773444-20-Q-0007.pdf

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SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 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 NO.

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

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

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 Govt. 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: REF. 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. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE 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)

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM NAICS: 611430

EDWOSB

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

pm

$11,000,000

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

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 REC'D (YY/MM/DD) 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. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

77344420Q0007

TABLE OF CONTENTS:

1. Listing of Incorporated Purchase Requisitions

2. Supplies or Services and Prices/Costs

3. Packaging and Marking

4. Inspection and Acceptance Terms

5. Delivery or Performance

6. Contract Administration Data

7. List of Documents, Exhibits, and other Attachments

8. Contract Clauses

77344420Q0007

1. Listing of Incorporated Purchase Requisitions

Incorporated Purchase Requisition Numbers:

2. Supplies or Services and Prices/Costs

Item Number Base Item Number

Supplies/Services Quantity Unit

0001 Financial Model Auditing Training 1 EAC Contract Type:Firm Fixed Price

Unit Price Extended Price

Description:

Financial Model Auditing Training. One (1) 2-day course conducted at the U.S. International Finance Development Corporation in Washington, D.C. for 10 to 12 finance professionals in accordance with the Statement of Objectives. Training shall occur between 15 May to 30 June 2020.

Purchase Requisitions

IDC Type: Not Applicable NAICS Code: 611430 Professional and Management Development Training

3. Packaging and Marking

None

4. Inspection and Acceptance Terms

Supplies/Services will be inspected/accepted at:

Line Number Inspect At Inspect By Accept At 0001 Destination

1100 New York Avenue, NW Washington

DC

20527

US

Government Destination 1100 New York Avenue, NW Washington

DC

20527

US

77344420Q0007

5. Delivery or Performance

Line Item: 0001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

5/15/20 6/30/20

OPIC

1100 New York Avenue, NW Washington

US 20527

6. Contract Administration Data

Requesting Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: (202) 312-2160 Fax:

Contact Details:

RASPITHA, ELENA MARIA

elena.raspitha@dfc.gov

Property Administration Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: Fax:

Contact Details:

COR Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: Fax:

Contact Details:

HALPERN, CHRISTINA K.

christina.halpern@dfc.gov

Issuing Office Address

DFC

1100 New York Avenue, NW Washington DC 20527 Phone: (202) 312-2160 Fax:

Contact Details:

RASPITHA, ELENA MARIA

elena.raspitha@dfc.gov

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7. List of Documents, Exhibits, and other Attachments

None

8. Contract Clauses

Clauses incorporated by reference

Article Number Reference Text 52.212-4 Alt I 52.212-4 Contract Terms and Conditions-Commercial Items (OCT 2018) Alt I (JAN 2017)

52.203-15 52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of

2009 (JUNE 2010)

52.203-19 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

(JAN 2017)

52.204-9 52.204-9 Personal Identity Verification of Contractor Personnel (MAY 2014)

52.204-13 52.204-13 System for Award Management Maintenance (OCT 2018)

52.204-19 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014)

52.209-9 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018)

52.209-10 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015)

52.219-28 52.219-28 Post-Award Small Business Program Rerepresentation (JUL 2013)

52.222-3 52.222-3 Convict Labor (June 2003)

52.222-19 52.222-19 Child Labor-Cooperation with Authorities and Remedies (OCT 2019)

52.222-21 52.222-21 Prohibition of Segregated Facilities (APR 2015)

52.222-26 52.222-26 Equal Opportunity (SEP 2016)

52.222-50 52.222-50 Combating Trafficking in Persons (JAN 2019)

52.223-5 52.223-5 Pollution Prevention and Right-to-Know Information (MAY 2011)

52.223-6 52.223-6 Drug-Free Workplace (MAY 2001)

52.223-18 52.223-18 Encouraging Contractor Policy to Ban Text Messaging While Driving (AUG 2011)

52.225-13 52.225-13 Restrictions on Certain Foreign Purchases (JUNE 2008)

52.232-18 52.232-18 Availability of Funds (APR 1984)

