Additional Provisions Terms and Conditions .pdf

Additional Provisions and Terms and Conditions

Solicitation Provisions

52.204-7 System for Award Management (Oct 2018)

52.204-16 Commercial and Government Entity Code Reporting (Aug 2020)

52.209-7 Information Regarding Responsibility Matters (Oct 2018)

(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.

(c) 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, which can be accessed via https://www.sam.gov (see 52.204-7).

(End of provision)

Addendum to FAR 52.212-1, Instructions to Offerors-Commercial Items

Offerors must follow the instructions contained herein. Offerors are required to meet all solicitation requirements. Failure to meet any of the solicitation requirements may result in an offer being ineligible for award.

Proposals shall be submitted electronically to the Government in two separate volumes:

Volume Description Page Limit

I Technical Volume 15 pages

II Pricing Volume Unlimited (See exhibit A for pricing table)

A page is defined as one side of a sheet, 8 1/2" x 11" except for foldouts used for charts, tables, or diagrams, which may not exceed 11" x 17", with at least one inch margins on all sides, using not smaller than 12 point type, Times New Roman font.

1. Offerors shall submit their signed and dated proposal to the office specified in this solicitation before the exact time specified in this solicitation. Offers shall be submitted electronically to the designated Government point of contact. Pages submitted in excess of the limitations specified in this addendum will not be evaluated by the Government.

Offerors are encouraged to submit multiple files rather than one large file, using one file for each required proposal volume, in order to separate the various volumes for clarity.

At a minimum, Offeror’s proposal must provide the following:

Volume I: Technical Volume

*The technical volume shall not exceed fifteen (15) pages total. The technical volume shall consist of three separate parts: description of proposed vehicle(s), an operational plan, and description of technology payload integration process.

Part I: Description of proposed vehicle(s)

a) The offeror shall provide a comprehensive technical description of the performance characteristics of their proposed Qualified Vehicle (QV). This description shall include proof that conclusively demonstrates by successful flight(s) that the QV is capable of providing the Microgravity Flight Profiles as defined in the Performance Work

Statement (PWS). “Successful flights” shall be flights demonstrated by a fully operational vehicle in active service for compensation, to meet or exceed the microgravity requirements specified in the PWS, whose salient characteristics meet or exceed the PWS Flight Profile characteristics, including payload mass. (REF: PWS

Sects 5.1 and 5.4).

b) The Offeror shall describe the full capabilities of the vehicle including but not limited to mass, volume, and capacity for transporting payload personnel. The Government will also consider proposed innovative approaches that improve upon the listed profile requirements provided that such approaches fall within the general scope of the existing PWS. (REF: PWS Sects 5.1, 5.2 and 5.4).

c) The Offeror shall describe in detail the routine capabilities and operating limits (for commercial use) of each vehicle in terms of payload mass per payload slot, number of payload slots, the maximum mass, volume, and configuration of each payload slot;

capacity for overboard venting of gaseous materials; flight profile(s) including times to various altitudes; available electrical power, allowance for fully-autonomous, semi-autonomous or human-tended payloads; capacity for free-floating/non-free floating payloads; environmental, and other experiment interfaces. (REF: PWS Sect 5 and subsections therein).

d) Where applicable, the offeror shall describe the capabilities of each proposed QV for periods at reduced or micro gravity, including measured quality of reduced gravity and methodology for this measurement, and maximum available time at reduced gravity.

(REF: PWS Sect 5.4).

Part II: Operational plan

a) The Offeror shall provide an operational plan clearly demonstrating that it can perform flights (1) independent of Government assistance; (2) with full responsibility for flight safety, mission assurance, and environmental compliance in accordance with local, state and Federal regulations, and the current version of NPR 7900.3 Chapter 10

“Aircraft Operations Management - Commercial Aviation Services (CAS), Including

UAS Operations” ( http://go.usa.gov/sWt9 ); (3) with full responsibility for QV systems engineering, payload integration, and other required services; and (4) with provision for access to Contractor facilities by Government observers. The operational plan shall also include a brief description on how the Offeror will respond to each

Mission Requirements Document (MRD). (REF: PWS Sects 4.2, 6.1, 6.2, 6.3).

b) The Offeror shall provide sufficient evidence within the operational plan that they possess applicable licenses, permits, or waivers from the appropriate regulatory agency, or provide sufficient explanation of why such items are not applicable to their proposed QV(s). The offeror shall operate independently from the Government and shall be capable of providing commercial flight services in accordance with the reduced/microgravity flight profiles on the date the proposal is submitted to the

Government. (REF: PWS Sect 4.2).

c) Offeror shall describe their general operational plan, including: (1) how the Offeror will assure the physical security of payloads before and after flights; (2) the Offeror’s approach for payload installation/removal from QV(s); and (3) how the Offeror will provide access to payloads by payload providers. (REF: PWS Sects 4.2.4, 4.2.5).

