Attachment_1_-_Provisions_and_Clauses_70Z02318RMMN25100.pdf

Attachment 1 – Provisions and Clauses

70Z02318RMMN25100

NOTICE FOR FILING AGENCY PROTESTS

United States Coast Guard Ombudsman Program It is the policy of the United States Coast Guard (USCG) to issue solicitations and make contract awards in a fair and timely manner. The Ombudsman Program for Agency Protests (OPAP) was established to investigate agency protest issues and resolve them without expensive and time-consuming litigation. OPAP is an independent reviewing authority that is empowered to grant a prevailing protester essentially the same relief as the Government Accountability Office (GAO).

Interested parties are encouraged to seek resolution of their concerns within the USCG as an

Alternative Dispute Resolution (ADR) forum rather than filing a protest with the GAO or some external forum. Interested parties may seek resolution of their concerns informally or opt to file a formal agency protest with the Contracting Officer or Ombudsman.

Informal Forum with the Ombudsman. Interested parties who believe a specific USCG procurement is unfair or otherwise defective should first direct their concerns to the applicable

Contracting Officer. If the Contracting Officer is unable to satisfy their concerns, interested parties are encouraged to contact the U.S. Coast Guard Ombudsman for Agency Protests. Under this informal process the agency is not required to suspend contract award performance. Use of an informal forum does not suspend any time requirement for filing a protest with the agency or other forum. In order to ensure a timely response, interested parties should provide the following information to the Ombudsman: solicitation/contract number, contracting office, Contracting Officer, and solicitation closing date (if applicable).

Formal Agency Protest with the Ombudsman. Prior to submitting a formal agency protest, protesters must first use their best efforts to resolve their concerns with the Contracting Officer through open and frank discussions. If the protester’s concerns are unresolved, an Independent

Review is available by the Ombudsman. The protester may file a formal agency protest to either the

Contracting Officer or as an alternative to that, the Ombudsman under the OPAP program. Contract award or performance will be suspended during the protest period unless contract award or performance is justified, in writing, for urgent and compelling reasons or is determined in writing to be in the best interest of the Government. The agency’s goal is to resolve protests in less than 35 calendar days from the date of filing. Protests shall include the information set forth in FAR

33.103(d) (2). If the protester fails to submit the required information, resolution of the protest may be delayed or the protest may be dismissed. To be timely protests must be filed within the period specified in FAR 33.103(e). Formal protests filed under the OPAP program should be submitted electronically to OPAP@uscg.mil and the Contracting Officer or by hand delivery to the Contracting

Officer.

Election of Forum. After an interested party protests a Coast Guard procurement to the Contracting

Officer or the Ombudsman, and while the protest is pending, the protester agrees not to file a protest with the GAO or other external forum. If the protest is filed with an external forum, the agency protest will be dismissed.

The Ombudsman Hotline telephone number is: 202.372.3695.

The Ombudsman Hotline e-mail address is: OPAP@uscg.mil.

FEDERAL ACQUISITION REGULATION (FAR),

DEPARTMENT OF HOMELAND SECURITY ACQUISITION REGULATION (HSAR),

AND U.S. COAST GUARD PROVISIONS AND CLAUSES

PROVISIONS

FAR 52.252-1 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 address:

https://www.acquisition.gov

Provisions Incorporated by Reference:

Provision Title

52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS--REPRESENTATION (JAN 2017)

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING

(JUL 2016)

52.204-22 ALTERNATIVE LINE ITEM PROPOSAL (JAN 2017)

52.212-1 INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (JAN 2017)

52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN

CERTAIN ACTIVITIES OR TRANSACTIONS RELATING TO IRAN--

REPRESENTATION AND CERTIFICATIONS (OCT 2015)

HSAR 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 Afiliated 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; and

(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 3009.108-7001 through 3009.108-

7003;

__ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.108-7001 through 3009.108-

7003, but it plans to submit a request for waiver pursuant to 3009.108-7004, 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 3009.108-7001 through 3009.108-

7003, but it plans to submit a request for waiver pursuant to 3009.108-7004.

(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.

(End of provision)

FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JUL 2013)

(a) Definitions. As used in this provision—

“Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission

Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed

Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options;

and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” 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 [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

I If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in

(c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for

Award Management database via https://www.acquisition.gov (see 52.204-7).

