M00264-23-Q-0064.pdf

SEE ADDENDUM

( No Col lect Cal ls )

M0026423Q0064 06-Apr-2023

b. TELEPHONE NUMBER

(703) 784-2806

8. OFFER DUE DATE/LOCAL TIME

11:00 AM 19 Apr 2023

5. SOLICITATION NUM BER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

( SIGNATURE OF CONTRACTING OFFICER)

ADDENDA X ARE

26. TOTAL AWARD AMOUNT (For Gov t . Use Only)

23.

CODE 10. TH IS ACQUISI TION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

M002649. ISSUED BY

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK

7. FOR SOLICITATION

INFORMATION CALL:

a. NAM E

GENIA FOUTS

2. CONTRACT NO. 3 . AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

1 27a. SOLI CI TATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52. 212-3. 52.212-5 ARE ATTACHED.X

25. ACCOUNTING AND APPROPRI ATION DATA

1. REQUISITION NUMBER

20.

ADDI TIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

M 540043301733

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52. 212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

(BLOCK 5), INCLUDI NG ANY ADDITI ONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO I TEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THI S DOCUMENT AND RETURN

% FOR:SET ASI DE:UNRESTRICTED OR X

SMALL BUSINESSX

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

MCINCR - RCO

2010 HENDERSON RD

GENIA FOUTS

QUANTI CO VA 22134-5001

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

12. DI SCOUNT TERMS11. DELIVERY FOR FOB DESTI NA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLIC ITATION

RFQ IFB RFPX

(703) 784-1912FAX:

TEL: (703) 784-2806

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$21,500,000

NAICS:

541611

OFFER DATED

29. AW ARD OF CONTRACT: REF.

DELIVER ALL ITEMS SET FORTH OR OTHERWI SE IDENTIFI ED ABOVE AND ON ANY

COPI ES TO ISSUI NG OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN- OWNED

SM ALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF48

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEI VED INSPECTED

32b. SIGNATURE OF AUTHORI ZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATI VE

32e. MAILI NG ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORI ZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FI NALPARTIALCOMPLETE

36. PAY MENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHI P NUMBER

PARTI AL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAY MENT

41b. SIGNATURE AND TITLE OF CERTIFYI NG OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC 'D (YY/ MM/DD) 42d. TOTAL CONTAI NERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

M0026423Q0064

Section SF 1449 - CONTINUATION SHEET

Performance Work Statement (PWS) Royalty Auditing Services for the USMC Trademark Licensing Office

1.0 Background.

The United States Marine Corps (USMC) Trademark Licensing Office (TMLO) is responsible for registering trademarks, licenses commercial companies, conducts enforcement and educates trademark users worldwide to protect and enhance the Marine Corps brand in the commercial marketplace.

To promote a positive and strong trademark licensing program, all officially licensed products must adhere to the requirements set in the USMC Trademark License Agreement. These standards regulate the usage of Marine Corps trademarks, help USMC products sell better, prevent infringement, and provides tracking for the Trademark Licensing Office to use for enforcement/auditing purposes.

Licensees are granted the use of names, symbols, designs, logos, artwork, copyrights, trade dress and trademarks pertaining to the USMC in the sale of commercial products.

2.0 Scope/Objectives.

2.1 This requirement is for royalty auditing of a licensee's compliance to be conducted on behalf of the USMC Trademark Licensing Office. For the purpose of this requirement, one (1) royalty audit is required per year (ONE AUDIT = ONE LICENSEE). The royalty audit will be conducted on sales records of commercial business and merchandise.

2.2 The objective for this requirement is to select a trademark licensing royalty auditing partner to conduct audits on its behalf with industry standards as it relates to trademark licensing agreements.

