CLOSING_AGENT_SERVICES.pdf

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Natural Resources Conservation Service (NRCS) Solicitation No. AG-3C78-S-17-0026

PRELIMINARY TITLE SEARCH, TITLE COMMITMENT, CLOSING SERVICES, ESCROW and

TITLE POLICY

Huron, South Dakota April 5, 2017

(i) This is a COMBINED SYNOPSIS/SOLICITATION for commercial items prepared in accordance with the format in Subpart 12.6 as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; PROPOSALS ARE BEING REQUESTED AND A WRITTEN SOLICITATION

WILL NOT BE ISSUED.

(ii) The USDA, Natural Resources Conservation Service in South Dakota is soliciting and plans to award multiple Blanket Purchase Agreements (BPA) for the requirements of the Statement of Work (SOW) that is included with this solicitation. Solicitation number AG-3C78-S-17-0026 is being issued as a Request For Proposal (RFP) and the acquisition procedures at FAR Parts 13 and FAR Parts 15 is being utilized. A requirements type indefinite – Blanket Purchase Agreement (BPA) as defined by FAR 8.405-3, to include a base period of one year from the date of the award and four option years is contemplated. The work is to be performed for various locations within the State of South Dakota. The Government plans to make awards without negotiations. The estimated commencement date is May 17, 2017 and the estimated completion date is April 30, 2022 for the base period.

Services to assist NRCS staff with Closing Services for program conservation easement Title Search, Title Commitment, Title Closing Services and Title Policy. Experience in providing conservation easement Title Search, is the objective of this effort will be to document conservation Title Commitment, Title Closing Services and Title Policy practices for the Agency and its partners is required. The planning activities of the agency as it relates to Easement Policies and those activities to NRCS partners and the public.

The Government reserves the right to make no award and will not be liable for any costs incurred in response to this Request for Proposals (RFP). The Government will evaluate offers in accordance with the evaluation factors set forth in this RFP. The information provided shall be concise, specific and complete, and shall demonstrate a thorough understanding of the requirements of this RFP.

Responses are due by 2:00 p.m., Central Time, April 24 2017, USDA, Natural Resources Conservation Service (NRCS) (Attn: Phil Reimnitz), preferred method of PROPOSALS SUBMISSION IS VIA E-MAIL TO philip.reimnitz@wdc.usda.gov. However, if submission of offer can only be by mail, please mail to: ATTN: Phil Reimnitz, 8901 South 154th Street, Omaha Nebraska 68138.

Contact Phil Reimnitz Contract Specialist, via telephone at (402) 896-0121 ext. 232 or by email at philip.reimnitz@wdc.usda.gov for information regarding the solicitation.

(iii) This solicitation incorporates provisions and clauses in effect through Federal Acquisition Circular 2005-91 effective September 30, 2016. The Federal Acquisition Regulation (FAR) and Agriculture Acquisition Regulation (AGAR) clauses and provisions referenced in this solicitation can be found respectively in full text format at www.acquisition.gov and http://www.da.usda.gov/procurement/policy/agar_x/agar04.pdf .

(iv) This requirement is a 100% SMALL BUSINESS SET-ASIDE. The North American Classification System (NAICS) Code is 541191, and the small business size standard is $29.5 million. Only proposals from small businesses will be considered. A size standard is the largest that a concern can be and still qualify as a small business for Federal Government programs. Size standards are the average annual receipts of a firm. How to calculate average annual receipts of a firm can be found in 13 CFR 121.104. For more information on these size standards, please visit http://www.sba.gov/size .

mailto:philip.reimnitz@wdc.usda.gov http://www.da.usda.gov/procurement/policy/agar_x/agar04.pdf http://www.sba.gov/size

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(v) Contract Line Item Numbers (CLINs) Pricing must be provided for the base period and the four option periods. The base period will start the date of award and will be until April 30, 2022. The current estimated award date is May 17, 2017. All dates below are based on this estimate. The actual dates in the contract award document will be based upon the actual award date.

