Attachment 2 - Provisions and Clauses.pdf

DOCUMENT NUMBER SOLICITATION NUMBER

FA483020QS010 (Not Set)

CLAUSES INCORPORATED BY REFERENCE

CLAUSE

NO

ALT NO/

DEV NO

CLAUSE TITLE YEAR-

MO

SECTION

252.203-7000 Requirements Relating to Compensation of Former DoD Officials

2011-09 SEC I

252.203-7002 2013-09 SEC I

252.203-7005 2011-11 SEC K

252.204-7003 1992-04 SEC I

252.204-7006 2005-10 SEC G

252.204-7008 2016-10 SEC I

252.204-7012 2019-12 SEC I

252.204-7015 2016-05 SEC I

252.215-7013 2018-01 SEC L

252.223-7006 2014-09 SEC I

252.225-7001 2017-12 SEC I

252.225-7002 2017-12 SEC I

252.225-7048 2013-06 SEC I

252.232-7003 2018-12 SEC G

252.232-7010 2006-12 SEC I

252.237-7010 2013-06 SEC I

252.243-7001 1991-12 SEC I

252.244-7000 2013-06 SEC I

52.203-18 2017-01 SEC I

52.204-16 2016-07 SEC L

52.204-18 2016-07 SEC I

52.204-7 2018-10 SEC K

52.232-40 2013-12 SEC I

52.237-2 1984-04 SEC I

52.212-4 2018-10 SEC I

52.212-1 2020-03 SEC L

52.202-1 2013-11 SEC I

52.203-17 2014-04 SEC I

52.203-5 2014-05 SEC I

52.203-6 ALT I 1995-10 SEC I

52.203-7 2014-05 SEC I

52.222-17 2014-05 SEC I

52.222-41

Requirement to Inform Employees of Whistleblower Rights.

Representation Relating to Compensation of Former DoD

Officials. As prescribed in 203.171-4(b), insert the following provision:

Control of Government Personnel Work Product.

Billing Instructions.

Compliance with Safeguarding Covered Defense Information Controls.

Safeguarding Covered Defense Information and Cyber Incident Reporting.

Notice of Authorized Disclosure of Information for Litigation Support.

Supplies and Services Provided by Nontraditional Defense Contractors.

Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials.

Buy American and Balance of Payments Program.

Qualifying Country Sources as Subcontractors.

Export-Controlled Items.

Electronic Submission of Payment Requests and Receiving

Reports.

Levies on Contract Payments.

Prohibition on Interrogation of Detainees by Contractor Personnel.

Pricing of Contract Modifications.

Subcontracts for Commercial Items

Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-

Representation.

Commercial and Government Entity Code Reporting.

Commercial and Government Entity Code Maintenance.

System for Award Management.

Providing Accelerated Payments to Small Business Subcontractors.

Protection of Government Buildings, Equipment, and Vegetation.

Contract Terms and Conditions-Commercial Items.

Instructions to Offerors-Commercial Items.

Definitions.

Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights.

Covenant Against Contingent Fees.

Restrictions on Subcontractor Sales to the Government. - (Alternate I)

Anti-Kickback Procedures.

Nondisplacement of Qualified Workers.

Service Contract Labor Standards Combating Trafficking in Persons.

2018-08 SEC I

52.222-50 2019-01 SEC I

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving.

2011-08 SEC I

52.225-13 Restrictions on Certain Foreign Purchases. 2008-06 SEC I

52.225-25 Prohibition on Contracting with Entities Engaging in Certain

Activities or Transactions Relating to Iran-Representation and Certifications.

2018-08 SEC K

52.232-1 Payments. 1984-04 SEC I 52.232-39 Unenforceability of Unauthorized Obligations. 2013-06 SEC I 52.233-3 Protest after Award. 1996-08 SEC I 52.233-4 Applicable Law for Breach of Contract Claim. 2004-10 SEC I 52.244-6 Subcontracts for Commercial Items. 2019-08 SEC I

CLAUSES IN FULL TEXT

CLAUSE

NO

ALT NO/

DEV NO

CLAUSE TITLE YEAR-

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CLAUSE TEXT

52.204-22 Alternative Line Item Proposal. 2017-01

As prescribed in , insert the following provision:4.1008

Alternative Line Item Proposal (Jan 2017)

The Government recognizes that the line items established in this solicitation may not(a) conform to the Offeror's practices. Failure to correct these issues can result in difficulties in acceptance of deliverables and processing payments. Therefore, the Offeror is invited to propose alternative line items for which bids, proposals, or quotes are requested in this solicitation to ensure that the resulting contract is economically and administratively advantageous to the Government and the Offeror.