3.0 Requirements.

3.1 Royalty Audit services must include an inspection of books and records of sales that determines whether a Licensee (user of a USMC owned trademark) is paying the Licensor (USMC) the correct amount of royalty or licensing fees and the selling of approved products through approved distribution channels and approved manufacturers. The Licensor and Licensee have each entered into an agreement regarding use of USMC owned trademarks. The agreement has explicit audit rights by the licensor to check that royalties and other agreements terms are being adhered to correctly.

3.2 The audit services must include analysis, assessment, and reporting of the Licensees’ compliance with both financial and non-financial terms and conditions of their respective license agreement(s) between the USMC and Licensee.

3.3 The performance of the audit services for each Licensee audit will consist of the following key phases:

a. Pre-Fieldwork: The contractor shall obtain all sales documentation from the Licensee for last five (5) years (from the start of the audit) and will show sales listed quarterly.

The USMC TMLO will provide historical sale and reporting documentation to assist with validating truthfulness of sales by the company.

The USMC TMLO will provide licensing agreement for all years being audited.

b. Fieldwork: The Contractor shall examine all sales and documentation provided by the Licensee and USMC TMLO to determine all unreported sales and unapproved products based on the licensee agreement / reporting procedures agreed upon.

Post-Fieldwork / Audit Completion / Client Meetings: The Contractor shall provide all findings, will be provided to Licensee to review, and provide any supporting documentation, as required, to validate the findings by the auditor.

Once the Licensee has reviewed and agreed with the findings, the USMC TMLO Director and auditor will review the findings and agreement to determine what dollar amount will be owed based on historical reporting from the company.

Meeting: Meetings will be conducted upon request.

c. Settlement (table below): After all parties have come to an agreement on the final settlement, the settlement will include a total dollar amount reflecting all unreported sales, unapproved products sold, interest, and cost of examination found by the royalty auditor with comments from the Licensee and the auditor.

d. A Claim indicates the final settlement amount will be paid by the Licensee. Agreement terms are between USMC TMLO, Licensee, and auditor. Once settlement has been finalized, USMC TMLO will submit a request to have an invoice generated by Centralized Receivable Services (CRS) to all the licensees to pay dues via Pay.gov (program of the United States Department of the Treasury, Bureau of the Fiscal Service). An example of an Audit Settlement Report is provided in Section 5.

The Auditor checklist.

Make contact with TMLO to verify the licensee that will be audited.

Obtain licensee contact information.

Obtain five (5) years of royalty documentation, to include royalty reports submitted, artwork submissions, distribution channels, royalties paid, and license agreements from TMLO dating back five (5) years from the start of the audit.

Notify licensee that audit will be performed as an inspection of books and records of sales that determines whether a licensee (user of a USMC owned trademark) is paying the licensor (USMC) the correct amount of royalty or licensing fees.

Obtain five (5) years of sales documentation from licensee dating back five (5) years from the start of the audit.

Examine all sales and documentation provided by the company and USMC TMLO to determine all unreported sales and unapproved products based on the licensee agreement / reporting procedures agreed upon.

All findings will be provided to company to review and provide any supporting documentation (as required) to validate the findings by the auditor.

Once the Licensee has reviewed and agreed with the findings, the USMC TMLO Director and auditor will review the findings and agreement to determine what dollar amount will be owed based on historical reporting from the company.

All meetings will be conducted upon request.

All parties will come to an agreement to finalize the Summary Letter.

A Summary Letter will be provided to all parties to conclude the auditor’s audit report.

4.0 Place of Performance.

4.1 Most of the work will be performed electronically via telecommunication measures. However, traveling to Licensee’s place of business (CONUS) may be necessary. If travel is required, the auditor shall consider cost of travel based on the contract's fix firm price of audit costs. No additional funding will be provided to an auditor to cover travel costs other than what is agreed upon in the contract.

4.2 Comprehensive and auditable records will likely be kept at the Licensee location.

4.3 The Contractor shall conduct a professional audit and travel/fieldwork may be necessary to complete a thorough finding.

