Contract Clauses.pdf

DOCUMENT NUMBER

FA466125Q0005

CLAUSES INCORPORATED BY REFERENCE

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SECTION

252.203-7000 Requirements Relating to Compensation of Former DoD Officials.

2011-09 SEC I

252.203-7002 Requirement to Inform Employees of Whistleblower Rights. 2022-12 SEC I

252.203-7005 Representation Relating to Compensation of Former DoD Officials.

2022-09 SEC K

252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services-Representation.

2021-05 SEC K

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services.

2023-01 SEC I

252.204-7024 Notice on the Use of the Supplier Performance Risk System. 2023-03 SEC L 252.223-7008 Prohibition of Hexavalent Chromium. 2023-01 SEC I 252.225-7000 Buy American--Balance of Payments Program Certificate. 2024-02 SEC K 252.225-7001 Buy American and Balance of Payments Program. 2024-02 SEC I 252.225-7002 Qualifying Country Sources as Subcontractors. 2022-03 SEC I 252.225-7012 Preference for Certain Domestic Commodities. 2022-04 SEC I

252.225-7055 Representation Regarding Business Operations with the Maduro Regime.

2022-05 SEC K

252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime.

2023-01 SEC I

252.225-7059 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region-Representation.

2023-06 SEC K

252.225-7060 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region.

2023-06 SEC I

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports.

2018-12 SEC G

252.232-7010 Levies on Contract Payments. 2006-12 SEC I 252.243-7002 Requests for Equitable Adjustment. 2022-12 SEC I

252.244-7000 Subcontracts for Commercial Products or Commercial Services.

2023-11 SEC I

252.247-7023 Transportation of Supplies by Sea. 2024-10 SEC I 52.201-1 Acquisition 360: Voluntary Survey. 2023-09 SEC L 52.203-3 Gratuities. 1984-04 SEC I 52.204-13 System for Award Management Maintenance. 2018-10 SEC I 52.204-16 Commercial and Government Entity Code Reporting. 2020-08 SEC L 52.204-18 Commercial and Government Entity Code Maintenance. 2020-08 SEC I

52.204-29 Federal Acquisition Supply Chain Security Act Orders- Representation and Disclosures.

2023-12 SEC K

52.204-7 System for Award Management. 2024-11 SEC L

52.212-1 Instructions to Offerors-Commercial Products and Commercial Services.

2023-09 SEC L

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services.

2023-11 SEC I

52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals-Representation.

2016-12 SEC K

52.229-11 Tax on Certain Foreign Procurements-Notice and Representation.

2020-06 SEC K

252.201-7000 Contracting Officer's Representative. 1991-12 SEC G 252.217-7015 Safety and Health. 1991-12 SEC I

52.202-1 Definitions. 2020-06 SEC I

52.203-5 Covenant Against Contingent Fees. 2014-05 SEC I 52.203-7 Anti-Kickback Procedures. 2020-06 SEC I

52.203-12 Limitation on Payments to Influence Certain Federal Transactions.

2020-06 SEC I

52.203-16 Preventing Personal Conflicts of Interest. 2020-06 SEC I 52.203-17 Contractor Employee Whistleblower Rights. 2023-11 SEC I 52.204-9 Personal Identity Verification of Contractor Personnel. 2011-01 SEC I

52.204-19 Incorporation by Reference of Representations and Certifications.

2014-12 SEC I

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

2021-11 SEC I

52.222-21 Prohibition of Segregated Facilities. 2015-04 SEC I 52.223-5 Pollution Prevention and Right-to-Know Information. 2024-05 SEC I 52.232-17 Interest. 2014-05 SEC I 52.232-18 Availability of Funds. 1984-04 SEC I 52.232-23 Assignment of Claims. 2014-05 SEC I 52.232-39 Unenforceability of Unauthorized Obligations. 2013-06 SEC I

52.232-40 Providing Accelerated Payments to Small Business Subcontractors.

2023-03 SEC I

52.233-1 Disputes. 2014-05 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 52.237-3 Continuity of Services. 1991-01 SEC I

52.244-6 Subcontracts for Commercial Products and Commercial Services.