Part III: Description of technology payload integration process

The Offeror shall provide a detailed description or an outline of their Payload

Integration process. The Process shall include a Payload Acceptance and Readiness

Review and a System Safety and Mission Risk Assessment and describe what the

Offeror will provide to the payload providers to facilitate integration to the QV. (REF

PWS Sect 6.1).

Volume II: Price

Offerors shall propose pricing based only on the flight and payload integration PWS.

Offerors that do not propose pricing in accordance with the solicitation guidance may be considered unacceptable and thus precluded from receiving an award. The government may determine that an offer is unacceptable if the fully burdened hourly rates are significantly unbalanced.

FAR Clause 52.217-8 “Option to Extend Services” is applicable to the contract requirement and may be exercised within the limits and at the rates specified in the awarded contract. The option pricing will be based on the last contract year’s pricing.

Offerors shall provide their standard commercial pricing for the following parameters for each proposed qualified vehicle:

a) Pricing for one flight of reduced/microgravity with the minimum number of profiles associated with each, with standard services included.

b) Fixed pricing for commonly requested non-standard services, if applicable.

c) Fixed hourly labor rates for uncommon non-standard services and special projects.

Insert proposed unit and extended prices in the Pricing Schedule. Prices shall be proposed for each year of services, consisting of the remaining base period of five (5) years, commencing in calendar year 2021 upon receiving a signed contract from the

Government.

Pricing shall include both full manifest and individual payload slot pricing (if applicable to the proposed QV) for each year of the contract. Pricing shall encompass the entire end-to-end payload integration and flight, inclusive of all services required to analyze, accept, and integrate the payload; perform one flight at the required conditions; removal of the payload; and provide a flight summary report. This should include both individual payload slots and full manifest, as applicable to the particular

QV.

The Government will not accept additional costs for remote deployment if such deployment is at the offeror’s discretion.

The proposal shall contain the following information to be considered responsive:

Pricing details (as described above) for each year of five (5) contract years.

Other quantity discounts or other innovative approaches for NASA to realize price savings in the performance of this contract. This portion includes any potential nonstandard services that could be anticipated for the performance of this contract.

Fully burdened hourly rates by year for each applicable labor category for the five (5) contract years. These hourly rates are for non-standard services and/or special projects that are not defined at this time and could be required during the performance of this contract.

Number of

Month(s)

Contract Year 1 12

Contract Year 2 12

Contract Year 3 12

Contract Year 4 12

Contract Year 5 12

See Exhibit A for Pricing Spreadsheet.

The Offeror agrees to hold the prices in its proposal firm until 31 Dec 2021.

The Government will award a single or multiple Indefinite Delivery Indefinite Quantity contract(s) resulting from the RFP to the responsible lowest priced technically acceptable

Offeror(s) that is/are most advantageous to the Government. The Government intends to evaluate offers and award a single or multiple Indefinite Delivery Indefinite

Quantity contract(s) without discussions. Therefore, the Offeror’s initial proposal should contain the Offeror’s best terms from a price and technical standpoint.

However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest.

2. Offerors shall submit their proposals to the Andrea Basham (email:

andrea.c.basham@nasa.gov ) via the NASA’s Enterprise File Sharing and Sync Box no later than: 2:00 pm Pacific Time, July 23, 2021 using the following instructions:

Electronic Submission of Proposals – Proposal Marking and Delivery Through

NASA’s EFSS Box (APR 2021)

(a) Reference FAR Provision 52.212-1, Instructions to Offerors-Commercial Items, subparagraph (b). The offeror shall submit its proposal via NASA’s Enterprise File

Sharing and Sync Box (EFSS Box), a FedRAMP Moderate certified platform.

Electronic submissions shall not contain hidden formulas, tables, be locked, be protected, or contain links to data not included in the electronic copy. All electronic submissions should be searchable and should not contain scanned documents, except those documents that must be provided in their native format (e.g., signature pages, prior award fee letters for past performance, DCAA/DCMA approval letters, as applicable). The offeror shall ensure documents are free from viruses and malware, as documents determined by NASA to contain a virus or malware will not be opened or evaluated. Subcontractors may submit their required proposal information separately using the instructions in this provision. The offeror shall ensure subcontractor submissions are made no later than the date and time specified for proposal submission and comply with all solicitation instructions.