52.232-23 52.232-23 Assignment of Claims (MAY 2014)

52.232-33 52.232-33 Payment by Electronic Funds Transfer-System for Award Management (OCT 2018)

52.232-39 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013)

77344420Q0007

52.232-40 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013)

52.233-4 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004)

52.237-2 52.237-2 Protection of Government Buildings, Equipment, and Vegetation (APR 1984)

52.209-2 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations-Representation

(NOV 2015)

52.225-25 52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran--Representation and Certifications (AUG 2018)

52.204-7 52.204-7 System for Award Management (OCT 2018)

Clauses incorporated by full text

Statement of Objectives Statement of Objectives (SOO) for the Model Audit training class

1) Agency Background The United States International Development Finance Corporation ("DFC") was established as the U.S. Government's development finance institution in 2020 as the successor to the Overseas Private Investment Corporation. It mobilizes private investment to help address critical development challenges and in doing so, advances U.S. foreign policy and national security priorities. Because DFC works with the U.S. and international private sector, it helps U.S. businesses gain footholds in emerging markets, catalyzing revenues, jobs and growth opportunities both at home and abroad. DFC achieves its mission by providing investors with debt financing, political risk insurance, and support for private equity investment funds, technical assistance and direct equity authority. DFC supports a wide range of investments, including extractive industries, agriculture, manufacturing, and infrastructure. DFC is required by U.S. law (Title IV of the Foreign Assistance Act of 1961) to evaluate certain policy issues for every project it supports.

2) Department Mission/Purpose

a) DFC's Office of Structured Finance and Insurance Department ("OSFI") is responsible for the underwriting, credit approval, and loan negotiation of debt financing and the underwriting and approval of political risk insurance for businesses investing overseas in less developed countries where DFC operates. In addition, the political risk insurance team also monitors project performance to ensure that projects comply with the terms and conditions of the DFC contract. It is the responsibility of the OSFI officers to ensure that these projects are implemented in a manner consistent with DFC's credit policy mandates and statutory requirements. OSFI utilizes complex project finance-style computer models to help determine whether a project will be able to adequately repay its loan to DFC and other co-lenders. In order to try to improve the skillset and to instruct officers on how to review these project finance models in a more efficient manner, the department is looking for commercially available model audit training.

3) Scope

a) DFC requires in-house training on project finance model audits for projects located in emerging markets, particularly of those located in frontier markets with current actual case studies.

b) The training shall provide an important foundation on which the professional team can build more systematic and robust assessment of project finance models that are provided by project sponsors to ensure DFC's work is consistent with current analysis techniques.

4) Period of Performance and Contract Type

a) The Period of Performance is anticipated to be six (6) months from contract award.

b) Training is anticipated to be conducted in two consecutive mutually agreed-upon business days between May 15, 2020 and June 30, 2020 subject to availability of DFC staff.

c) The Government anticipates awarding a Firm Fixed Price (FFP) type contract.

5) Key Objectives

a) The contractor will provide in-depth in-classroom training on the techniques used to audit existing financial models in project finance transactions, specifically in the power market. The training should include the following:

• Working through the audit process for a variety of existing project finance financial projection models.

77344420Q0007

• Using examples in a variety of industries such as energy production, infrastructure, telecommunications, and financial services.

• Train staff on methodologies to identify common risks found in models, and articulate the most common risks and problems.

• Providing familiar technical tips, toolkits, templates, and shortcuts that can be utilized.

b) The contractor will provide all instructional materials including case studies to support the training. The contractor shall provide their own computer for accessing training materials.

c) The training will be conducted in at the DFC offices in Washington, DC to an audience ranging from 10 to 12 finance professionals.

d) The government will provide the training facility, with Audio Visual support and internet access. Trainers will be able access the internet via Wifi using their own corporate computers.

6) Deliverables

a) The contractor shall prepare, deliver and update as needed the following deliverables.