2024-11 SEC I

52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions).

2016-08 SEC I

52.253-1 Computer Generated Forms. 1991-01 SEC I 252.204-7003 Control of Government Personnel Work Product. 1992-04 SEC I

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.

2024-05 SEC I

252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials.

2014-09 SEC I

252.225-7048 Export-Controlled Items. 2013-06 SEC I 252.243-7001 Pricing of Contract Modifications. 1991-12 SEC I

52.232-11 Extras. 1984-04 SEC I

CLAUSES IN FULL TEXT

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CLAUSE TEXT

52.232-1 Payments. 1984-04

As prescribed in , insert the following clause, appropriately modified with respect to 32.111(a)(1) payment due date in accordance with agency regulations, in solicitations and contracts when a fixed-price supply contract, a fixed-price service contract, or a contract for nonregulated communication services is contemplated:

Payments (APR 1984)

The Government shall pay the Contractor, upon the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified in this contract, payment shall be made on partial deliveries accepted by the Government if-

The amount due on the deliveries warrants it; or(a)

The Contractor requests it and the amount due on the deliveries is at least $1,000 or 50 percent of (b) the total contract price.

(End of clause)

52.232-8 Discounts for Prompt Payment. 2002-02

As prescribed in , insert the following clause:32.111(b)(1)

Discounts for Prompt Payment (FEB 2002)

Discounts for prompt payment will not be considered in the evaluation of offers. However, any (a) offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a discount for prompt payment in conjunction with the offer, offerors awarded contracts may include discounts for prompt payment on individual invoices.

In connection with any discount offered for prompt payment, time shall be computed from the (b) date of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day.

(End of clause)

52.232-25 Prompt Payment. 2017-01

As prescribed in , insert the following clause:32.908(c)

Prompt Payment (JAN 2017)

Notwithstanding any other payment clause in this contract, the Government will make invoice payments under the terms and conditions specified in this clause. The Government considers payment as being made on the day a check is dated or the date of an electronic funds transfer (EFT). Definitions of pertinent terms are set forth in sections 2.101, 32.001, and 32.902 of the Federal Acquisition Regulation.

All days referred to in this clause are calendar days, unless otherwise specified. (However, see paragraph (a)(4) of this clause concerning payments due on Saturdays, Sundays, and legal holidays.)

Invoice payments- (a) Due date.(1)

Except as indicated in paragraphs (a)(2) and (c) of this clause, the due date for making invoice (i) payments by the designated payment office is the later of the following two events:

The 30 thday after the designated billing office receives a proper invoice from the Contractor (A) (except as provided in paragraph (a)(1)(ii) of this clause).

The 30 thday after Government acceptance of supplies delivered or services performed. For a (B) final invoice, when the payment amount is subject to contract settlement actions, acceptance is deemed to occur on the effective date of the contract settlement.

If the designated billing office fails to annotate the invoice with the actual date of receipt at the (ii) time of receipt, the invoice payment due date is the 30 thday after the date of the Contractor's invoice, provided the designated billing office receives a proper invoice and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

Certain food products and other payments.(2)

Due dates on Contractor invoices for meat, meat food products, or fish; perishable agricultural (i) commodities; and dairy products, edible fats or oils, and food products prepared from edible fats or oils are-

For meat or meat food products, as defined in section 2(a)(3) of the Packers and Stockyard Act (A) of1921 (7 U.S.C.182(3)), and as further defined in Pub.L.98-181, including any edible fresh or frozen poultry meat, any perishable poultry meat food product, fresh eggs, and any perishable egg product, as close as possible to, but not later than, the 7 thday after product delivery.

For fresh or frozen fish, as defined in section 204(3) of the Fish and Seafood Promotion Act (B) of1986 (16 U.S.C.4003(3)), as close as possible to, but not later than, the 7 thday after product delivery.

