HDEC0410R0013.doc

Section SF 1449 - CONTINUATION SHEET

ADDENDUM TO 52.212-4

TERMS AND CONDITIONS – COMMERCIAL ITEMS

The following paragraphs have been changed/added to FAR 52.212-4 Terms and Conditions – Commercial Items.

1. Administrative Modifications:

The government may issue unilateral written modifications that do not affect the substantive rights of the parties. Examples of administrative modifications are corrections in the payment office address or changes to the accounting and appropriation data.

2. Payment Procedures:

Contract payments will be processed electronically via EFT through the Defense Finance and Accounting Service (DFAS). Prior to DFAS releasing any contract payment, the contractor must submit a proper invoice using Wide Area Work Flow (WAWF) electronic commerce. After a proper invoice is received, a Government representative will acknowledge acceptance and receipt. After all items are properly submitted, the contract payment will be processed via DFAS electronically.

The contractor must access the WAWF Vendor Tools on the DFAS website and complete the requirements to obtain an active WAWF account. This will allow the contractors to submit invoices via WAWF so that payments can be processed electronically through EFT.

For additional WAWF information, see clause 252.232-7003 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (MAR 2008).

Clause FAR 52.213-1, Fast Payment Procedure, applies only to shipments destined for locations outside the continental U.S. (See 5. below.)

3. Period of Performance:

Base Year:

August 1, 2010, or date of award if later, through July 31, 2011

Option Year 1:

August 1, 2011 through July 31, 2012

Option Year 2:

August 1, 2012 through July 31, 2013

Option Year 3: August 1, 2013 through July 31, 2014 Option Year 4: August 1, 2014 through July 31, 2015

4. Delivery:

Delivery orders will be issued and accessed through the Electronic Document Access System (EDA) http://eda.ogden.disa.mil. Contractors must complete the on-line registration available at the website in order to retrieve documents displayed there.

Delivery is required 30 days after receipt of delivery order. Delivery to commissaries shall be made between the hours of 7:00 am and 3:00 pm local time, Monday through Friday, excluding official Government Holidays. Delivery orders will contain the delivery location and any other necessary delivery instructions. The contractor can find the delivery address and points of contact information for each store at www.commissaries.com

5. Shipping:

Some delivery locations may require packaging and preparation for overseas shipment, but the contractor is responsible only for shipment to the port. Equipment destined for overseas shipment will be wrapped, blocked, and braced using best commercial practices so that the equipment arrives at destination without damage. Each Outside Continental United States (OCONUS) delivery order will include packing and marking instructions to the shipping port specified in the order. The contractor shall mark each shipment with the name of the contractor, contract number, and requisition number.

6. Be advised that this contract will be posted on http://www.commissaries.com/business/contracting.cfm at two distinct points during the procurement cycle:

(1) RECENT CONTRACT AWARDS - The first posting will take place immediately after the contract is awarded and will contain only the base year pricing.

(2) HISTORICAL PRICING – The second posting will take place when it is time for re-solicitation of an existing contract and will contain all CLINs and Sub-CLINs prices of the base period and all exercised options of the contract which is about to expire and is being re-solicited.

7. ECONOMIC PRICE ADJUSTMENT: Unit prices for steel components will be adjusted either upward or downward annually, approximately September 1, 2011, for the first adjustment, based on a contract start of August 1, 2010.

Adjustment Dates:

September 1, 2011, for the annual average of change in index points for the period August 1, 2010 through July 31, 2011. The baseline period shall be August 1, 2009 through July 31, 2010.

September 1, 2012, for the change for the period August 1, 2011 through July 31, 2012.

September 1, 2013 for the change for the period August 1, 2012 through July 31, 2013.

September 1, 2014 for the change for the period August 1, 2013 through July 31, 2014.

The adjustment period data will appear in August of each year for the period ending July 31 of each year.

The amount of change will be determined by applying the annual percent change (inflation factor) from the U.S. Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) Commodity Series ID: WPU101; Not Seasonally Adjusted; Group: Metals and Metal Products; Item: Iron and Steel. The tables can be accessed at www.bls.gov/data/ by clicking on Series Report, typing in the Series ID WPU101 for Iron and Steel Products. When the next page appears, select the applicable period report data. Then click on the Retrieve Data button at the bottom of the page. The percent change to be applied to each unit price to determine new pricing, will be arrived at using 50% of the change in index points from one 12-month period to the next, and converted to a percentage. The following is an example using the previous years’ data:

Annual Average, January 2007 - December 2008 246.40

Annual Average, January 2008 - December 2009 183.90

Change in index points

62.50

Percent change (62.50/246.40) 25%

Applicable % to contract prices 50%

Percent change to be applied to contract unit prices (25% x 50%) 12.5%

Previous unit price

$100.00

New unit price

$ 87.50

Since this change is greater than 5% for this particular period, there would be an adjustment in contract price.