Number Deliverable Due

1 Final Instructor Resume(s) Two weeks in advance of course start date

2 Final Agenda Two weeks in advance of course start date

3 Final Course Materials Two weeks in advance of course start date

4 Course Completion Certificate One week after course end date

7) Operating Constraints

a) Instructor must be subject matter experts on Model Audits. He/she must have current and demonstrated expert-level experience with and an expert-level knowledge of the audit process of project finance models in developing markets.

b) Instructor must provide sufficient analytic data to support discussion of topics and case studies.

c) The vendor shall arrange training for two days between May 15, 2020 – June 30, 2020 subject to DFC staff availability.

52.222-36 52.222-36 Equal Opportunity for Workers with Disabilities (JUL 2014)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60- 741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

(End of clause)

52.252-2 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/browse/index/far

77344420Q0007

(End of clause)

52.212-1 52.212-1 Instructions to Offerors-Commercial Items (OCT 2018)

The following paragraphs are hereby amended:

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

Para(b) Replace subparagraph (4) with the following:

(a)If a Quoter believes that the requirements in these instructions contain anerror, omission, or are otherwise unsound,the Quoter shall immediately notify the Contracting Officer (KO) in writing with supporting rationale.

FACTOR I: TECHNICAL. Quoters shall explain how they comply with the requirements in the RFQ by submitting a written technical quote that has addressed the following subfactors:

Subfactor 1: Instructor qualification. Instructors must be subject matter experts on Model Audits. They must have current and demonstrated expert-level experience with and an expert-level knowledge of the audit process of project finance models in developing markets.

Subfactor 2: Coursework. Instructor shall provide sufficient analytic data to support discussion of topics and case studies.

Course work agenda and materials meet Key Objectives in SOO Paragraph 5.

Subfactor 3: Availability. The vendor shall schedule training for two consecutive business days between May 15 – June 30, 2020 subject to DFC staff availability.

FACTOR 2: PAST PERFORMANCE. Quoters shall submit a list of no less than three (3) and no more than five (5) references from contracts or agreements performed during the past five (5) years and must have been of a similar size and scope of the agreement that will be issued as a result of this solicitation. Contracts listed may include those entered into with the U.S.

Government, local government, and commercial customers. Quoters will provide the names of references for each contract, their telephone number s and e-mail addresses in order for the Government to contact them regarding offeror's past performance. The Government may contact independent sources not provided by the quoter.

Past Performance Questionnaire Areas of Focus for Response:

1. Quoter's ability to comply with contract terms and conditions.

2. Quoter's ability to consistently meet performance timelines.

3. Quality of the contractor's management relationship with Government (or customer) counterparts, responsiveness to contract changes, and accuracy of invoices.

4. Overall rating of the contractor's performance and recommendation regarding a future contract award to the Quoter.

FACTOR 3: Price: Proposed price will be reviewed to determine if the quote is adequate, complete, and reasonable. The price evaluation will be conducted for each proposal to ensure completeness. Price should also reflect fair market value and be reasonable when compared to the independent Government estimate, current market prices for same or similar services and/or when compared among other technically acceptable offerors.

Paragraph52.212-1(c) is hereby replaced with the following:

77344420Q0007

The quoter agrees to hold the prices in its quotation firm for 90 calendar days from the date specified for receipt of quotations, unless another time period is specified in an addendum to the Request for Quotation.

Paragraph 52.212-1(d) does not apply to this RFQ.

Paragraph52.212-1(i) does not apply to this RFQ.

Add the following:

Paragraph 52.212-1 (h)(ii) Only one Purchase Order will be awarded from this RFQ. Award will be on an "All OR NONE" basis. Quotes for less than all of the solicited line items will be rejected as nonconforming and unacceptable to the RFQ.

Paragraph 52.212-1(m) ELECTRONIC Quotation. The quotation must be submitted via email to elena.raspitha@dfc.gov by the quotation due date/local time as specified in Block 8. Vendors may call Elena Raspitha at 202-312-2160 to verify receipt of the quote. If the vendor chooses to email the quote, the Government will not be responsible for any failure of transmission or receipt of the quote, or any failure of the vendor to verify receipt of the emailed quote.