For perishable agricultural commodities, as defined in section 1(4) of the Perishable Agricultural (C) Commodities Act of1930 (7 U.S.C.499a(4)), as close as possible to, but not later than, the 10 thday after product delivery, unless another date is specified in the contract.

For dairy products, as defined in section 111(e) of the Dairy Production Stabilization Act of1983 (D) (7 U.S.C.4502(e)), edible fats or oils, and food products prepared from edible fats or oils, as close as possible to, but not later than, the 10 thday after the date on which a proper invoice has been received.

Liquid milk, cheese, certain processed cheese products, butter, yogurt, ice cream, mayonnaise, salad dressings, and other similar products, fall within this classification. Nothing in the Act limits this classification to refrigerated products. When questions arise regarding the proper classification of a specific product, prevailing industry practices will be followed in specifying a contract payment due date. The burden of proof that a classification of a specific product is, in fact, prevailing industry practice is upon the Contractor making the representation.

If the contract does not require submission of an invoice for payment ( periodic lease (ii) e.g., payments), the due date will be as specified in the contract.

. The Contractor shall prepare and submit invoices to the designated billing (3) Contractor's invoice office specified in the contract. A proper invoice must include the items listed in paragraphs (a)(3)(i) through (a)(3)(x) of this clause. If the invoice does not comply with these requirements, the designated billing office will return it within 7 days after receipt (3 days for meat, meat food products, or fish; 5 days for perishable agricultural commodities, dairy products, edible fats or oils, and food products prepared from edible fats or oils), with the reasons why it is not a proper invoice. The Government will take into account untimely notification when computing any interest penalty owed the Contractor.

Name and address of the Contractor.(i)

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

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

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

Shipping and payment terms ( shipment number and date of shipment, discount for prompt (v) e.g., payment terms). Bill of lading number and weight of shipment will be shown for shipments on Government bills of lading.

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

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

Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only (viii) if required elsewhere in this contract.

Electronic funds transfer (EFT) banking information.(ix)

The Contractor shall include EFT banking information on the invoice only if required elsewhere (A) in this contract.

If EFT banking information is not required to be on the invoice, in order for the invoice to be a (B) proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision ( 52.232-38, Submission of Electronic Funds Transfer e.g., Information with Offer), contract clause ( 52.232-33, Payment by Electronic Funds Transfer-System e.g., for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

EFT banking information is not required if the Government waived the requirement to pay by (C)

EFT.

Any other information or documentation required by the contract ( evidence of shipment).(x) e.g., . The designated payment office will pay an interest penalty automatically, without (4) Interest penalty request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(4)(i) through (a)(4)(iii) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday, the designated payment office may make payment on the following working day without incurring a late payment interest penalty.

The designated billing office received a proper invoice.(i)

The Government processed a receiving report or other Government documentation authorizing (ii) payment, and there was no disagreement over quantity, quality, or Contractor compliance with any contract term or condition.

In the case of a final invoice for any balance of funds due the Contractor for supplies delivered or (iii) services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor.

. The Government will compute the interest penalty in accordance with (5) Computing penalty amount the Office of Management and Budget prompt payment regulations at .5 CFR Part 1315

For the sole purpose of computing an interest penalty that might be due the Contractor, (i) Government acceptance is deemed to occur constructively on the 7 thday (unless otherwise specified in this contract) after the Contractor delivers the supplies or performs the services in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. If actual acceptance occurs within the constructive acceptance period, the Government will base the determination of an interest penalty on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

The prompt payment regulations at 5 CFR1315.10(c) do not require the Government to pay (ii) interest penalties if payment delays are due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. The Government and the Contractor shall resolve claims involving disputes and any interest that may be payable in accordance with the clause at FAR 52.233-1, Disputes.

. The designated payment office will pay an interest penalty (6) Discounts for prompt payment automatically, without request from the Contractor, if the Government takes a discount for prompt payment improperly. The Government will calculate the interest penalty in accordance with the prompt payment regulations at .5 CFR Part 1315

Additional interest penalty.(7)

The designated payment office will pay a penalty amount, calculated in accordance with the (i) prompt payment regulations at in addition to the interest penalty amount only if-5 CFR Part 1315

The Government owes an interest penalty of $1 or more;(A)

The designated payment office does not pay the interest penalty within 10 days after the date the (B) invoice amount is paid; and

The Contractor makes a written demand to the designated payment office for additional penalty (C) payment, in accordance with paragraph (a)(7)(ii) of this clause, postmarked not later than 40 days after the invoice amount is paid.