(End of provision) https://www.acquisition.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137850

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)

ADDENDUM TO PROVISION FAR 52.212-1

FAR 52.212-1 INSTRUCTIONS TO OFFERORS–COMMERCIAL ITEMS (JAN 2017)

is incorporated by reference. Addendum to Provision FAR 52.212-1 follows:

This Request for Proposal (RFP) stands on its own. Offerors should not infer that instructions from any previous solicitation for similar supplies and services apply to this RFP.

Offerors shall submit written proposals in four (4) separate volumes: Volume I - Technical

Capability, Volume II - Past Experience, Volume III - Past Performance and Volume IV - Price.

Text shall be no smaller than 11 or 12 points font size on 8.5 by 11 inches pages with margins of at least 1 inch at the top, bottom, and sides. Text may be 10 points for tables or graphics.

Proposals shall have the following page limits:

Volume I – Technical Capability (limit 6 pages total)

Volume II – Past Experience (no page limit)

Volume III – Price (no page limit; use contract pricing spreadsheet)

ADMINISTRATIVE INSTRUCTIONS

a. Title Pages, Table of Contents, Cover Sheets, List of Exceptions/Assumptions, and

Responses to Provisions are not included in the total page count. Offerors shall complete and submit the specifics of provisions 52.209-7, 52.209-11, 52.212-3 Alt I, 52.222-22, 52.225-18 and HSAR 3052.209-70 as a separate part of the proposal package titled ‘Provisions Responses’. With respect to provision 52.212-3, place

“___N/A___” at the end of section (b)(2) of the provision if the information contained in your current SAM registration applies to this proposal as well. Sections

(c) through (p) of this provision should be completed ‘only if’ the offeror has completed [them] for the purposes of this solicitation.

b. Pursuant to FAR 52.219-14(c)(2), Limitations on Subcontracting (Jan 2017), “[t]he

[small business] concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials. The offeror shall include a table that breaks out the cost of manufacturing for the base period -differentiating between costs from small business concerns and large business team members.

c. The proposal shall include the period of its validity from the date of the RFP close date

(e.g., 90 calendar days).

WRITTEN PROPOSAL STAGE – APPLIES TO ALL OFFERORS.

Volume I – Technical Capability:

The offeror shall explain in Volume I, how its proposed reader and its proposed technical approach meet the following sections of the Statement of Work (SOW) (Attachment 2):

o 2.1 o 2.1.1 a. through 2.1.1 e.

o 2.1.2 a. through 2.1.2 c.

o 2.1.4 through 2.1.6 o 2.2 o 2.3 o 2.4 (all) o 2.5 (all)

Offerors are advised against simply paraphrasing the SOW. For example, do not state for SOW section 2.1.1 a.: “The reader weighs less than 5 pounds.” Instead, state how much the proposed reader does weigh.

Volume I shall include a separate cover letter and a separate page containing any exceptions and/or assumptions to the terms and conditions if applicable. The offeror is cautioned that any exceptions and/or erroneous assumptions to the terms and conditions of the solicitation will be at its own risk of being removed from consideration for award. Any exceptions and/or assumptions shall clearly identify the proposal paragraph, term and/or condition to which the exceptions and/or assumptions is taken and include supporting rationale.

Volume II – Past Experience:

The offeror shall provide a past experience narrative of a project of similar size, scope, and complexity performed within the past three (3) years from the current RFP release date. The experience shall involve providing Biometric Reader and accompanying support services. The burden is on the offeror to provide sufficient information to enable the Government to determine if listed project is of similar size, scope and complexity. The past experience narrative shall address requirements similar to the SOW. The past experience narrative submission may originate from either the prime contractor or subcontractor level.

Furthermore, for the referenced contract, the offeror shall provide the following information:

a. Name and address of the company or agency;

b. Current technical competency POC (focal point(s)) who can assess performance

c. Current telephone numbers and email addresses;

d. Contract type and Contract number;

e. Identify whether they were Prime or Subcontractor;

f. Contract Value (Original and Ending or Current Value, with an Explanation for

Cost Growth);

g. Period of Performance (including start date and original end date, with an explanation of any delays);

h. Type of work performed;

i. Problems encountered and their resolutions;

j. Any subcontractors or partnerships.

Relevant Past Performance:

Offerors are not required to submit any data on relevant past performance. However, an Offeror may submit relevant past performance information in Volume II at its discretion.