4.4 The Contractor shall be knowledgeable of trademark licensing royalty audits and shall be able to determine how much onsite work is required.

5.0 Deliverables.

5.1 The Contractor shall provide a Final Settlement Report. See the below sample.

USMC / Licensee Name

Audit Settlement

As Per Audit Report

Response from Company Name

Updated

Para. Description Sch. Claim Comments by Licensee

Name Auditor Comments Claim

(e.g., Agree on claim/Disagree and include explanation)

Date $

Unreported Sales

Company Name identified several items they assert should be removed from the findings for the following reasons:

(1) Pet products produced prior to 2018 were sold without a USMC trademark

(2) Royalty Exclusive Insignia Uniform items

(3) USMC unit specific designs sold with products that were not included in the license until 2017

(4) Miscoded item numbers on the royalty reports used during the audit caused certain items not to match in testing

We agree with the items (2) and (4) and have removed them from the claim.

Regarding the other items:

(1) Please provide product images for the following product numbers prior to 2018 so we can verify whether these products were royalty bearing:

Item # 1111 Item # 1114

(3) Regardless of whether the USMC unit specific designs were included in the license agreement, Company Name still sold items using USMC designs and trademarks without having that license.

All items incorporating USMC licensed trademarks were royalty bearing.

Sales of Unapproved Products

2 $

Company Name asserted that due to an issue with the data submitted during fieldwork, several Mug sku's were combined under the product number XXXX. However, there were no sales during the audit period of this sku.

We reviewed both the company wide sales reports provided and the PDF royalty reports for a sample of quarters, and found that Company Name was correct, the sku number XXXX only appeared on the sales reports Company Name submitted to us during the audit.

Our testing was based completely on this set of data.

Therefore, while we agree that there were no unapproved sales based on our original sample, we would like to review a revised set of sales reports with the product numbers updated and select a new sample to test.

TBD

Excess Returns

3 $ TBD

7 Interest 4 $ TBD Updated to reflect changes in schedule 2 above

Promotion Commitment Shortfall

5 $ TBD

Sales to Prohibited Retailers

6 $ TBD

Interest & Penalties Due on Findings

7 $ TBD

Cost of Examination

8 $ TBD

Based on the revised findings, the COE was still payable by Company Name

Total $ $

6.0 Required Information.

6.1 The Contractor shall provide details of any Trademark Licensing Royalty Audits performed by their company within the last three (3) years that is relevant to this PWS. This information must indicate any relevant trademark licensing royalty audits performed in either or both the government and private sector. Contractors lacking specialized trademark licensing royalty auditing experience will not be considered.

6.2 The Contractor shall provide two (2) client references. All references must have a comparable profile to other Brand owners with similar trademark licensing programs.

6.3 The Government will not contact a client reference without the Contractor approval.

6.4 The Contractor shall provide a High-Level Plan on how they conduct trademark licensing royalty audits services in accordance with industry standards. This plan must include the following:

· a. Description of how service will be performed and details of tasks to be undertaken. Process of the trademark licensing royalty audit must be included from start to finish.

· b. Details and the experience level of personnel to carry out the audit services. No more than a few paragraphs on each key person, detailing relevant experience and trademark licensing royalty auditing expertise.

7.0 Audit Request.

7.1 One (1) Royalty Audit request will be completed within 365 days of the start of the option year. Audit requests will be provided at the start of each option year to allow the auditor the full 365 days to complete the audit.

8.0 Period of Performance.

8.1 The Period of Performance is one (1) twelve-month base year and four (4) twelve-month option periods.

FAR 52.212-1 ADDENDUM: INSTRUCTIONS TO QUOTERS--COMMERCIAL ITEMS

GENERAL INTENTION. Marine Corps Installations National Capital Region (MCINCR) has a commercial requirement for Trademark Royalty Audit Services. In accordance with FAR Parts 12 and 13, the MCINCR- Regional Contracting Office is issuing a commercial solicitation for the acquisition of such services. Required specifications are listed in Schedule of Services within this solicitation.