Normal rules for rounding will apply. No adjustment will be made if the applicable percentage change is less than 5%. Contract unit prices will be adjusted upward to a maximum of 150 percent of the awarded unit price. The downward adjustment from the base price shall not exceed 30%. If the results of the price adjustment calculation specified herein should exceed the 150 percent ceiling, the Government may unilaterally raise the ceiling, provided such increase is consistent with the prevailing market conditions. Prices will be adjusted no more often than annually. The contractor shall provide the contracting officer revised pricing for the period two weeks following the published report. If the contractor does not provide adjusted prices by the required date, the government’s calculation of prices shall prevail.

ADDENDUM TO 52.212-1

INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS

I. SUBMISSION OF OFFERS: [(Reference Paragraph (b)]

a. The proposals are to be submitted to the Defense Commissary Agency, DO, Meat Division, Attn: DOM, 1300 E. Ave, Fort Lee, VA 23801-1800. No faxed, scanned or e-mailed copies will be accepted. The complete proposal with authorized representative’s signature must be received by the closing date and time. Offerors are also required to be registered in the Central Contractor’s Registration (CCR) database at http://ccr.gov.

b. Product Information: The Offerors shall submit descriptive literature, a matrix, or other information that demonstrates that the proposed products meet or exceed all the required generalized operating specifications of Commissary Equipment Descriptions (CED).

c. To obtain the complete specifications (referred to as Commissary Equipment Description, or CED) specified in each line item, follow the steps below.

1. Go to www.commissaries.com

2. Select the tab “About Us”

3. Select “Business with DECA”

4. Select “Equipment”

5. Select “Automated Commissary Equipment Descriptions” (ACED)

6. “Search for CED”

7. In “Search” enter the CED number

8. Click on the CED link twice

9. Press “Open” and the CED will open for viewing/printing

d. Offerors must have updated on-line representations completed via ORCA, http://orca.bpn.gov. The offeror only needs to complete paragraph (b) of FAR 52.212-3 and submit with their proposal.

e. Past Performance References: Submit at least 5 references; companies that you have conducted business with over the last five years for delivery of products that are similar to those listed in this solicitation. Provide by fax the following information for each reference to Willie Moye at 804-734-8009, press pause at least twice and then dial 76195 no later than May 6, 2010:

(1) Company Name and Address

(2) Point of Contact Name and Title

(3) Phone Number

(4) Facsimile Number

(5) E-Mail Address

(6) Description of Product Delivered

The references will be asked to provide information on your company’s past performance with regard to timeliness of delivery, quality, and business relations. The contracting officer will contact the references provided to obtain this information. Any other past performance information available to the contracting officer will also be considered.

f. Price: Offeror shall propose FOB destination pricing only. Provide your best price for each item.

II. The period for acceptance of offers is changed to 90 days.

52.212-2

EVALUATION – COMMERCIAL ITEMS (JAN 1999)

(a) The Government will award a firm-fixed price requirements type 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 will be used to evaluate offers:

1. Product Acceptability

2. Past Performance

(a) Timeliness

(b) Quality of Products

(c) Business Relations

3. Price

(b) Award will be made to the lowest-priced technically acceptable offeror per Group. Offerors will be determined to be technically acceptable if their proposed product is rated acceptable, and by receiving at least a good rating in each sub-factor of the past performance evaluation factor. For the proposed product to be acceptable, the offeror's product must meet or exceed the stated generalized operating specifications or salient characteristics of each CED. Total evaluated price will be determined per contract line item (CLIN), by applying each offeror’s unit price to the estimated quantity per sub-CLINs, and totaling all CLINs per Group for the base and option years for a total evaluated price. Proposal evaluation and contract award will be made by Groups. Two contract awards are possible.

(c) The evaluation of past performance will be an assessment based on a consideration of all relevant facts and circumstances. It will not be based on absolute standards of acceptable performance, but an offeror's overall past performance history. The Government is seeking to determine whether the offeror has consistently demonstrated a genuine concern for customer satisfaction, and timely delivery of quality goods. This determination is a matter of judgment.