Volume III – Price:

a. Each offeror shall submit its Volume III to meet all requirements contained in the

SOW using Attachment 4 – Contract Pricing Spreadsheet. Further instructions are below and in Attachment 4. Additional pages may be submitted to support an

Offeror’s price proposal.

b. The Government estimates, but does not guarantee that 600 labor hours will be required to perform the service portions (i.e., sections 2.4 and 2.5) of the SOW in each contract year. Offerors may use the Government’s labor hour estimate as a basis for price proposals, or offerors may choose to propose on a different basis.

c. Contractor travel is anticipated during each contract year. Contractor travel will be established in each period as a separate line item on a not-to-exceed (NTE) basis.

The Offeror shall not adjust travel ceiling amounts on Attachment 4 – Contract

Pricing Spreadsheet. The travel ceiling for each contract year is $5,000 (inclusive of

G&A).

VERIFICATION TEST / ORAL PRESENTATION STAGE – APPLIES TO LOWEST-PRICE OFFEROR ONLY.

Verification Test / Oral Presentation:

a. Within one (1) week of a request by the USCG Contracting Officer, an offeror shall send at least one (1) representative with its proposed Biometric Reader to USCG HQ for verification testing. The USCG Contracting Officer may request verification testing at any point after the deadline for proposals. The offeror agrees to not hold the Government liable for any damage to its reader that may occur during verification testing.

b. If an offeror proceeds to verification testing, the Contracting Officer may request that the offeror clarify certain aspects of its proposal.

c. Immediately following verification testing, the offeror shall have 25 minutes to provide an oral presentation on the following sections of the SOW:

o 2.1.1 g. (also included in verification test) o 2.1.2 d. (also included in verification test)

For 2.1.2 d.: also explain the order in which certificates are checked.

o 2.1.4 through 2.1.6 (also included in volume I) o 2.4.1 (also included in volume I)

In support of its oral presentation, the offeror shall submit a Microsoft PowerPoint slide show (not to exceed 12 slides – all inclusive) via e-mail to the same address as provided for submission of proposals. The offeror shall include its name and the solicitation number on the first slide. The offeror shall submit its slide show at least 24 hours in advance of its oral presentation. At the time of its oral presentation, the offeror shall provide 2 hard copies of its notes and/or script which has information about its slides.

FAR 52.212-2 EVALUATION–COMMERCIAL ITEMS (OCT 2014)

Addendum to Provision FAR 52.212-2 is FULL TEXT (tailored as follows):

Any response to this RFP must stands on its own. The Government will not consider in its evaluation anything that Offerors submitted before the release date of this RFP.

The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government. The basis for award is lowest price technically acceptable. The Government intends to award one (1) firm-fixed-price contract for this requirement.

The Government will evaluate proposals only to the extent necessary to identify the lowest priced technically acceptable proposal. As a result, the Government may not evaluate every volume of every proposal or schedule every offeror for a Verification Test/Oral Presentation.

The Government will apply the following criteria to evaluate offers.

After the solicitation close date, the Government will open each offer to ascertain the total price proposed. The Government will then rank the offerors from lowest to highest based on total price. The Government may eliminate a proposal from consideration for award if an offeror fails to complete Attachment 4 - Contract Pricing Spreadsheet, as instructed. The Government will use “Total Proposed Price” (including travel) as calculated from Attachment 4 - Contract

Pricing Spreadsheet - when determining the lowest price proposal. The Government will then evaluate the lowest price proposal in accordance with the following.

Technical Capability:

The Government will evaluate whether the offeror has adequately described in Volume I –

Technical Capability how the offeror will meet the following sections of the SOW:

o 2.1 o 2.1.1 a. through 2.1.1 e.

o 2.1.2 a. and 2.1.2 c.

o 2.1.4 through 2.1.6 o 2.2 o 2.3 o 2.4 (all) o 2.5 (all)

Responding to some – but not all - of the listed sections of the SOW or only parts of the listed sections will be rated as “Unacceptable”. Technically acceptable under technical capability means offeror responses clearly meet all criteria. Simply paraphrasing the SOW will be rated as

“Unacceptable”. Pages that are over the stated maximums may not be evaluated.

Note: Volume I – Technical Capability responses that are inconsistent with or do not conform to any aspect of the SOW will be rated as Unacceptable.

Relevant Past Experience:

The Government will evaluate the offeror’s past experience narrative for relevancy. In determining whether past experience narrative is relevant or not relevant, consideration will be given to contracts of similar project complexity, scope, and type. Technically acceptable under past experience means the relevant experience referenced by the offeror involved(es) providing

Biometric Readers and accompanying support services.

Relevant Past Performance:

The Government will query the Past Performance Information Retrieval System (PPIRS) or similar databases for data on whether the offeror successfully performed on a contract of similar complexity, scope, and type. The Government may ask the Contractor to provide clarifying information regarding problems encountered and the Contractor’s corrective actions on the identified contract. Technically acceptable under past performance means the Government finds no past performance information that the contractor was not recommended for future contracts.