(ii)

The Contractor shall support written demands for additional penalty payments with the following (A) data. The Government will not request any additional data. The Contractor shall-

Specifically assert that late payment interest is due under a specific invoice, and request payment (1) of all overdue late payment interest penalty and such additional penalty as may be required;

Attach a copy of the invoice on which the unpaid late payment interest is due; and(2)

State that payment of the principal has been received, including the date of receipt.(3)

If there is no postmark or the postmark is illegible-(B)

The designated payment office that receives the demand will annotate it with the date of receipt, (1) provided the demand is received on or before the 40th day after payment was made; or

If the designated payment office fails to make the required annotation, the Government will (2) determine the demand's validity based on the date the Contractor has placed on the demand, provided such date is no later than the 40th day after payment was made.

The additional penalty does not apply to payments regulated by other Government regulations ((iii) e.

payments under utility contracts subject to tariffs and regulation).g., . If this contract provides for contract financing, the Government will (b) Contract financing payment make contract financing payments in accordance with the applicable contract financing clause.

. If this contract contains the clause at 52.213-1, Fast Payment (c) Fast payment procedure due dates Procedure, payments will be made within 15 days after the date of receipt of the invoice.

. If the Contractor becomes aware of a duplicate contract financing or invoice (d) Overpayments payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

Remit the overpayment amount to the payment office cited in the contract along with a description (1) of the overpayment including the-

Circumstances of the overpayment ( , duplicate payment, erroneous payment, liquidation errors, (i) e.g.

date(s) of overpayment);

Affected contract number and delivery order number if applicable;(ii)

Affected line item or subline item, if applicable; and(iii)

Contractor point of contact.(iv)

Provide a copy of the remittance and supporting documentation to the Contracting Officer.(2)

(End of clause)

252.215-7008 Only One Offer. 2022-12

As prescribed at 215.408(3), use the following provision:

ONLY ONE OFFER (DEC 2022)

(a) . After initial submission of offers, if the Contracting Cost or pricing data requirements Officer notifies the Offeror that only one offer was received, the Offeror agrees to-

(1) Submit any additional cost or pricing data that is required in order to determine whether the price is fair and reasonable (10 U.S.C. 3705) or to comply with the statutory requirement for certified cost or pricing data (10 U.S.C. 3702 and FAR 15.403-3); and

(2) Except as provided in paragraph (b) of this provision, if the acquisition exceeds the certified cost or pricing data threshold and an exception to the requirement for certified cost or pricing data at FAR 15.403-1(b)(2) through (5) does not apply, certify all cost or pricing data in accordance with paragraph (c) of DFARS provision 252.215-7010, Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data, of this solicitation.

(b) . If the Offeror is the Canadian Commercial Corporation, Canadian Commercial Corporation certified cost or pricing data are not required. If the Contracting Officer notifies the Canadian Commercial Corporation that additional data other than certified cost or pricing data are required in accordance with DFARS 225.870-4(c), the Canadian Commercial Corporation shall obtain and provide the following:

(1) Profit rate or fee (as applicable).

(2) Analysis provided by Public Works and Government Services Canada to the Canadian Commercial Corporation to determine a fair and reasonable price (comparable to the analysis required at

FAR 15.404-1).

(3) Data other than certified cost or pricing data necessary to permit a determination by the U.

S. Contracting Officer that the proposed price is fair and reasonable [FAR .403(a)(1) U.S. Contracting Officer to provide description of the data required in accordance with FAR 15.403-3(a)(1) with the

].notification

(4) As specified in FAR 15.403-3(a)(4), an offeror who does not comply with a requirement to submit data that the U.S. Contracting Officer has deemed necessary to determine price reasonableness or cost realism is ineligible for award unless the head of the contracting activity determines that it is in the best interest of the Government to make the award to that offeror.