CUSTOMER: Trademark Licensing Office (TMLO) Contact information will be provided at time of award

PROCUREMENT APPROACH. The Contractor’s quoted item descriptions shall reflect the characteristics and level of quality that will satisfy the Government’s need as described in the Schedule of Services. A single firm-fixed price award will be issued, and it is the Government’s intent to award on an “all-or-none” basis to satisfy this requirement. The Government reserves the right to issue no award at all resulting from this solicitation.

PAYMENT TERMS. NET 30. Invoices must be submitted via the Wide Area Workflow (WAWF) in accordance with DFARS 252.232-7006 which is included in this solicitation.

REQUIRED DELIVERY/PERIOD OF PERFORMANCE. The Government requires a period of performance of 1 August 2023 to 31 July 2024, and four twelve-month option periods, to be exercised at the Government’s discretion (see FAR 52.217-9, Option to Extend the Term of the Contract). The anticipated period of performance is as follows:

BASE PERIOD 1 August 2023 - 31 July 2024 OPTION PERIOD ONE 1 August 2024 - 31 July 2025 OPTION PERIOD TWO 1 August 2025 - 31 July 2026

OPTION PERIOD THREE 1 August 2026 - 31 July 2027

OPTION PERIOD FOUR 1 August 2027 - 31 July 2028

The Government intends to make a single award Firm Fixed Price (FFP) award with FFP CLINs for one, (1) twelve-month base period, plus four (4), twelve (12) month option periods, to be exercised at the discretion of the Government (see FAR 52.217-9, Option to Extend the Term of the Contract). The Government makes no guarantee that the option periods will be exercised. It will be the Government’s unilateral right to exercise any option periods providing that the Notice of Intent is provided to the contractor within the time specified in FAR 52.217-9 of the contract and, once option periods are exercised; the Contractor is required to perform the work when ordered during the scheduled period of performance of the award.

Note: Vendor will not be paid in advance for the four (4) twelve-month Option Periods. Due to fiscal law, the Government is prohibited from paying in advance and obligating for more than 12 months. As a result, the twelve-month Option periods are not guaranteed, and the Government may choose not to exercise the Options for any reason.

Additionally, the established prices at award cannot be changed post-award. The successful quoter will not be able to request an increase to price after award has been made. If quoters have identified that the manufacturer will not allow resellers to quote Options, quoters shall notify the contract specialist immediately during the solicitation phase, so that an Amendment may be issued removing the Option Periods.

TECHNICAL COMPLIANCE. To ensure technical compliance:

a. To ensure technical compliance the quoter must clearly demonstrate an understanding of and an ability to meet all of the requirements set forth in the RFQ’s Performance Work Statement (PWS). The quote shall provide sufficient detail to substantiate the validity of all statements. Quoters should identify, state their company has/can meet the standard industry experience and knowledge to conduct trademark licensing royalty audits.

b. Clearly state whether the quoter can meet the required period of performance. Vendors who cannot meet the required period of performance will not be considered technically acceptable.

c. All quotes shall include the required information set forth in the Performance Work Statement (PWS) section 6.0.

d. All offerors must have completed the required annual representations and certifications in the System for Award Management (SAM) for FAR 52.204-26 Covered Telecommunications Equipment or Services –Representation and DFARS 252.204-7016 Covered Defense Telecommunications Equipment or Services Representation OR complete paragraph (d)(2) within the provision at 52.204-24 and Representation in DFARS 252.204-7017 accessed through https://www.sam.gov. It is recommended to copy and paste the provision in a separate word document and include it with quote.

e. A small business joint venture offeror must submit, with its offer, the representation required in paragraph (c) of FAR solicitation provision 52.212-3, Offeror Representations and Certifications- Commercial Products and Commercial Services, and paragraph (c) of FAR solicitation provision 52.219-1, Small Business Program Representations, in accordance with 52.204-8(d) and 52.212-3(b) for the following categories:

(A) Small business;

(B) Service-disabled veteran-owned small business;

(C) Women-owned small business (WOSB) under the WOSB Program;

(D) Economically disadvantaged women-owned small business under the WOSB Program; or

(E) Historically underutilized business zone small business.