Because a multiple BPA is contemplated 16.503(a)(1) states that "For the information of offerors and Contractors, the Contracting Officer shall state a realistic estimated total quantity in the solicitation and resulting contract. This estimate is not a representation to an offer or Contractor that the estimated quantity will be required or ordered, or that conditions affecting requirements will be stable or normal. The Contracting Officer may obtain the estimate from records of previous requirements and consumption, or by other means, and should base the estimate on the most current information available." The current overall amount of estimated orders needed is determined by average easement cost per acre in the Base Period and each Option Period. As BPA requirements are defined firm fixed-price task orders will be issued based on an average estimated cost per acre defined legal fees for title search, escrow, recording and title insurance services; as the pricing is and average cost per acre does not always determine final delivery order final cost. Each delivery order will begin with average acre cost to begin with modifications to adjust each effort to the final delivery order cost.

Base Period (Date of Award – 04/30/2018) CLIN Description UOM Unit Price

0001 Closing Cost ACRE $_______

First Option Period (5/01/2018 – 04/30/2019)

CLIN Description UOM Unit Price

0002 Closing Cost ACRE $_______

Second Option Period (05/01/2019 – 04/30/2020)

CLIN Description UOM Unit Price

0003 Closing Cost ACRE $_______

Third Option Period (05/01/2020 – 04/30/2021)

CLIN Description UOM Unit Price

0004 Closing Cost ACRE $_______

Fourth Option Period (05/01/2021 – 04/30/2022)

CLIN Description UOM Unit Price

0005 Closing Cost ACRE $_______

(vi) Description of Services:

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A. Preliminary Title Search (or preliminary title commitment) The contractor must obtain the following:

1. Copies of all instruments that created rights, interests, or encumbrances on the proposed easement property

2. Preliminary title search, which must cover both the proposed easement area and access for ingress and egress, and must commit to issuing the final title policy to the United States of America on the American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

The preliminary title search must be from a licensed title insurance company. The title search will be for a sufficient period of time for the title company to insure the title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud the title of the easement to be purchased. The search must show ownership interest of the surface and subsurface rights including oil, gas, coal, sand, gravel, and other minerals associated with the property. The preliminary title search must include a legible copy of all underlying documents of any type, whether oil, gas, and mineral interests have been severed, mortgages, bankruptcies, and any other exceptions that may cloud the title of the easement to be purchased.

Title search services and preliminary title search must be provided to Contracting Officer Representative (COR) within 15 business days of receiving the request from NRCS. The contractor will be provided with the name and address of the landowner, a copy of the deed, a location map of proposed easement area, and access.

B. Title Commitment The title commitment/binder must be from a licensed title insurance company. The contractor must obtain the title commitment, which must cover both the surveyed easement area and access for ingress and egress and have the amount of the owner’s coverage listed as the purchase price for the easement. NRCS will provide a description of the surveyed easement area and access for ingress and egress along with the easement purchase price to contractor. The final title policy to the United States of America may only be issued on the American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

The title commitment should not contain an exception related to the terms and conditions of the WED to be recorded at closing. However, if such exception is required by the title company, only the following language is acceptable:

“All those rights reserved by the Grantor in that certain Warranty Easement Deed between _______________(Grantor) and the United State of America (Grantee), recorded ____________, as Document No. __________________.”

The title commitment will be for a sufficient period of time for the title company to insure the title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud the title of the easement to be purchased, if different from the preliminary title search.

Upon receipt of the title commitment, NRCS will forward the documents to the USDA Office of General Counsel (OGC) Regional Attorney for a preliminary title opinion. If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which must be cured. The contractor will be required to communicate with NRCS and the landowner, proper procedure(s) for the landowner to clear exceptions and obtain the execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, and other types of releases of encumbrances on the property.

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Title commitment must be provided to the COR within 15 business days of receiving the survey description of the easement area, access description for ingress and egress and easement purchase price from NRCS.