The absence of past performance information will be deemed "neutral", which is technically acceptable.

Verification Testing/Oral Presentations:

The Government will conduct verification testing on the Biometric Reader using the methodology in Attachment 3 – Biometric Reader Verification Process. The Government will evaluate whether the offeror’s proposed Biometric Reader successfully yields all expected results in the Attachment 3 – Biometric Reader Verification Process. Failure to yield all expected results equates to an “Unacceptable” verification testing designation.

During verification testing, the Government will also evaluate whether the offeror’s proposed

Biometric reader complies with the following sections of the SOW:

o 2.1.1 f. through 2.1.1 l. (i.e., 2.1.1 Lima) o 2.1.2 d. through 2.1.2 e.

o 2.1.3

Verification test results that are inconsistent with or do not conform to any aspect of the SOW equates to an “Unacceptable” verification test designation.

The Government will evaluate whether the offeror has adequately described in its Oral

Presentation how the offeror will meet the following sections of the SOW:

o 2.1.1 g.

o 2.1.2 d.

o 2.1.4 o 2.4.1

If an offeror doesn’t comply timely with the USCG Contracting Officer’s request for verification test/oral presentation (i.e., doesn’t send a representative and its reader to USCG HQ within a week), the offeror may be deemed to be unacceptable.

If an offeror is evaluated to be “Unacceptable” upon completion of the entire evaluation process, then the Government will evaluate the next lowest price offeror (repeating the process that begins at the top of page 10).

When an offeror is deemed technically acceptable following the Government’s evaluation of its written proposal, verification test results, and oral presentation; then the Government will analyze the offeror’s price in accordance with FAR 15.404-1(b)(2) to determine fair and reasonable prices.

This RFP shall not be considered direction to proceed with the subject effort, nor a promise of future direction to proceed.

The Government intends to evaluate proposals and award a contract without discussions.

Therefore, each initial offer shall contain the offeror’s best terms from a technical and price standpoint. However, the Government reserves the right to conduct discussions if determined necessary by the Contracting Officer. The Government may reject any or all offers if such action is in the public interest and waive informalities and minor irregularities in offers received.

A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the

Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

FAR 52.212-3 OFFEROR REPRESENTATIONS AND

CERTIFICATIONS–COMMERCIAL ITEMS ALTERNATE I (OCT

2014)

The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management

(SAM) Web site located at http://www.sam.gov/portal. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u) of this provision.

(a) Definitions. As used in this provision--

“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. It automatically qualifies as a women-owned small business eligible under the

WOSB Program.

“Forced or indentured child labor” means all work or service—

(6) 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

(7) 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.

http://www.sam.gov/portal

“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.

“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 concern”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned 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.

(2) Service-disabled veteran 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).

“Small business concern” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standards in this solicitation.

“Small disadvantaged business concern, consistent with 13 CFR 124.1002,” 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 $750,000 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 the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans(as defined at 38

U.S.C. 101(2)) 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 veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned business concern” means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of the its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

“Women-owned small business concern” means a small business concern --

(1) That is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

“Women-owned small business (WOSB) concern eligible under the WOSB Program (in accordance with 13 CFR part 127),” 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.

(b)

(1) Annual Representations and Certifications. Any changes provided by the offeror in paragraph (b)(2) of this provision do not automatically change the representations and certifications posted on the SAMwebsite.

(2) The offeror has completed the annual representations and certifications electronically via the SAM website accessed through https://www.acquisition.gov. After reviewing the

SAM database information, the offeror verifies by submission of this offer that the representation and certifications currently posted electronically at FAR 52.212-3, Offeror

Representations and Certifications—Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation

(including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference

(see FAR 4.1201), except for paragraphs ____________. [Offeror to identify the applicable paragraphs at (c) through (u) of this provision that the offeror has completed for the purposes of this solicitation only, if any. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer. Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted electronically on SAM.]

(c) Offerors must complete the following representations when the resulting contract is to be performed in the United States or its outlying areas. Check all that apply.

(1) Small business concern. The offeror represents as part of its offer that it [_] is, [_] is not a small business concern.

(2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it [_] is, [_] is not a veteran-owned small business concern.

(3) Service-disabled veteran-owned small business concern. [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.] The offeror represents as part of its offer that it [_] is, [_] is not a service-disabled veteran-owned small business concern.