Paragraph 52.212-1(n) QUESTIONS. Prospective quoters shall submit any questions regarding this Request for Quotation no later than five business days prior to the request for quote due date specified in Block 8. All questions received will be answered officially through an amendment to the Request for Quotation for distribution to all prospective quoters. Questions received after the Eastern Standard Time cut-off date/time will not be accepted by the Government.

Paragraph 52.212-1 (o) The non-FAR Part 12 discretionary FAR provisions included herein are incorporated into this Request for Quotation either by reference or in full text. If incorporated by reference, see provision 52.252-1 herein for locations where full text can be found.

Paragraph 52.212-1(p) If a Quoter believes that the requirements in these instructions contain an error, omission, or are otherwise unsound, the Quoter shall immediately notify the Contracting Officer (KO) in writing with supporting rationale.

ACQUISITION PROCEDURE: This is a commercial item under FAR Part 12 and the acquisition procedures to be used for this purchase will be in accordance with FAR Part 13.5.

SPECIAL NOTE: All vendors must be registered in the System for Award Management (SAM)prior to award, and lack of registration shall make a quotation ineligible for award. Vendors may obtain information on registration and annual confirmation requirements by calling 1-866-606-8220 or via Internet at https://www.sam.gov.

(End of Provision)

52.212-2 52.212-2 Evaluation-Commercial Items (OCT 2014)

(a) 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, price and other factors considered. The following factors shall be used to evaluate offers:

FACTOR I: TECHNICAL. Quoters shall explain how they comply with the requirements in the RFQ by submitting a written technical quote that has addressed the following subfactors:

Subfactor 1: Instructor qualification. Instructors must be subject matter experts on Model Audits. They must have current and demonstrated expert-level experience with and an expert-level knowledge of the audit process of project finance models in developing markets.

77344420Q0007

Subfactor 2: Coursework. Instructor shall provide sufficient analytic data to support discussion of topics and case studies.

Course work agenda and materials meet Key Objectives in SOO Paragraph 5.

Subfactor 3: Availability. The vendor shall schedule training for two consecutive business days between May 15 – June 30, 2020 subject to DFC staff availability.

FACTOR 2: PAST PERFORMANCE. Quoters submitted a list of no less than three (3) and no more than five (5) references from contracts or agreements performed during the past five (5) years and must have been of a similar size and scope of the agreement that will be issued as a result of this solicitation. Quoters provided the names of references for each contract, their telephone numbers and e-mail addresses in order for the Government to contact them regarding offeror's past performance.

The Government may contact independent sources not provided by the quoter.

FACTOR 3: Price: Proposed price will be reviewed to determine if the quote is adequate, complete, and reasonable. The price evaluation will be conducted for each proposal to ensure completeness. Price should also reflect fair market value and be reasonable when compared to the independent Government estimate, current market prices for same or similar services and/or when compared among other technically acceptable offerors.

Technical and past performance, when combined, are more important than price. Therefore, award may be made to other than the lowest-price offeror.

The following ratings will be used to evaluate technical:

Unsatisfactory. The offeror's technical submission,fails to meet any of the technical factors.

Marginal. The offeror's technical submissionfails to meet one of the technical factors.

Satisfactory.The offeror's technical submission meets the technical factors.

Very Good. The offeror's technical submission,exceeds one of the technical factors.

Exceptional. The offeror's technical submission,exceeds all technical factors.

The following ratings will be used to evaluate past performance:

Unsatisfactory/Very High Performance Risk. Based on the offeror's performance record, extreme doubt exists that the offeror will successfully perform the required effort.

Marginal/High Performance Risk. Based on the offeror's performance record, substantial doubt exists that the offeror will successfully perform the required effort.

Satisfactory/Moderate Performance Risk. Based on the offeror's performance record, some doubt exists that the offeror will successfully perform the required effort. Normal contractor emphasis should preclude any problems.

Very Good/Low Performance Risk. Based on the offeror's performance record, little doubt exists that the offeror will successfully perform the required effort.