C. Closing Services The final title policy to the United States of America may only be issued on the American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

Upon receipt of the title commitment, NRCS will forward the documents to the USDA OGC Regional Attorney for a preliminary title opinion. If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which must be cured. The contractor will be required to communicate with NRCS and the landowner proper procedure(s) for the landowner to clear exceptions and obtain the execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, and other types of releases of encumbrances on the property. Upon review of documents submitted to OGC will provide written authorization to NRCS to close on the easement.

The contractor will establish an escrow account in an FDIC insured account for the payment of the easement associated with this closing and include this account in their System for Award Management (SAM) registration. The contractor will be responsible for Form 1099 reporting of the payment through the Internal Revenue Service. NRCS will prepare documentation needed to authorize payment to the escrow account when notified of the closing date. In certain cases, as stated in the Closing Instructions, the contractor may be required to withhold a portion of the payment for property taxes and/or assessments that are not yet determined or payable in an escrow account and process payments when due.

NRCS will send the following items to the contractor: NRCS Closing Agent Requirements, Closing Instructions, WED with exhibits, and any other additional documents required for closing. Upon receipt of the closing instructions, the contractor is required to provide an estimated closing date and close within seven (7) calendar days after receipt of funds into escrow account. If the closing will not take place within seven calendar days, the contractor shall notify NRCS in writing with a detailed explanation of why the closing is being delayed. The contractor will not close any transaction or record deeds or other instruments prior to receiving the NRCS Closing Instructions and funds in escrow. The contractor must provide an ALTA Closing Protection Letter Revised 3/27/87, or its equivalent, to the COR within five (5) business days after receipt of closing packet. Prior to closing the easement, the contractor will ensure that the following have occurred:

1. No new encumbrances have been recorded against the subject property since the date of the title commitment/binder. If any new encumbrances have been recorded against the subject property since the date of the above-referenced title commitment/binder, notify the COR immediately and do not proceed until further instructions are received.

2. The contractor has received the payment in their escrow account and notified NRCS that funds have been received.

3. The contractor is prepared to issue the policy of title insurance referred below.

4. All exceptions required to be removed, released, subordinated, waived, or otherwise handled as set forth in the Closing Instructions have been completed and the applicable clearance documents recorded and all other requirements met. Proposed subordination agreements, satisfactions, releases, partial releases, and other title curative documents to be signed at closing will be provided to NRCS for review and approval at least three

(3) business days prior to closing.

5. Comply with any listed title commitment/binder requirements.

6. Ensure the WED is properly signed according to the closing instructions and with the proper names and marital status.

7. The contractor will provide a copy of the proposed HUD-1 settlement statement to NRCS for review and approval at least three (3) business days prior to closing.

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The contractor will schedule the execution of the WED with the landowner at a mutually agreed upon location and time or obtain necessary signatures utilizing remote procedures that are mailed to the contractor. The contractor will obtain properly executed and acknowledged deed from the landowner(s) conveying the program easement and access easement. The contractor will ensure that the deed contains all required signatures, release of dower rights, and that all signatures are in proper form and have been acknowledged, that the acknowledgement certificates are in proper form and have been completed correctly, and that the deed contains all of the necessary exhibits. The contractor will notify NRCS that the documents have been signed by the landowner and is requesting NRCS signature and acknowledgement. Upon NRCS signature, the documents will be returned to the contractor. When the signed documents are returned, the contractor will record the deeds and other instruments as necessary, and ensure the following have occurred:

1. The contractor will ensure that no new encumbrances have been placed on the property prior to recording the

WED.

2. The contractor will record the WED, exhibits, and any necessary title curative documents within three (3) business days of receipt.

3. All taxes, homeowners’ assessments, etc. are paid to the date the WED is recorded.

4. Disburse easement payment to landowner.

The contractor shall notify the COR that the easement has been recorded within 3 business days of the easement being recorded. The contractor will return a copy of the WED, the executed settlement statement, and IRS tax reporting Form1099 to the landowner and the following items listed below to the COR within five (5) business days of receipt of recorded documents from the Clerk’s office.