(c) . Unless the Offeror is the Canadian Commercial Corporation, the Offeror shall Subcontracts insert the substance of this provision, including this paragraph (c), in all subcontracts exceeding the simplified acquisition threshold defined in FAR part 2.

(End of provision)

252.232-7006 Wide Area WorkFlow Payment Instructions. 2023-01

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

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(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 process Electronic 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 WAWF Web- WAWF training.

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 web entry, WAWF methods of document submission.

Electronic Data Interchange, or File Transfer Protocol.

(f) The Contractor shall use the following information when WAWF 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 following Document 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.

(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 financing, submit a commercial financing request.

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

[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 Data Table Document routing.

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 includes documentation Payment request.

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 the requirements Receiving report.

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.

(End of clause)

52.212-2 Evaluation-Commercial Products and Commercial Services. 2021-11

As prescribed in , the Contracting Officer may insert a provision substantially as follows:12.301(c)

Evaluation-Commercial Products and Commercial Services (Nov 2021)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

price________[Contracting Officer shall insert the significant evaluation factors, such as (i) technical capability of the item offered to meet the Government requirement; (ii) price; (iii) past performance (see FAR 15.304); and include them in the relative order of importance of the evaluation factors, such as in descending order of importance.]

Technical and past performance, when combined, are [Contracting Officer state, in accordance ____ with FAR 15.304, the relative importance of all other evaluation factors, when combined, when compared to price.]

(b) . The Government will evaluate offers for award purposes by adding the total price for all Options 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.

(End of provision)

52.212-3 Offeror Representations and Certifications-Commercial

Products and Commercial Services.

2024-05

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

Offeror Representations and Certifications-Commercial Products and Commercial Services (May 2024)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision.

(a) . As used in this provision-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.

Economically disadvantaged women-owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

Forced or indentured child labor means all work or service-

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

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

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

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

Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

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

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

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

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

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

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

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

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

(8) PSC 9610, Ores;

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

(10) PSC 9630, Additive Metal Materials.

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

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

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

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174).

Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate-

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

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

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

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

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

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

Sensitive technology-

(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 (SDVOSB) concern means a small business concern- (1)

(i) Not less than 51 percent of which is owned and controlled 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; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see subpart 19.14).

(3) , as used in this definition, means a veteran as defined in 38 U.S.C. 101Service-disabled veteran (2), with a disability that is service connected, as defined in 38 U.S.C. 101(16), and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs' Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that-

(1) Effective January 1, 2024, is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300; or

(2) Has represented that it is an SDVOSB concern in SAM and submitted a complete application for certification to SBA on or before December 31, 2023.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

Small business concern-

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation.

(2) , as used in this definition, means business concerns, one of whom directly or indirectly Affiliates controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

Small disadvantaged business concern, consistent with 13 CFR 124.1001, 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 ) by-13 CFR 124.105

(i) One or more socially disadvantaged (as defined at13 CFR 124.103) and economically disadvantaged (as defined at ) individuals who are citizens of the United States; and13 CFR 124.104

(ii) Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR124.104(c) (2); and

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

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

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name.

The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

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

(1) Not less than 51 percent of which is owned and controlled 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 least51 percent of the stock of which is owned by one or more women; and

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

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, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300.

(b)

(1) . Any changes provided by the Offeror in paragraph (b)Annual Representations and Certifications

(2) of this provision do not automatically change the representations and certifications in SAM.

(2) The offeror has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov. After reviewing SAM information, the Offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications-Commercial Products and Commercial Services, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard(s) applicable to the NAICS code(s) referenced for this solicitation), at the time this offer is submitted and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs .____

[Offeror to identify the applicable paragraphs at (c) through (v) of this provision that the offeror has completed for the purposes of this solicitation only, if any.

These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted electronically on SAM.]

