QUALITY ASSURANCE

mailto:jana.v.rajan@irs.gov mailto:david.j.gianturco@irs.gov mailto:Tarah.A.Murphy@irs.gov

The IRS’ Points of Contact will monitor the performance of the vendor through direct observation of the vendor’s performance. The Government will assess the performance of the vendor in accordance with the performance standards set forth in this Performance Work Statement.

C.11 DELIVERY

Delivery of web-based database subscription access requested on the same day of the period of performance commencement date in Section C.8 of the awarded contract.

C.12 INVOICES

Contract Number must be on all future invoices. Invoices must be submitted annually in advance, within 30 days after the start of the new Period of Performance, to the Invoice Processing Platform (IPP) at www.ipp.gov.

Duplicate Copy of electronic Invoices will be delivered to:

Tarah Murphy

CONTRACTING OFFICER REPRESENTATIVE (COR)

Internal Revenue Service Telephone: 240-613-3562 Tarah.A.Murphy@irs.gov

C.13 CONTRACT ADMINISTRATION INFORMATION

TARAH MURPHY, CONTRACTING OFFICER REPRESENTATIVE (COR)

Ph: 240-613-3562 Email:Tarah.A.Murphy@irs.gov

C.14 GOVERNMENT FURNISHED PROPERTY

N/A. There will be no Government furnished property provided under this contract requirement.

C.15 SECURITY REQUIREMENTS

N/A.

**********************END OF STATEMENT OF WORK*************************

http://www.ipp.gov/

Part II. Solicitation Clauses & Provisions

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): www.acquisition.gov

(End of clause)

Clause Name Date

FAR

52.203-3 Gratuities April 1984 52.203-17 Contractor Employee Whistleblower Rights November 2023 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements January 2017

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards June 2020 52.204-13 System for Award Management Maintenance October 2018 52.204-14 Service Contract Reporting Requirements October 2016 52.204-18 Commercial and Government Entity Code Maintenance August 2018 52.204-19 Incorporation by Reference of Representations and Certifications December 2014 52.204-21 Basic Safeguarding of Covered Contractor Information Systems November 2021 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities December 2023

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

November 2021

52.204-27 Prohibition on a ByteDance Covered Application June 2023 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations November 2015 52.211-11 Liquidated Damages-Supplies, Services, or Research and Development September 2000 52.212-4 Contract Terms and Conditions—Products and Commercial Services November 2023 52.219-14 Limitations on Subcontracting October 2022 52.222-3 Convict Labor June 2003 52.222-26 Equal Opportunity September 2016 52.222-41 Service Contract Labor Standards August 2018 52.222-50 Combating Trafficking in Persons November 2021 52.222-54 Employment Eligibility Verification May 2022 52.222-55 Minimum Wages Under Executive Order 13658 January 2022 52.223-23 Sustainable Products and Services May 2024 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving June 2020 52.227-1 Authorization and Consent June 2020 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement June 2020 52.229-3 Federal, State, and Local Taxes February 2013 52.232-23 Assignment of Claims May 2014 52.232-33 Payment by Electronic Funds Transfer-System for Award Management October 2018 52.232-39 Unenforceability of Unauthorized Obligations June 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors March 2023 52.233-1 Disputes May 2014 52.233-3 Protest after Award August 1996 52.233-4 Applicable Law for Breach of Contract Claim October 2004 52.239-1 Privacy or Security Safeguards August 1996

52.243-1 Changes-Fixed Price, Alternate I August 1987, April

52.246-1 Contractor Inspection Requirements April 1984 52.249-1 Termination for Convenience of the Government (Fixed-Price) (Short Form) April 1984 52.253-1 Computer Generated Forms January 1991

DT1052.210-

Contractor Publicity April 2015

DT1052.232-

Electronic Submission of Payment Requests April 2015

Solicitation Provisions Incorporated by Reference (Feb 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): www.acquisition.gov

(End of provision)

Provision Name Date

FAR

52.203-18 Prohibition on Contracting with Entities that Require Certain Internal

Confidentiality Agreements or Statements –Representation January 2017

52.204-7 System for Award Management October 2018 52.204-16 Commercial and Government Entity Code Reporting August 2020 52.204-21 Basic Safeguarding of Covered Contractor Information Systems November 2021 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab Covered Entities December 2023