1. The invoice covering the agreed-to-price for closing costs (contact award amount) for closing services provided.

2. Recorder’s certified copy of WED to the United States of America.

3. Copy of executed settlement statements.

4. Documentation of disbursement of funds.

5. Recorder’s certified copies of any curative documents, including subordination agreements.

Upon receipt and approval of the final documents and contractor verification to NRCS that the landowner has received a copy of the warranty deed, executed settlement statement, and proper disbursement of IRS tax reporting Form 1099, NRCS will notify contractor to invoice for closing costs.

The contractor will issue a policy of title insurance on ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12), naming the United States of America, as the insured, in the amount of the purchase price as of the date and time of recording the WED to the United States of America. Said policy of title insurance will be free and clear of any and all encumbrances to the title except those shown as acceptable in the OGC Preliminary Title Opinion, and ensure the Government’s interest in the easement area and the right of ingress-egress thereto. The final policy should reflect the execution and recording information pertaining to the insured easement, such as:

“30-Year or Perpetual Easement granted by to United States of America, by Warranty Easement Deed dated and recorded in Deed Record pages in the Office of the Recorder of County,__________.”

Upon receipt of the policy of title insurance, NRCS will forward the documents to the USDA OGC Regional Attorney requesting a final title opinion. When the final documents are accepted by OGC, NRCS will notify the contractor to invoice for payment of the title policy. When the final documents are not accepted by OGC, the contractor will be responsible for making corrections needed to gain final approval from OGC. If needed corrections were originally addressed in the preliminary title opinion or closing instructions, such corrections

- 6 -will be done at no additional cost and returned to the Contracting Officer within thirty (30) days of notification of such issue.

Background: NRCS Agency: The Natural Resources Conservation Service is within the U.S. Department of Agriculture (USDA) and provides financial and technical assistance to private landowners and managers in voluntary conservation of natural resources.

2. GOVERNMENT-FURNISHED PROPERTY AND SERVICES

Personnel: The Government will provide the services of a Contracting Officer’s Representative (COR) for interpretation, inspection, invoice review and certification to assure quality in the performance of this order.

3. CONTRACTOR-FURNISHED ITEMS – None

4. PAYMENT

There will be four types of payments issued as applicable:

1. Payment will occur upon receipt and approval of the preliminary title search,

2. Payment will occur upon receipt and approval of the title commitment,

3. Payment will occur upon receipt and approval of documents associated with closing as state previously, and

4. Payment will occur for the title policy issued upon receipt of Final Title Opinion from OGC. NRCS will process the Contractor’s payments through the Invoice Processing Platform (IPP) for services rendered.

6. CIVIL RIGHTS AND PROGRAM DELIVERY

The contractor must ensure that its personnel prohibit discrimination in all aspects of programs and activities related to the contract on the basis of race, color, national origin, sex, religion, age, disability, political beliefs, sexual orientation, or marital or family status.

7. PAYMENT - “Electronic Invoicing and Payment Requirements – Invoice Payment Platform (IPP)

Invoices must be submitted electronically through the U.S. Department of the Treasury’s Invoice Payment Platform System (IPP) or the Contractor must be willing to accept payment by Government purchase card. The Contractor must use the IPP website (https://www.ipp.gov ) to register, access, and use IPP for submitting invoices.

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Contractor assistance with enrollment can be obtained by calling (866) 973-3131. Invoices submitted by means other than IPP will not be accepted unless the Contracting Officer authorizes alternate procedures in writing.

Payment will be made in accordance with the Federal Acquisition Regulations (FAR) Clause 52.232.25, Prompt Payment. Payments will be directly deposited into the contractor’s account.

Invoices shall be submitted every 30 days and shall include the following:

(a) Name and address of the Contractor.

(b) Invoice date and invoice number. (The Contractor should date invoices as close as possible to the date of the mailing or transmission.)

(c) Contract number or other authorization for supplies delivered or services performed (including order number and contract line item number).

(d) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(e) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

(f) Name (where practicable), title, phone number, and mailing address of person to notify in the event of a defective invoice.