(4) Small disadvantaged business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [_] is, [_] is not, a small disadvantaged business concern as defined in 13 CFR

124.1002.

(5) Women-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [_] is, [_] is not a women-owned small business concern.

Note: Complete paragraphs (c)(8) and (c)(9) only if this solicitation is expected to exceed the simplified acquisition threshold.

https://www.acquisition.gov/

(6) WOSB concern eligible under the WOSB Program. [Complete only if the offeror represented itself as a women-owned small business concern in paragraph (c)(5) of this provision.] The offeror represents that—

(i) It [_] is, [_] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility;

and

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13

CFR part 127, and the representation in paragraph (c)(6)(i) of this provision is accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture. [The offeror shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture: _________.] Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(7) Economically disadvantaged women-owned small business (EDWOSB) concern.

[Complete only if the offeror represented itself as a WOSB concern eligible under the

WOSB Program in (c)(6) of this provision.] The offeror represents that—

(i) It [_] is, [_] is not an EDWOSB concern, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13

CFR part 127, and the representation in paragraph (c)(7)(i) of this provision is accurate for each EDWOSB concern participating in the joint venture. [The offeror shall enter the name or names of the EDWOSB concern and other small businesses that are participating in the joint venture: _____________.] Each

EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

(8) Women-owned business concern (other than small business concern). [Complete only if the offeror is a women-owned business concern and did not represent itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [_] is, a women-owned business concern.

(9) Tie bid priority for labor surplus area concerns. If this is an invitation for bid, small business offerors may identify the labor surplus areas in which costs to be incurred on account of manufacturing or production (by offeror or first-tier subcontractors) amount to more than 50 percent of the contract price:

(10) HUBZone small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, as part of its offer, that--

(i) It [_] is, [_] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

(ii) It [_] is, [_] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (c)(10)(i) of this provision is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The offeror shall enter the names of each of the

HUBZone small business concerns participating in the HUBZone joint venture:

__________.] Each HUBZone small business concern participating in the

HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

(11) (Complete if the offeror has represented itself as disadvantaged in paragraph (c)(4) of this provision.)

[The offeror shall check the category in which its ownership falls]:

____ Black American.

___ Hispanic American.

___ Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).

___ Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, Republic of Palau, Republic of the Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).

___ Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).

___ Individual/concern, other than one of the preceding.

(d) Representations required to implement provisions of Executive Order 11246 --

(1) Previous contracts and compliance. The offeror represents that --

(i) It [_] has, [_] has not, participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; and

(ii) It [_] has, [_] has not, filed all required compliance reports.

(2) Affirmative Action Compliance. The offeror represents that --

(i) It [_] has developed and has on file, [_] has not developed and does not have on file, at each establishment, affirmative action programs required by rules and regulations of the Secretary of Labor (41 CFR parts 60-1 and 60-2), or

(ii) It [_] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor.

(e) Certification Regarding Payments to Influence Federal Transactions (31 U.S.C. 1352).

(Applies only if the contract is expected to exceed $150,000.) By submission of its offer, the offeror certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress on his or her behalf in connection with the award of any resultant contract. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made.

(f) Buy American Certificate. (Applies only if the clause at Federal Acquisition Regulation

(FAR) 52.225-1, Buy American – Supplies, is included in this solicitation.)

(1) The offeror certifies that each end product, except those listed in paragraph (f)(2) of this provision, is a domestic end product and that for other than COTS items, the offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The offeror shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products, i.e., an end product that is not a COTS item and does not meet the component test in paragraph (2) of the definition of “domestic end product.” The terms

“commercially available off-the-shelf (COTS) item,” “component,” “domestic end product,” “end product,” “foreign end product,” and “United States” are defined in the clause of this solicitation entitled “Buy American—Supplies.”

(2) Foreign End Products:

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

(3) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25.

(g)

(1) Buy American -- Free Trade Agreements -- Israeli Trade Act Certificate. (Applies only if the clause at FAR 52.225-3, Buy American -- Free Trade Agreements -- Israeli

Trade Act, is included in this solicitation.)

(i) The offeror certifies that each end product, except those listed in paragraph

(g)(1)(ii) or (g)(1)(iii) of this provision, is a domestic end product and that for other than COTS items, the offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The terms “Bahrainian, Moroccan, Omani, Panamanian, or Peruvian end product,”

“commercially available off-the-shelf (COTS) item,” “component,” “domestic end product,” “end product,” “foreign end product,” “Free Trade Agreement country,” “Free Trade Agreement…