(c) Offerors must complete the following representations when the resulting contract is for supplies to be delivered or services to be performed in the United States or its outlying areas, or when the contracting officer has applied part 19 in accordance with 19.000(b)(1)(ii). Check all that apply.

(1) . The offeror represents as part of its offer that-Small business concern

(i) It is, is not a small business concern; or

(ii) It is, is not a small business joint venture that complies with the requirements of 13 CFR 121.103(h) and 13 CFR 125.8(a) and (b). [ The offeror shall enter the name and unique entity identifier of each party to the

.]joint venture: ____________

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

(3) [SDVOSB concern. Complete only if the offeror represented itself as a veteran-owned small ] The offeror represents that itbusiness concern in paragraph (c)(2) of this provision.

is, is not an SDVOSB concern.

(4) . The offeror represents that itSDVOSB concern joint venture eligible under the SDVOSB Program is, is not an SDVOSB joint venture eligible under the SDVOSB Program that complies with the requirements of 13 CFR 128.402. [Complete only if the offeror represented itself as an SDVOSB concern

] [in paragraph (c)(3) of this provision. The offeror shall enter the name and unique entity identifier of .]each party to the joint venture: ____________

(5) Small disadvantaged business concern. [Complete only if the offeror represented itself as a small The offeror represents that itbusiness concern in paragraph (c)(1) of this provision.] is, is not a small disadvantaged business concern as defined in 13 CFR 124.1001.

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

(7) The offeror represents that itWOSB joint venture eligible under the WOSB Program.

is, is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [ The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____________

(8) The offeror Economically disadvantaged women-owned small business (EDWOSB) joint venture.

represents that it is, is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____________

Note to paragraphs (c)(9) and (10): Complete paragraphs (c)(9) and (10) only if this solicitation is expected to exceed the simplified acquisition threshold.

(9) ). [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

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

(10) . If this is an invitation for bid, small business Tie bid priority for labor surplus area concerns 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:____________

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

(i) It is, is not a HUBZone small business concern listed, on the date of this representation, as having been certified by SBA as a HUBZone small business concern in the Dynamic Small Business Search and SAM, and will attempt to maintain an employment rate of HUBZone residents of 35 percent of its employees during performance of a HUBZone contract (see 13 CFR 126.200(e)(1)); and

(ii) It is, is not a HUBZone joint venture that complies with the requirements of 13 CFR 126.616(a) through (c). [ The offeror shall enter the name and unique entity identifier of each party to the joint venture: ____ .] Each HUBZone small business concern participating in the HUBZone joint venture shall provide representation of its HUBZone status.

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

(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) . The offeror represents that-Affirmative Action Compliance

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

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

(e) Certification Regarding Payments to Influence Federal Transactions (31 http://uscode.house.gov/ . (Applies only if the contract is expected to exceed $150,000.) By submission of its offer, U.S.C. 1352) 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) . (Applies only if the clause at Federal Acquisition Regulation (FAR) Buy American Certificate 52.225-1, Buy American-Supplies, is included in this solicitation.)

(1)

(i) The Offeror certifies that each end product, except those listed in paragraph (f)(2) of this provision, is a domestic end product and that each domestic end product listed in paragraph (f)(3) of this provision contains a critical component.

(ii) The Offeror shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products. For those foreign end products that do not consist wholly or predominantly of iron or steel or a combination of both, the Offeror shall also indicate whether these foreign end products exceed 55 percent domestic content, except for those that are COTS items. If the percentage of the domestic content is unknown, select "no".

(iii) The Offeror shall separately list the line item numbers of domestic end products that contain a critical component (see FAR 25.105).

(iv) The terms "commercially available off-the-shelf (COTS) item," "critical 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 Exceeds 55% domestic content (yes/no)

[ ]List as necessary

(3) Domestic end products containing a critical component:

Line Item No. ____

[ ]List as necessary

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

(g)

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

(i)

(A) The Offeror certifies that each end product, except those listed in paragraph (g)(1)(ii) or (iii) of this provision, is a domestic end product and that each domestic end product listed in paragraph (g)(1)

(iv) of this provision contains a…