8. CONTACTS

Administrative Contact:

Philip D. Reimnitz Contracting Specialist USDA-NRCS, Team 3 Contracting 8901 South 154th Street Omaha, NE 68138 Phone: 402-896-0121, Ext. 232 Email: philip.reimnitz@wdc.usda.gov

Technical Contact:

Sara Geyer Program Support Specialist

USDA-NRCS

200 4th Street, Room 203 Huron, SD 57350-2431 Phone: 605-352-1250 Email: sara.geyer@sd.usda.gov

Technical Contact:

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Brandon Kottke Easement Program Manager

USDA-NRCS

200 4th Street, Room 232 Huron, SD 57350-2431 Phone: 605-352-1203 Email: brandon.kottke@sd.usda.gov

SOURCE SELECTION PROCESS

The Government will award a blanket purchase agreement resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation is the most technically acceptable and the overall Best Value to the Government, price and other factors considered. Award shall be made upon evaluation and determination of a fair and reasonable price. The following factors shall be used to evaluate offers:

1. Price

2. Technical capability

3. Past experience working with NRCS and NRCS partners

The provision at FAR 52.212-1, Instructions to Offerors – Commercial Items, applies to this acquisition.

1. System for Award Management (SAM) Registration

In order to comply with the Debt Collection Improvement Act of 1996, all Contractors must be registered in the System for Award Management, or SAM (formerly Central Contractor Registration (CCR) and Online Representations and Certifications Application (ORCA)) prior to award of a Federal Contract. However, due to the need to promptly award a contract after receipt of proposals, registration in SAM, to include completion of the Representations and Certifications, and having a status of "Active" is required BEFORE submitting an offer. For information regarding registration visit www.sam.gov. A DUNS number is required to register in SAM.

2. Technical Proposal and Past Performance Information

Offerors should submit a written narrative that thoroughly addresses the two (2) non-price evaluation factors listed in Section (ix) below. The narrative should be supported by evidence that gives credibility to the statements made by the offeror and in turn gives the Government enough information to understand and gain confidence in what the offeror is stating. There is no limit on the length of the narrative, but it should be of a reasonable length and well supported. All text must be legible and easily read. All text shall be typed single-spaced with 1-inch margins. Elaborate proposals are not necessary.

3. Price Proposal

Submit a per-acre estimate price for the base and each option period on the Bid Schedule that is included.

4. Certification at FAR 52.209-7 Information Regarding Responsibility Matters and the Certification at AGAR 452.209-70 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction. The offeror must complete the two certifications by reading and checking the appropriate box(s). A copy of the text of the two provisions can be found in Section (xiii) below and as a separate attachment to this notice. Complete the certification using the attachment related to this notice.

5. Copies of Proposal

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Only one copy of the proposal technical/past performance and price proposal (bid schedule) is required to be submitted. Also include the certifications referenced in paragraph 4 above. Offers can be submitted by mail, fax or email (scanned documents). If the document is faxed the offeror must call or send an email the Contracting Officer and received affirmative confirmation that the proposal was received. The Contracting Officer‘s Fax number is 402-434-5327.

FAR provision 52.212-2 Evaluation-Commercial Items applies to this acquisition.

(ix) FAR provision 52.212-2, Evaluation-Commercial Items applies to this solicitation and is completed as follows.

(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 tradeoff process evaluation methodology will be followed. The Contractor's response to the following factors in descending order of importance will be used to evaluate offers. The factors describe the qualities that are delivered.

SELECTION CRITERIA - The following factors shall be used to evaluate offers:

(1) FACTOR 1 – Technical Capability

Instructions to Offeror - Submit prior experience and management of similar requirements

Evaluation Criteria - Experience in providing conservation easement Title Search, is the objective of this effort will be to document conservation Title Commitment, Title Closing Services and Title Policy practices for the Agency and its partners

FACTOR 2 – Technical/ Past Performance

Instructions to offeror: Include descriptions of similar experience in South Dakota and/or surrounding states.

Past performance information is one indicator of an offeror’s ability to perform the contract successfully.