It is highly recommended to paste the provisions in a separate Word document, complete the representation, and submit along with the quote in lieu of completing the representations in the SF 1449.

SUBMISSION OF QUOTES. Quotes shall be submitted no later than the time and date specified on Block 8 of page 1 of the SF1449 solicitation. Quotes shall be submitted electronically via electronic mail (e-mail) to Ms. Genia Fouts at genia.fouts@usmc.mil. Vendors are responsible for ensuring their quotes have been received by the Contract Specialist, Ms. Genia Fouts via email by the date and time specified in Block 8 on Page 1 of this solicitation. Delivery delays that cause a quote to be late are not the responsibility of the Government agency.

Quoters shall provide their full business name and any business names as certified in the mandatory System for Award Management at www.sam.gov. Quotes shall also include a vendor point of contact information (name, phone, and email), Cage Code, Data Universal Numbering System (DUNS) number and Tax ID (TIN/EIN) number.

(End of provision)

52.212-2 ADDENDUM

EVALUATION – COMMERCIAL ITEMS

EVALUATION.

The provision at 52.212-2, Evaluation-Commercial Items, applies to this acquisition as follows:

(a) The Government will award a contract resulting from this solicitation to the responsible quoter/offeror (Contractor) whose quote/offer conforming to the solicitation will be most advantageous to the Government.

(a)(1) The basis for award is PRICE AND OTHER FACTORS per FAR 13.106-1(a)(2).

(a)(2) Evaluation procedures per FAR 13.106-2(b)

All quotations or offers will be ranked in order of lowest price to highest price. The following factors shall be used to evaluate Quotes:

1. Conforming to all matters with respect to the solicitation:

Quotes/Quoters must clearly demonstrate the quoted items meet or exceed the salient characteristics or extended description of supplies/services; must address each general and performance requirement with respect to the Performance Work Statement, Statement Of Work or Statement Of Objectives; must specify delivery dates; and must meet all the terms and conditions of the solicitation.

2. Past Performance:

The apparent successful, prospective contractor shall have satisfactory past performance. Past Performance shall be evaluated in accordance with FAR 13.106-2(b)(3)(ii) and DFARS 213.106-2(b)(i).

3. Price:

In accordance with FAR 13.106-3(a), before making the award, the Contracting Officer will determine that the apparent successful, prospective contractor proposed price is fair and reasonable.

Completeness and Accuracy. The Government will review the quotes for completeness and accuracy. A determination will be made as to whether the Quoter properly completed the pricing tables. The Quoter’s quote will be checked for mathematical correctness to include the following:

1) Checking arithmetic in all computations; and

2) Ensuring all prices are summarized correctly; and

3) All prices quoted are no more than two decimal spaces.

The Government intends to evaluate quotes and award a contract without discussions with vendors. Vendors should not expect requests for clarification or additional information from the Government. Award will be based on the initial evaluation of quotes received in response to the solicitation. Therefore, quoters are cautioned that their initial quotes should contain their best terms from a technical and price standpoint. However, the Government reserves the right to conduct discussions with vendors if later determined by the Contracting Officer to be necessary. The Government may reject any or all quotes if such action is in the public interest; and may waive informalities and minor irregularities in quotes received.

(End of provision)

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Each Royalty Auditing

FFP

Trademark royalty audit of licensee. Please see PWS.

FOB: Destination

PURCHASE REQUEST NUMBER: M540043301733

PSC CD: R704

NET AMT

1001 1 Each OPTION Royalty Auditing

FFP

Trademark royalty audit of licensee. Please see PWS.