The Offeror may submit one or more additional proposals with alternative line items,(b) provided that alternative line items are consistent with subpart 4.10 of the Federal Acquisition Regulation. However, acceptance of an alternative proposal is a unilateral decision made solely at the discretion of the Government. Offers that do not comply with the line items specified in this solicitation may be determined to be nonresponsive or unacceptable.

(End of provision)

52.204-19 Incorporation by Reference of Representations and

Certifications.

2014-12

As prescribed in , insert the following clause.4.1202(b)

Incorporation by Reference of Representations and Certifications (Dec 2014)

The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

252.232-7006 Wide Area WorkFlow Payment Instructions. 2018-12

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(a) As used in this clause-Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) The WAWF system provides the method to electronically processElectronic invoicing.

vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall-WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWFWAWF training.

Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via webWAWF methods of document submission.

entry, Electronic Data Interchange, or File Transfer Protocol.

(f) The Contractor shall use the following information whenWAWF payment instructions.

submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) The Contractor shall submit payment requests using the followingDocument type.

document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

Invoice 2in1

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

(f) [Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing DataDocument routing.

Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC ____

Issue By DoDAAC ____

Admin DoDAAC ____

Inspect By DoDAAC ____

Ship To Code ____

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) ____

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) The Contractor shall ensure a payment request includesPayment request.

documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) The Contractor shall ensure a receiving report meets theReceiving report.

requirements of DFARS Appendix F.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

(Contracting Officer: Insert applicable information or "Not applicable.")

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

252.237-7023 Continuation of Essential Contractor Services. 2010-10

As prescribed in 237.7603(a), use the following clause:

CONTINUATION OF ESSENTIAL CONTRACTOR SERVICES (OCT 2010)

(a . As used in this clause-) Definitions

(1) "Essential contractor service" means a service provided by a firm or individual under contract to DoD to support mission-essential functions, such as support of vital systems, including ships owned, leased, or operated in support of military missions or roles at sea;

associated support activities, including installation, garrison, and base support services; and similar services provided to foreign military sales customers under the Security Assistance Program. Services are essential if the effectiveness of defense systems or operations has the potential to be seriously impaired by the interruption of these services, as determined by the appropriate functional commander or civilian equivalent.

(2) "Mission-essential functions" means those organizational activities that must be performed under all circumstances to achieve DoD component missions or responsibilities, as determined by the appropriate functional commander or civilian equivalent. Failure to perform or sustain these functions would significantly affect DoD's ability to provide vital services or exercise authority, direction, and control.

(b) The Government has identified all or a portion of the contractor services performed under this contract as essential contractor services in support of mission essential functions. These services are listed in attachment , Mission-Essential Contractor Services, ____ dated .____

(c)(1) The Mission-Essential Contractor Services Plan submitted by the Contractor, is incorporated in this contract.

(2) The Contractor shall maintain and update its plan as necessary. The Contractor shall provide all plan updates to the Contracting Officer for approval.

(3) As directed by the Contracting Officer, the Contractor shall participate in training events, exercises, and drills associated with Government efforts to test the effectiveness of continuity of operations procedures and practices.

(d)(1) Notwithstanding any other clause of this contract, the contractor shall be responsible to perform those services identified as essential contractor services during crisis situations (as directed by the Contracting Officer), in accordance with its Mission-Essential Contractor Services Plan.

(2) In the event the Contractor anticipates not being able to perform any of the essential contractor services identified in accordance with paragraph (b) of this section during a crisis situation, the Contractor shall notify the Contracting Officer or other designated representative as expeditiously as possible and use its best efforts to cooperate with the Government in the Government's efforts to maintain the continuity of operations.

(e) The Government reserves the right in such crisis situations to use Federal employees, military personnel or contract support from other contractors, or to enter into new contracts for essential contractor services.

(f) . The Contractor shall segregate and separately identify all costs incurred inChanges continuing performance of essential services in a crisis situation. The Contractor shall notify the Contracting Officer of an increase or decrease in costs within ninety days after continued performance has been directed by the Contracting Officer, or within any additional period that the Contracting Officer approves in writing, but not later than the date of final payment under the contract. The Contractor's notice shall include the Contractor's proposal for an equitable adjustment and any data supporting the increase or decrease in the form prescribed by the Contracting Officer. The parties shall negotiate an equitable price adjustment to the contract price, delivery schedule, or both as soon as is practicable after receipt of the Contractor's proposal.