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

(e) 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. The government reserves the right to award without discussions.

GROUP 1: BAKERY, MEAT, AND PRODUCE

FP-EPA

BASE YEAR: AUGUST 1, 2010 THROUGH JULY 31, 2011

FOB: Destination

EST. NET AMT

0001AA

CED 2B01

RACK, BAKERY, PAN COOLING

MAKE:

MODEL:

WARRANTY:

GROUP 1: BAKERY, MEAT, AND PRODUCE

0002AA

CED 2M03-A

RACK, DELIVERY AND STORAGE, MOBILE, 6 LUGS

MAKE:

MODEL:

0002AB

CED 2M03-B

RACK, DELIVERY AND STORAGE, MOBILE, 2 LUGS

MAKE:

MODEL:

0002AC

CED 2M11

CART, WIRE, BULK MOVER

MAKE:

MODEL:

0002AD

CED 2M12

UNIVERSAL CART, STAINLESS STEEL

MAKE:

MODEL:

0002AE

CED 2M13-A

PLATTER RACK, 10 TRAY, 18" PLATTERS

MAKE:

MODEL:

0002AF

CED 2M13-B

PLATTER RACK, 10 TRAY, 12" PLATTERS

MAKE:

MODEL:

GROUP 1: BAKERY, MEAT, AND PRODUCE

0003AA

CED 2P09

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

0003AB

CED 2P10

CART, STOCKING, WET PRODUCE

MAKE:

MODEL:

0003AC

CED 2P11

CART, STOCKING, WET TRANSPORT

MAKE:

MODEL:

0003AD

CED 2P13

RACK, PRODUCE CRISPING

MAKE:

MODEL:

GROUP 2: GROCERY AND RECEIVING

0004AA

CED 2G11-A

CART, STORE STOCKING "U-BOAT", STEEL DECK

MAKE:

MODEL:

0004AB

CED 2G11-E

CART, STOCK TRUCK, PLATFORM, 4 WHEEL

MAKE:

MODEL:

0004AC

CED 2G11-F

CART, STOCK TRUCK, PLATFORM, 6 WHEEL

MAKE:

MODEL:

0004AD

CED 2G11-H

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

GROUP 2: GROCERY AND RECEIVING

0005AA

CED 2R04-A

CART, RECEIVING, GROCERY DISTRIBUTION

MAKE:

MODEL:

0005AB

CED 2R04-B

CART, RECEIVING, PALLET CARRIER

MAKE:

MODEL:

0005AC

FP-EPA

PLATFORM TRUCK, HAND, NESTING

MAKE:

MODEL:

FP-EPA

OPTION YEAR 1: AUGUST 1, 2011 THROUGH JULY 31, 2012

1001AA

FP-EPA

RACK, BAKERY, PAN COOLING

MAKE:

MODEL:

FP-EPA

1002AA

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 6 LUGS

MAKE:

MODEL:

1002AB

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 6 LUGS

MAKE:

MODEL:

1002AC

FP-EPA

CART, WIRE, BULK MOVER

MAKE:

MODEL:

1002AD

FP-EPA

UNIVERSAL CART, STAINLESS STEEL

MAKE:

MODEL:

1002AE

FP-EPA

PLATTER RACK, 10 TRAY, 18" PLATTERS

MAKE:

MODEL:

1002AF

FP-EPA

PLATTER RACK, 10 TRAY, 12" PLATTERS

MAKE:

MODEL:

FP-EPA

1003AA

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

1003AB

FP-EPA

CART, STOCKING, WET PRODUCE

MAKE:

MODEL:

1003AC

FP-EPA

CART, STOCKING, WET TRANSPORT

MAKE:

MODEL:

1003AD

FP-EPA

RACK, PRODUCE CRISPING

MAKE:

MODEL:

FP-EPA

1004AA

FP-EPA

CART, STORE STOCKING "U-BOAT, STEEL DECK

MAKE:

MODEL:

1004AB

FP-EPA

CART, STOCK TRUCK, PLATFORM, FOUR WHEEL

MAKE:

MODEL:

NET AMT

1004AC

FP-EPA

CART, STOCK TRUCK, PLATFORM, SIX WHEEL

MAKE:

MODEL:

1004AD

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

FP-EPA

1005AA

FP-EPA

CART, RECEIVING, GROCERY DISTRIBUTION

MAKE:

MODEL:

1005AB

FP-EPA

CART, RECEIVING, PALLET CARRIER

MAKE:

MODEL:

1005AC

FP-EPA

PLATFORM TRUCK, HAND, NESTING

MAKE:

MODEL:

FP-EPA

OPTION YEAR 2: AUGUST 1, 2012 THROUGH JULY 31, 2013

2001AA

FP-EPA

RACK, BAKERY, PAN COOLING

MAKE:

MODEL:

FP-EPA

2002AA

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 6 LUGS

MAKE:

MODEL:

2002AB

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 6 LUGS

MAKE:

MODEL:

2002AC

FP-EPA

CART, WIRE, BULK MOVER

MAKE:

MODEL:

2002AD

FP-EPA

UNIVERSAL CART, STAINLESS STEEL

MAKE:

MODEL:

2002AE

FP-EPA

PLATTER RACK, 10 TRAY, 18" PLATTERS

MAKE:

MODEL:

2002AF

FP-EPA

PLATTER RACK, 10 TRAY, 12" PLATTERS

MAKE:

MODEL:

FP-EPA

2003AA

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

2003AB

FP-EPA

CART, STOCKING, WET PRODUCE

MAKE:

MODEL:

2003AC

FP-EPA

CART, STOCKING, WET TRANSPORT

MAKE:

MODEL:

2003AD

FP-EPA

RACK, PRODUCE CRISPING

MAKE:

MODEL:

FP-EPA

2004AA

FP-EPA

CART, STORE STOCKING "U-BOAT, STEEL DECK

MAKE:

MODEL:

2004AB

FP-EPA

CART, STOCK TRUCK, PLATFORM, FOUR WHEEL

MAKE:

MODEL:

NET AMT

2004AC

FP-EPA

CART, STOCK TRUCK, PLATFORM, SIX WHEEL

MAKE:

MODEL:

2004AD

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

FP-EPA

2005AA

FP-EPA

CART, RECEIVING, GROCERY DISTRIBUTION

MAKE:

MODEL:

2005AB

FP-EPA

CART, RECEIVING, PALLET CARRIER

MAKE:

MODEL:

2005AC

FP-EPA

PLATFORM TRUCK, HAND, NESTING

MAKE:

MODEL:

FP-EPA

OPTION YEAR 3: AUGUST 1, 2013 THROUGH JULY 31, 2014

3001AA

FP-EPA

RACK, BAKERY, PAN COOLING

MAKE:

MODEL:

FP-EPA

3002AA

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 6 LUGS

MAKE:

MODEL:

3002AB

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 2 LUGS

MAKE:

MODEL:

3002AC

FP-EPA

CART, WIRE, BULK MOVER

MAKE:

MODEL:

3002AD

FP-EPA

UNIVERSAL CART, STAINLESS STEEL

MAKE:

MODEL:

3002AE

FP-EPA

PLATTER RACK, 10 TRAY, 18" PLATTERS

MAKE:

MODEL:

3002AF

FP-EPA

PLATTER RACK, 10 TRAY, 12" PLATTERS

MAKE:

MODEL:

FP-EPA

3003AA

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

3003AB

FP-EPA

CART, STOCKING, WET PRODUCE

MAKE:

MODEL:

3003AC

FP-EPA

CART, STOCKING, WET TRANSPORT

MAKE:

MODEL:

3003AD

FP-EPA

RACK, PRODUCE CRISPING

MAKE:

MODEL:

FP-EPA

3004AA

FP-EPA

CART, STORE STOCKING "U-BOAT, STEEL DECK

MAKE:

MODEL:

3004AB

FP-EPA

CART, STOCK TRUCK, PLATFORM, FOUR WHEEL

MAKE:

MODEL:

NET AMT

3004AC

FP-EPA

CART, STOCK TRUCK, PLATFORM, SIX WHEEL

MAKE:

MODEL:

3004AD

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

FP-EPA

3005AA

FP-EPA

CART, RECEIVING, GROCERY DISTRIBUTION

MAKE:

MODEL:

3005AB

FP-EPA

CART, RECEIVING, PALLET CARRIER

MAKE:

MODEL:

3005AC

FP-EPA

PLATFORM TRUCK, HAND, NESTING

MAKE:

MODEL:

FP-EPA

OPTION YEAR 4: AUGUST 1, 2014 THROUGH JULY 31, 2015

4001AA

FP-EPA

RACK, BAKERY, PAN COOLING

MAKE:

MODEL:

FP-EPA

4002AA

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 6 LUGS

MAKE:

MODEL:

4002AB

FP-EPA

RACK, DELIVERY AND STORAGE, MOBILE, 2 LUGS

MAKE:

MODEL:

4002AC

FP-EPA

CART, WIRE, BULK MOVER

MAKE:

MODEL:

4002AD

FP-EPA

UNIVERSAL CART, STAINLESS STEEL

MAKE:

MODEL:

4002AE

FP-EPA

PLATTER RACK, 10 TRAY, 18" PLATTERS

MAKE:

MODEL:

4002AF

FP-EPA

PLATTER RACK, 10 TRAY, 12" PLATTERS

MAKE:

MODEL:

FP-EPA

OPTION YEAR 4:: AUGUST 1, 2014 THROUGH JULY 31, 2015

4003AA

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

4003AB

FP-EPA

CART, STOCKING, WET PRODUCE

MAKE:

MODEL:

4003AC

FP-EPA

CART, STOCKING, WET TRANSPORT

MAKE:

MODEL:

4003AD

FP-EPA

RACK, PRODUCE CRISPING

MAKE:

MODEL:

FP-EPA

4004AA

FP-EPA

CART, STORE STOCKING "U-BOAT, STEEL DECK

MAKE:

MODEL:

4004AB

FP-EPA

CART, STOCK TRUCK, PLATFORM, FOUR WHEEL

MAKE:

MODEL:

NET AMT

4004AC

FP-EPA

CART, STOCK TRUCK, PLATFORM, SIX WHEEL

MAKE:

MODEL:

4004AD

FP-EPA

CART, STOCKING AND PRODUCE

MAKE:

MODEL:

FP-EPA

4005AA

FP-EPA

CART, RECEIVING, GROCERY DISTRIBUTION

MAKE:

MODEL:

4005AB

FP-EPA

CART, RECEIVING, PALLET CARRIER

MAKE:

MODEL:

4005AC

FP-EPA

PLATFORM TRUCK, HAND, NESTING

MAKE:

MODEL:

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.204-4500

INSTALLATION ACCESS REQUIREMENTS (DEC 2001)

The contractor is responsible for ensuring compliance with installation access procedures for both personnel and vehicles.

CLAUSES INCORPORATED BY FULL TEXT

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (DEC 2008)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that-

(i) The Offeror and/or any of its Principals-

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

(B) 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 public (Federal, state, or local) 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; and

(C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision.; and

(D) Have [ballot], have not [ballot], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent if both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 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.

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

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has ( ) has not ( ), within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment; and similar positions).

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

(End of provision)

CLAUSES INCORPORATED BY FULL TEXT

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (AUG 2009) ALTERNATE I (APR 2002)

An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically at http://orca.bpn.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (b) through (i) of this provision.

(a) Definitions. As used in this provision:

"Emerging small business" means a small business concern whose size is no greater than 50 percent of the numerical size standard for the NAICS code designated.

"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.

Inverted domestic corporation means a foreign incorporated entity which is treated as an inverted domestic corporation under 6 U.S.C. 395(b), i.e., a corporation that used to be incorporated in the United States, or used to be a partnership in the United States, but now is incorporated in a foreign country, or is a subsidiary whose parent corporation is incorporated in a foreign country, that meets the criteria specified in 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 Federal Supply Classes (FSC) 1000-9999, except—

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

(2) Federal Supply Group (FSG) 87, Agricultural Supplies;

(3) FSG 88, Live Animals;

(4) FSG 89, Food and Related Consumables;

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

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

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

(8) FSC 9610, Ores;

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

(10) FSC 9630, Additive Metal Materials.

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

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate--

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

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

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

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

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

(6) Have been voluntarily suspended.

Service-disabled veteran-owned small business concern--

(1) Means a small business concern--

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

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

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

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

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

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

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

"Women-owned small business concern" means a small business concern--

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

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

"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 the stock of which is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

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

(2) The offeror has completed the annual representations and certifications electronically via the ORCA website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications--Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs ----------.

(Offeror to identify the applicable paragraphs at (c) through (n) 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 on ORCA.]

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

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

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

(3) Service-disabled veteran-owned small business concern. (Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.) The offeror represents as part of its offer that it ( ) is, ( ) is not a service-disabled veteran-owned small business concern.