(b) Prior to the submission of proposal files, offerors interested in submitting a proposal in response to this solicitation should notify Andrea Basham their intent to submit a proposal at least 48 hours prior to the intended submission date, at the following email address: andrea.c.basham@nasa.gov . The offeror shall courtesy copy (cc) James Williams – james.g.williams-1@nasa.gov on this communication.

(c) The offeror shall submit all proposal files to:

https://nasagov.app.box.com/f/dfd81b790a76480f82c46c088c8f480e

The Offeror shall follow instructions regarding proposal submission found at:

https://www.hq.nasa.gov/office/procurement/other/EFSS-Box-Offeror-Proposal-

Submission-Instructions.pdf

(d) Electronic file names shall be limited to letters, numbers, and single spaces, with the exception of the period that is required before the file extension (e.g., .pdf), in order to successfully upload and download files from the EFSS Box system. The offeror shall not use special characters “/” or “\” in file names. The offeror shall clearly label the contents of the file and include the name of the offeror in the file name. Examples of acceptable file names are as follows (not specific to this solicitation):

Offeror name-solicitation number-Technical Volume.doc

Offeror name - solicitation number - PP Volume.pdf

Offeror name - solicitation number - Price Volume.xlsx

Individual files cannot exceed 150GB per file. Unless specifically authorized by the solicitation instructions, alternate proposal submissions shall not be submitted.

(e) Immediately after all files have been uploaded and the proposal has been submitted in its entirety, the offeror shall notify Andrea Basham at the following email address:

andrea.c.basham@nasa.gov with a listing of all documents that were submitted via

EFSS Box. The offeror shall courtesy copy (cc) James Williams – james.g.williams-

1@nasa.gov this communication. If any problems are experienced with the EFSS Box system (e.g., login, file transfer), please contact Andrea Basham and a cc copy James

Williams – james.g.williams-1@nasa.gov via e-mail as soon as possible.

(f) The offeror is responsible for ensuring its proposal reaches the Government office designated in the solicitation by the date and time specified in the solicitation (see

FAR 52.212-1(f)). The Government is not responsible for any failure attributable to the transmission or receipt of documents submitted using electronic means, including the missing of any submission requirements and established deadlines. Please note that uploading documents via EFSS Box and the transmission of the files from the offeror to the Government may not be instantaneous. To ensure timely delivery, the offeror is encouraged to submit its proposal at least 24 hours prior to the due date specified in the solicitation. The electronic submission of the proposal shall contain all information required by the solicitation to be determined responsive.

o Offeror can enable payload providers to collect, publish and/or distribute any data that was obtained during the reduced/micro gravity flight as part of the payload experiment (REF: PWS Sect 5.6)

2. Payload Capabilities o Offeror can provide or accommodate the required minimum individual and combined payload characteristics for mass and dimensions (REF: PWS

Sect 5.1) o Offeror can accommodate the required individual payload characteristics with regard to hazardous/combustible materials & overboard venting (REF:

PWS Sect 5.1), autonomous, semi-autonomous, or human-tended characteristics (REF: PWS Sects 5.1 and 5.2), and free-floating and/or non-free floating characteristics of individual payloads (REF: PWS Sect 5.5) o Offeror can provide each payload with adequate aircraft power (REF: PWS

Sect 5.3)

3. Vehicle Capabilities o Offeror can accommodate more than one (1) parabola per flight (REF:

PWS Sect 5.4) o Offeror can accommodate human experimenters & related personnel (REF:

PWS Sects 5.1 and 5.2)

4. Payload Integration Process o Offeror has an adequate Payload Integration plan that includes a Payload

Users Guide, Mission Implementation Document, and Payload Acceptance and Readiness Review (REF: PWS Sects 6.1 and 6.3) o Offeror can perform all required payload integration activities into flight vehicle (REF: PWS Sect 6.3.1), undertake steps to ensure payload compatibility with the integrated vehicle systems and other payloads (REF:

PWS Sect 6.3.6), provide hardware access to payload providers before-during-after flight phases (REF: PWS Sect 4.2.5), and provide to payload providers adequate facilities and resources prior to and after each parabolic flight (REF: PWS Sect 6.3.4) o Offeror can conduct payload operational readiness plans and payload safety mitigation reviews (REF: PWS Sect 6.3.2)

5. Systems Engineering, Flight Operations, Logistics and Safety & Mission

Assurance o Offeror can operate fully independently from the Government (REF: PWS

Sect 4.2); obtain, comply and provide evidence of all required flight approvals including permits, licenses and waivers (REF: PWS Sect 4.2.1.3 and 6.2.1); conduct operations in accordance with the current version of policy NPR 7900.3 Chapter 10 “Aircraft Operations Management –