(g) The Contractor shall include the substance of this clause, including this paragraph (g), in subcontracts for the essential services.

(End of clause)

252.237-7024 Notice of Continuation of Essential Contractor Services. 2010-10

As prescribed in 237.7603(b), use the following provision:

NOTICE OF CONTINUATION OF ESSENTIAL CONTRACTOR SERVICES (OCT 2010)

(a . "Essential contractor service"and "mission-essential functions" have the) Definitions meanings given in the clause at 252.237-7023, Continuation of Essential Contractor Services, in this solicitation.

(b) The offeror shall provide with its offer a written plan describing how it will continue to perform the essential contractor services listed in attachment , Mission Essential ____ Contractor Services, dated , during periods of crisis. The offeror shall-____

(1) Identify provisions made for the acquisition of essential personnel and resources, if necessary, for continuity of operations for up to 30 days or until normal operations can be resumed;

(2) Address in the plan, at a minimum-

(i) Challenges associated with maintaining essential contractor services during an extended event, such as a pandemic that occurs in repeated waves;

(ii) The time lapse associated with the initiation of the acquisition of essential personnel and resources and their actual availability on site;

(iii) The components, processes, and requirements for the identification, training, and preparedness of personnel who are capable of relocating to alternate facilities or performing work from home;

(iv) Any established alert and notification procedures for mobilizing identified "essential contractor service" personnel; and

(v) The approach for communicating expectations to contractor employees regarding their roles and responsibilities during a crisis.

(End of clause)

52.204-24 Representation Regarding Certain Telecommunications and

Video Surveillance Services or Equipment.

2019-12

As prescribed in 4.2105(a), insert the following provision:

Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Dec 2019)

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

As used in this provision-(a) Definitions.

"Covered telecommunications equipment or services", "critical technology", and essential component" have the meanings provided in clause 52.204-25, "substantial or

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

. Section 889(a)(1)(A) of the John S. McCain National Defense(b) Prohibition Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractors are not prohibited from providing-

A service that connects to the facilities of a third-party, such as backhaul, roaming, or(1) interconnection arrangements; or

Telecommunications equipment that cannot route or redirect user data traffic or(2) permit visibility into any user data or packets that such equipment transmits or otherwise handles.

The Offeror shall review the list of excluded parties in the System for(c) Procedures.

Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

The Offeror represents that it(d) Representation.

will, will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.

If the Offeror has represented in paragraph (d) of this provision that it(e) Disclosures.

"will" provide covered telecommunications equipment or services", the Offeror shall provide the following information as part of the offer-covered telecommunications equipment and services offered (1) A description of all (include brand; model number, such as original equipment manufacturer (OEM) number, manufacturer part number, or wholesaler number; and item description, as applicable);

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

For services, the entity providing the covered telecommunications services (include(3) entity name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if known); and

For equipment, the entity that produced the covered telecommunications equipment(4) (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known).

(End of provision)

52.204-26 Covered Telecommunications Equipment or Services-

Representation.

2019-12

As prescribed in 4.2105(c), insert the following provision:

Covered Telecommunications Equipment or Services-Representation (Dec 2019)

As used in this provision, "covered telecommunications equipment or(a) Definitions.

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

The Offeror shall review the list of excluded parties in the System for(b) Procedures.

Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

The Offeror represents that it(c) Representation.

does, does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(End of provision)

52.209-11 Representation by Corporations Regarding Delinquent Tax

Liability or a Felony Conviction under any Federal Law.

2016-02

As prescribed in (d), insert the following provision:9.104-7

Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (Feb 2016)

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

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

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

The Offeror represents that-(b)

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

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

(End of provision)

52.212-3 ALT I

Offeror Representations and Certifications-Commercial Items. -

(Alternate I) 2014-10

As prescribed in 12.301(b)(2), insert the following provision:

Offeror Representations and Certifications-Commercial Items (Mar 2020)

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) of this provision.through (v))

. As used in this provision-(a) Definitions

"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.

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

means all work or service-Forced or indentured child labor

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

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

means the entity that owns or controls an immediate owner of the Highest-level owner 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.

means an entity, other than the offeror, that has direct control of the Immediate owner 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.

, means a foreign incorporated entity that meets the definition Inverted domestic corporation 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).

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

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

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

PSG 88, Live Animals;(3)

PSG 89, Subsistence;(4)

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

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

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

PSC 9610, Ores;(8)

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

PSC 9630, Additive Metal Materials.(10) means the place where an end product is assembled out of Place of manufacture 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.