52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals— Representation

December 2016

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran— Representation and Certifications

June 2020

Full-text Clauses and Provisions

Provisions:

FAR 52.204-17 Ownership or Control of Offeror (Aug 2020)

(a) Definitions. As used in this provision—

Commercial and Government Entity (CAGE) code means—

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: Ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

(b) The Offeror represents that it [_] has or [_] does not have an immediate owner. If the Offeror has more than one immediate owner (such as a joint venture), then the Offeror shall respond to paragraph (c) and if applicable, paragraph (d) of this provision for each participant in the joint venture.

(c) If the Offeror indicates “has” in paragraph (b) of this provision, enter the following information:

Immediate owner CAGE code: _______________________

Immediate owner legal name: ________________

(Do not use a “doing business as” name)

Is the immediate owner owned or controlled by another entity?: [_] Yes or [_] No.

(d) If the Offeror indicates “yes” in paragraph (c) of this provision, indicating that the immediate owner is owned or controlled by another entity, then enter the following information:

Highest-level owner CAGE code: __________________

Highest-level owner legal name: __________________________

(Do not use a “doing business as” name)

(End of Provision)

FAR 52.204-24 – Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision—

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) ( https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(d) Representation. The Offeror represents that—

(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that—

It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures. (1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided;

and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of provision)

FAR 52.204-26 – Covered Telecommunications Equipment or Services-Representation (Oct 2020)

(a) Definitions. As used in this provision, "covered telecommunications equipment or services" and "reasonable inquiry" have the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) ( https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(c) (1) Representation. The Offeror represents that it □ does, □ does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(2) After conducting a reasonable inquiry for purposes of this representation, the offeror represents that it

□ does, □ does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services.

(End of provision)

52.209-2 Prohibition on Contracting With Inverted Domestic Corporations—Representation (Nov 2015)

(a) Definitions. Inverted domestic corporation and subsidiary have the meaning given in the clause of this contract entitled Prohibition on Contracting with Inverted Domestic Corporations (52.209-10).

(b) Government agencies are not permitted to use appropriated (or otherwise made available) funds for contracts with either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation, unless the exception at 9.108-2(b) applies or the requirement is waived in accordance with the procedures at 9.108-4.

(c) Representation. The Offeror represents that—

(1) It □ is, □ is not an inverted domestic corporation; and

(2) It □ is, □ is not a subsidiary of an inverted domestic corporation.

(End of Provision)

52.209-5 Certification Regarding Responsibility Matters (Aug 2020)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that—

(i) The Offeror and/or any of its Principals—

(A) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have ( ) have not ( ), within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract;

violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks “have”, the offeror shall also see 52.209-7, if included in this solicitation);

(C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision;

and

(D) Have □ , have not □ ,within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds the threshold at 9.104-5(a)(2) for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. § 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. § 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. § 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has ( ) has not ( ), within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror non-responsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

(End of Provision)

FAR 52.209-11 – Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (Feb 2016)

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that–

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that–

(1) It is □ is not □ a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability;

and

(2) It is □ is not □ a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

(End of provision)

52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial Services (May 2024)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision.

(a) Definitions. As used in this provision—

Covered telecommunications equipment or services has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Economically disadvantaged women-owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

Forced or indentured child labor means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: Ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

Manufactured end product means any end product in product and service codes (PSCs) 1000-9999, except—

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

Place of manufacture means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.

Reasonable inquiry has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174).

Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

Sensitive technology—

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically—

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern—

(1)(i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see subpart 19.14).

(3) Service-disabled veteran, as used in this definition, means a veteran as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16), and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs' Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that—

(1) Effective January 1, 2024, is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300; or

(2) Has represented that it is an SDVOSB concern in SAM and submitted a complete application for certification to SBA on or before December 31, 2023.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

Small business concern—(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

Small disadvantaged business concern, consistent with 13 CFR 124.1001, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2);

and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

Subsidiary means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term “successor” does not include new offices/divisions of the same company or a company that only changes its name.

The extent of the responsibility of…