Commercial Aviation Services (CAS), Including UAS Operations”

(http://go.usa.gov/sWt9) (REF: PWS Sect 6.2.3); provide payload slots on

QVs with commercial flight operations, offered to the general public for pay (REF: PWS Sect 4.2.3) o Offeror can assume complete responsibility and compliance for all elements associated with flight operations and safety & mission assurance including flight range, operational facilities, personnel, mission assurance, health & safety assurance and environmental compliance (REF: PWS Sects

4.2.1.4. and 6.2.2); provide access to Contractor facilities by Government observers on a non-interference, ad hoc basis (REF: PWS Sect 4.2.2) o Offeror can implement all system engineering aspects associated with the proposed flight services (REF: PWS Sect 4.2.1.5), manage the interface control document (ICD) between the payload and the flight vehicle (REF:

PWS Sect 6.3.5); ensure active communication with the Government and

Payload Providers with regard to flight schedules & logistics planning

(REF: PWS Sect 4.2.1.6); group multiple compatible payloads with similar and non-conflicting parabola requirements and g-limits within a single flight campaign (REF: PWS Sect 5.4); provide secure payload & equipment storage (REF: PWS Sect 4.2.4.2); make reasonable efforts to return payloads to the payload provider within 2 working days from completion of final flight operation (REF: PWS Sect 4.2.4.3) o Offeror will provide a Flight Data Report for each flight performed within

7 days after the conclusion of each flight campaign (REF: PWS Sect 8.3)

All technically acceptable offers shall be treated equally except for their prices. Failure to meet any requirement may result in an offer being determined technically unacceptable. All unacceptable proposals will be eliminated from further evaluation.

b. Price:

Price will be evaluated for reasonableness by comparing the proposed prices received in response to the solicitation.

c. Basis for Award:

The Government will award a single or multiple Indefinite Delivery Indefinite

Quantity contract(s) resulting from the RFP to the responsible lowest priced technically acceptable Offeror(s) that is/are most advantageous to the Government.

By submission of its proposal, the Offeror accedes to all solicitation requirements, including terms and conditions, representations and certifications, in addition to those identified as evaluation factors.

52.212-3 Offeror Representations and Certifications -- Commercial Items (Feb 2021)

Alternate I (Oct 2014). [DEVIATION 20- 02A]

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award

Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v)) of this provision.

(a) Definitions. As used in this provision—

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

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

Forced or indentured child labor means all work or service—

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

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

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

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

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

Manufactured end product means any end product in product and service codes (PSCs)

1000-9999, except—

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

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

3) PSG 88, Live Animals;

4) PSG 89, Subsistence;

5) PSC 9410, Crude Grades of Plant Materials;

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

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

8) PSC 9610, Ores;

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

10) PSC 9630, Additive Metal Materials.

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

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

Reasonable inquiry has the meaning provided in the clause 52.204-25, Prohibition on

Contracting for Certain Telecommunications and Video Surveillance Services or

Equipment.

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan

Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in

Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

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

(2) Are conducted pursuant to specific authorization from the Office of

Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

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

Sudan;

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

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

(6) Have been voluntarily suspended."Sensitive technology"—

Sensitive technology—

(a) 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

(b) 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—

(1) 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.

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

121.103.

Small disadvantaged business concern, consistent with13 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 at13 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

CFR124.104(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 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.

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 least51 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.

(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(s) applicable to the NAICS code(s) 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 (v) 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 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 represents, that it □ is, □ is not a small disadvantaged business concern as defined in 13 CFR124.1002.

(5) Women-owned small business concern. [Complete only if the offeror represented 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.

(11) (Complete if the offeror has represented itself as disadvantaged in paragraph

(c)(4) of this provision.)

____ 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 Order11246- (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 http://uscode.house.gov/ 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) (i) The Offeror certifies that each end product, except those listed in paragraph

(f)(2) of this provision, is a domestic end product.

(ii) The Offeror shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products.

(iii) The terms "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:

(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:

(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.

(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:

(4[3]) 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:

(5 [4]) 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:

(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 required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(ii) Examples.

(A) The taxpayer has received a statutory notice of deficiency, under I.R.C.

§6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

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

(C) The taxpayer has entered into an installment agreement pursuant to I.R.C.

§6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(D) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C.

§362 (the Bankruptcy Code).

(i) Certification Regarding Knowledge of Child Labor for Listed End Products

(Executive Order 13126). [The Contracting Officer must list in paragraph (i)(1) any end products being acquired under this solicitation that are included in the List of Products

Requiring…