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

means business operations in Sudan that include power Restricted business operations 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-

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

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

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

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

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

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

-Sensitive technology

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

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

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

Does not include information or informational materials the export of which the(2) 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

Means a small business concern-(1)

Not less than 51 percent of which is owned by one or more service-disabled(i) 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

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

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

means a concern, including its affiliates, that is independently Small business concern 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.

, consistent with13 CFR 124.1002, means a small Small disadvantaged business concern business concern under the size standard applicable to the acquisition, that-

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

One or more socially disadvantaged (as defined at13 CFR 124.103) and(i) economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

Each individual claiming economic disadvantage has a net worth not exceeding(ii) $750,000 after taking into account the applicable exclusions set forth at 13 CFR124.104(c)(2);

and

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

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

Directly by a parent corporation; or(1)

Through another subsidiary of a parent corporation(2) means an entity that has replaced a predecessor by acquiring the assets and Successor 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.

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

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

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

(in Women-owned small business (WOSB) concern eligible under the WOSB Program 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-

That is at least 51 percent owned by one or more women; or, in the case of any(1) publicly owned business, at least51 percent of the stock of which is owned by one or more women; and

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

(b)

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

The offeror has completed the annual representations and certifications electronically(2) 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 applicable to the business size standard(s) NAICS referenced for this solicitation), at the time this offer is submitted and are incorporated code(s) in this offer by reference (see FAR 4.1201), except for paragraphs .____

[Offeror to identify the applicable paragraphs at of this provision that the (c) through (v) 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.

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

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

. [(2) Veteran-owned small business concern Complete only if the offeror represented .] The offeror represents itself as a small business concern in paragraph (c)(1) of this provision 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

.] The offeror represents as part of its offer that itprovision is, is not a service-disabled veteran-owned small business concern.

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

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

It(i) 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

It(ii) 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.

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

It(i) 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

It(ii) 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

.] Each concern and other small businesses that are participating in the joint venture: ____ EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

Complete paragraphs (c)(8) and (c)(9) only if this solicitation is expected to Note:

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

.] The offeror represents that itbusiness concern in paragraph (c)(1) of this provision is a women-owned business concern.

. If this is an invitation for bid, small(9) Tie bid priority for labor surplus area concerns 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 .] The offeror represents, as as a small business concern in paragraph (c)(1) of this provision part of its offer, that-

It(i) 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

It(ii) 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.

Representations required to implement provisions of Executive Order11246-(d)

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

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

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

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

It(i) 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

It(ii) 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.

. (Applies only if the contract is expected to exceed $150,000.) By house.gov/ U.S.C. 1352) 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.

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

The offeror certifies that each end product, except those listed in paragraph (f)(2) of(1) 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, , an end i.e.

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."

Foreign End Products:(2)

Line Item No. Country of Origin

[ ]List as necessary

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

(g)

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

The offeror certifies that each end product, except those listed in paragraph (g)(1)(i)

(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."

The offeror certifies that the following supplies are Free Trade Agreement(ii) 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

The offeror shall list those supplies that are foreign end products (other than(iii) 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, , an end product that is not a COTS item and does not i.e.

meet the component test in paragraph (2) of the definition of "domestic end product."

Other Foreign End Products:

Line Item No. Country of Origin

[List as necessary]

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

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

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

Canadian End Products:

Line Item No.

[ ]List as necessary

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

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

Canadian or Israeli End Products:

Line Item No. Country of Origin

[ ]List as necessary

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

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

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

Line Item No. Country of Origin

[ ]List as necessary

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

The offeror certifies that each end product, except those listed in paragraph (g)(5)(i)

(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."

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

Other End Products:

Line Item No. Country of Origin

[ ]List as necessary

The Government will evaluate offers in accordance with the policies and(iii) 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.

). (Applies only(h) Certification Regarding Responsibility Matters (Executive Order 12689 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.

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

. The liability is finally determined if it(A) The tax liability is finally determined 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.

. A taxpayer is delinquent if the(B) The taxpayer is delinquent in making payment 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

The taxpayer has received a statutory notice of deficiency, under I.R.C. ?6212, which(A) 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.

The IRS has filed a notice of Federal tax lien with respect to an assessed tax(B) 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.

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

The taxpayer has filed for bankruptcy protection. The taxpayer is not(D) 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 Contractor Certification as to Forced or Indentured Child Labor, unless excluded at 22.1503(b).]

(1) Listed end products.

Listed End Product Listed Countries of Origin

(2) Certification. [If the Contracting Officer has identified end products and countries of origin in paragraph (i)(1) of…