Exceptional/Very Low Performance Risk. Based on the offeror's performance record, no doubt exists that the offeror will successfully perform the required effort.

Unknown Performance Risk. No performance record is identifiable. The performance rating is "Neutral."

Paragraph (b) does not apply to this solicitation.

(c) 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)

52.212-3 52.212-3 Offeror Representations and Certifications-Commercial Items (OCT 2018) 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)

77344420Q0007 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.

"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.

"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 -

77344420Q0007

(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.

"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.

"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.

"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 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 in SAM.

(2) The offeror has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov. After reviewing SAM information, the Offeror verifies by submission of this offer that the representations 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), at the time this offer is submitted 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 will be performed in the United States or

77344420Q0007 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.

(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.

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

(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.

(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

77344420Q0007 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 country end product," "Israeli end product," and "United States" are defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements- Israeli Trade Act."

(ii) The offeror certifies that the following supplies are Free Trade Agreement country end products (other than Bahrainian, Moroccan, Omani, Panamanian, or Peruvian end products) or Israeli end products as defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements-Israeli Trade Act":

Free Trade Agreement Country End Products (Other than Bahrainian, Moroccan, Omani, Panamanian, or Peruvian End Products) or Israeli End Products:

Line Item No.

Country of Origin

77344420Q0007

[List as necessary]

(iii) The offeror shall list those supplies that are foreign end products (other than those listed in paragraph (g)(1)(ii) of this provision) as defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements-Israeli Trade Act." The offeror shall list as other 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."

Other Foreign End Products:

Line Item No.

Country of Origin

[List as necessary]

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

(2) Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate I. If Alternate I to the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Canadian end products as defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements-Israeli Trade Act":

Canadian End Products:

Line Item No.

[List as necessary]

(3) Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate II. If Alternate II to the clause at FAR 52.225- 3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Canadian end products or Israeli end products as defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements-Israeli Trade Act":

Canadian or Israeli End Products:

Line Item No.

Country of Origin

[List as necessary]

(4) Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate III. If Alternate III to the clause at 52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Free Trade Agreement country end products (other than Bahrainian, Korean, Moroccan, Omani, Panamanian, or Peruvian end products) or Israeli end products as defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements-Israeli Trade Act":

Free Trade Agreement Country End Products (Other than Bahrainian, Korean, Moroccan, Omani, Panamanian, or Peruvian End Products) or Israeli End Products:

Line Item No.

Country of Origin

77344420Q0007

[List as necessary]

(5) Trade Agreements Certificate. (Applies only if the clause at FAR 52.225-5, Trade Agreements, is included in this solicitation.)

(i) The offeror certifies that each end product, except those listed in paragraph (g)(5)(ii) of this provision, is a U.S.-made or designated country end product, as defined in the clause of this solicitation entitled "Trade Agreements."

(ii) The offeror shall list as other end products those end products that are not U.S.-made or designated country end products.

Other End Products:

Line Item No.

Country of Origin

[List as necessary]

(iii) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. For line items covered by the WTO GPA, the Government will evaluate offers of U.S.-made or designated country end products without regard to the restrictions of the Buy American statute. The Government will consider for award only offers of U.S.-made or designated country end products unless the Contracting Officer determines that there are no offers for such products or that the offers for such products are insufficient to fulfill the requirements of the solicitation.

(h) Certification Regarding Responsibility Matters (Executive Order 12689). (Applies only if the contract value is expected to exceed the simplified acquisition threshold.) The offeror certifies, to the best of its knowledge and belief, that the offeror and/or any of its principals -

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

(2) _ 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 Federal, state or local government 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;

(3) _ Are, _ are not presently indicted for, or otherwise criminally or civilly charged by a Government entity with, commission of any of these offenses enumerated in paragraph (h)(2) of this clause; and

(4) _ Have, _ have not, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.

(i) Taxes are considered delinquent if both of the following criteria apply:

(A) 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.

(B) 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…