Evaluation Criteria - Past Performance will be evaluated as Acceptable or Not Acceptable. The offeror shall submit three past performance references to support its ability to meet the Government’s objectives. The offeror’s similar experience will also be evaluated based on demonstrated commitment to customer satisfaction and timely delivery of quality services.

In accordance with the table below, an offeror’s past performance shall be rated Acceptable, Unacceptable or Unknown. For offerors without a record of relevant past performance, or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonable assigned, the offeror shall not be evaluated favorably or unfavorably on past performance. Therefore, the offeror shall be determined to have Unknown past performance. In the context of acceptability/unacceptability, Unknown shall be considered Acceptable.

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Past Performance will be rated according to the following table below.

Rating

Acceptable

Description

Based on the offeror’s performance record, the Government has a reasonable expectation that the offeror will successfully perform the required effort, or the offeror’s performance record is unknown.

Unacceptable

Based on the offeror’s performance record, the Government has no reasonable expectation that the offeror will be able to successfully perform the required effort.

The technical factors and past performance, when combined, are significantly more important when compared to price.

FACTOR 3 – Price

Instructions to Offeror: Offeror should complete Pricing Sheet for the Base Period and Option Periods.

Evaluation Criteria – To evaluate offers for award purposes, the Government will apply the offeror’s proposed fixed-prices/rates to the estimated needs for the first year. These prices will be evaluated to determine reasonableness of the price. A comparison of the proposed prices, government estimate, and/or market values will be used.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(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.

FAR provision 52.212-3 Offeror Representations and Certifications—Commercial Items. (MAR 2015) The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) website accessed through http://www.acquisition.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (p) 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 http://www.acquisition.gov/

- 11 -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.

“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.

http://uscode.house.gov/ http://uscode.house.gov/

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“Sensitive technology”-

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

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

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

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

“Service-disabled veteran-owned small business concern”-

(1) Means a small business concern-

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

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

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

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

“Small disadvantaged business concern”, consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that-

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

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged

(as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

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

“Subsidiary” means an entity in which more than 50 percent of the entity is owned-

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

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

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

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

“Women-owned business concern” means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of 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 http://uscode.house.gov/ http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

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

“Women-owned small business (WOSB) concern eligible under the WOSB Program” (in accordance with 13

CFR part 127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States.

(b)

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

(2) The offeror has completed the annual representations and certifications electronically via the SAM website accessed through http://www.acquisition.gov. After reviewing the SAM database 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), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs ______________.

[Offeror to identify the applicable paragraphs at (c) through (p) 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 o is, o 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 o is, o 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 http://www.acquisition.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/Subpart%204_12.html#wp1073667

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(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-

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

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

(e) Certification Regarding Payments to Influence Federal Transactions (31 U.S.C. 1352). (Applies only if the contract is expected to exceed $150,000.) By submission of its offer, the offeror certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress on his or her behalf in connection with the award of any resultant contract. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made.

(f) Buy American Certificate. (Applies only if the clause at Federal Acquisition Regulation (FAR) 52.225-1, Buy American-Supplies, is included in this solicitation.)

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

(2) Foreign End Products:

Line Item No. Country of Origin

[List as necessary]

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

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

52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act, is included in this solicitation.)

(i) The offeror certifies that each end product, except those listed in paragraph (g)(1)(ii) or (g)(1)(iii) of this provision, is a domestic end product and that for other than COTS items, the offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The terms “Bahrainian, Moroccan, Omani, Panamanian, or Peruvian end product,” “commercially available off-the-shelf (COTS) item,” “component,” “domestic end product,” “end product,” “foreign end product,” “Free Trade Agreement country,” “Free Trade Agreement 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.”

https://www.acquisition.gov/sites/default/files/current/far/html/52_223_226.html#wp1192900 https://www.acquisition.gov/sites/default/files/current/far/html/FARTOCP25.html#wp225048 https://www.acquisition.gov/sites/default/files/current/far/html/52_223_226.html#wp1169038

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(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

[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…