(4) Small disadvantaged business concern. (Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.) The offeror represents, for general statistical purposes, that it ( ) is, ( ) is not a small disadvantaged business concern as defined in 13 CFR 124.1002.

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

Note: Complete paragraphs (c)(6) and (c)(7) only if this solicitation is expected to exceed the simplified acquisition threshold.

(6) Women-owned business concern (other than small business concern). (Complete only if the offeror is a women-owned business concern and did not represent itself as a small business concern in paragraph (c)(1) of this provision.) The offeror represents that it ( ) is, a women-owned business concern.

(7) Tie bid priority for labor surplus area concerns. If this is an invitation for bid, small business offerors may identify the labor surplus areas in which costs to be incurred on account of manufacturing or production (by offeror or first-tier subcontractors) amount to more than 50 percent of the contract price:

(8) Small Business Size for the Small Business Competitiveness Demonstration Program and for the Targeted Industry Categories under the Small Business Competitiveness Demonstration Program. (Complete only if the offeror has represented itself to be a small business concern under the size standards for this solicitation.)

(i) (Complete only for solicitations indicated in an addendum as being set-aside for emerging small businesses in one of the designated industry groups (DIGs).) The offeror represents as part of its offer that it ( ) is, ( ) is not an emerging small business.

(ii) (Complete only for solicitations indicated in an addendum as being for one of the targeted industry categories (TICs) or designated industry groups (DIGs).) Offeror represents as follows:

(A) Offeror's number of employees for the past 12 months (check the Employees column if size standard stated in the solicitation is expressed in terms of number of employees); or

(B) Offeror's average annual gross revenue for the last 3 fiscal years (check the Average Annual Gross Number of Revenues column if size standard stated in the solicitation is expressed in terms of annual receipts).

(Check one of the following):

Average Annual

Number of Employees Gross Revenues

___ 50 or fewer ___ $1 million or less

___ 51 - 100 ___ $1,000,001 - $2 million

___ 101 - 250 ___ $2,000,001 - $3.5 million

___ 251 - 500 ___ $3,500,001 - $5 million

___ 501 - 750 ___ $5,000,001 - $10 million

___ 751 - 1,000 ___ $10,000,001 - $17 million

___ Over 1,000 ___ Over $17 million

(9) (Complete only if the solicitation contains the clause at FAR 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns or FAR 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting, and the offeror desires a benefit based on its disadvantaged status.)

(i) General. The offeror represents that either--

(A) It ( ) is, ( ) is not certified by the Small Business Administration as a small disadvantaged business concern and identified, on the date of this representation, as a certified small disadvantaged business concern in the database maintained by the Small Business Administration (PRO-Net), and that no material change in disadvantaged ownership and control has occurred since its certification, and, where the concern is owned by one or more individuals claiming disadvantaged status, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); or

(B) It ( ) has, ( )( has not submitted a completed application to the Small Business Administration or a Private Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control has occurred since its application was submitted.

(ii) Joint Ventures under the Price Evaluation Adjustment for Small Disadvantaged Business Concerns. The offeror represents, as part of its offer, that it is a joint venture that complies with the requirements in 13 CFR 124.1002(f) and that the representation in paragraph (c)(9)(i) of this provision is accurate for the small disadvantaged business concern that is participating in the joint venture. (The offeror shall enter the name of the small disadvantaged business concern that is participating in the joint venture: ____________.)

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

(i) It ( ) is, ( ) is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUBZone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR part 126; and

(ii) It ( ) is, ( ) is not a 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 the HUBZone small business concern or concerns that are participating in the joint venture. (The offeror shall enter the name or names of the HUBZone small business concern or concerns that are participating in the joint venture:____________.) Each HUBZone small business concern participating in the joint venture shall submit a separate signed copy of the HUBZone representation.

(11) (Complete if the offeror has represented itself as disadvantaged in paragraph (c)(4) or (c)(9) of this provision.) (The offeror shall check the category in which its ownership falls):

____Black American.

____Hispanic American.

____Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).

____Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust Territory of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).

____Subcontinent Asian (Asian-Indian) American (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).

____Individual/concern, other than one of the preceding.

(d) Certifications and representations required to implement provisions of Executive Order 11246--

(1) Previous Contracts and Compliance. The offeror represents that--

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

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

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

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

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

(e) Certification Regarding Payments to Influence Federal Transactions (31 U.S.C. 1352). (Applies only if the contract is expected to exceed $100,000.) By submission of its offer, the offeror certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person…