FOB: Destination

2001 1 Each OPTION Royalty Auditing

FFP

Trademark royalty audit of licensee. Please see PWS.

3001 1 Each OPTION Royalty Auditing

FFP

Trademark royalty audit of licensee. Please see PWS.

4001 1 Each OPTION Royalty Auditing

FFP

Trademark royalty audit of licensee. Please see PWS.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 1001 Destination Government Destination Government 2001 Destination Government Destination Government 3001 Destination Government Destination Government 4001 Destination Government Destination Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-AUG-2023 TO

31-JUL-2024

N/A N/A

1001 POP 01-AUG-2024 TO

31-JUL-2025

2001 POP 01-AUG-2025 TO

31-JUL-2026

3001 POP 01-AUG-2026 TO

31-JUL-2027

4001 POP 01-AUG-2027 TO

31-JUL-2028

CLAUSES INCORPORATED BY REFERENCE

52.203-18 Prohibition on Contracting With Entities That Require Certain

Internal Confidentiality Agreements or Statements-- Representation

JAN 2017

52.204-7 System for Award Management OCT 2018 52.204-13 System for Award Management Maintenance OCT 2018 52.204-16 Commercial and Government Entity Code Reporting AUG 2020 52.204-17 Ownership or Control of Offeror AUG 2020 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-22 Alternative Line Item Proposal JAN 2017 52.204-24 Representation Regarding Certain Telecommunications and

Video Surveillance Services or Equipment

NOV 2021

52.204-26 Covered Telecommunications Equipment or Services-- Representation.

OCT 2020

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

MAR 2023

52.212-2 Evaluation - Commercial Items NOV 2021 52.212-4 Contract Terms and Conditions--Commercial Products and

Commercial Services

DEC 2022

52.219-1 Alt I (Dev) Small Business Program Representations (Deviation 2023- O0002) Alternate I

SEP 2015

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-- Representation and Certifications.

JUN 2020

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

MAR 2023

252.203-7000 Requirements Relating to Compensation of Former DoD Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights DEC 2022 252.203-7005 Representation Relating to Compensation of Former DoD

Officials

SEP 2022

252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

JAN 2023

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

JAN 2023

252.204-7016 Covered Defense Telecommunications Equipment or Services -- Representation

DEC 2019

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

MAY 2021

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

JAN 2023

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.225-7001 Buy American And Balance Of Payments Program--Basic JAN 2023 252.225-7002 Qualifying Country Sources As Subcontractors MAR 2022 252.225-7048 Export-Controlled Items JUN 2013 252.225-7972 (Dev) Prohibition on the Procurement of Foreign-Made Unmanned

Aircraft Systems (DEVIATION 2020-O0015)

MAY 2020

252.225-7973 (Dev) Prohibition on the Procurement of Foreign-Made Unmanned Aircraft Systems - Representation (DEVIATION 2020- O0015)

MAY 2020

252.225-7974 (Dev) Representation Regarding Business Operations with the Maduro Regime (DEVIATION 2020-O0005)

FEB 2020

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.244-7000 Subcontracts for Commercial Products or Commercial

Services

JAN 2023

CLAUSES INCORPORATED BY FULL TEXT

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (DEVIATION 2023-O0002) (DEC 2022) ALTERNATE I (OCT 2014)

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

(a) Definitions. As used in this provision - Covered telecommunications equipment or services has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

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

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

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

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

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

Service-disabled veteran-owned small business concern -

(1) Means a small business concern -

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

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

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

Small business concern –

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

CFR 121.103.

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

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

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

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $850,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

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

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

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term “successor” does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

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

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

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

Women-owned business concern means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

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

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

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

(2) The offeror has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov. After reviewing SAM information, the Offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications - Commercial 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) Small business concern. The offeror represents as part of its offer that -

(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 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 -

(i) It [ ___ ] is, [ ___ ] is not a service-disabled veteran-owned small business concern; or

(ii) It [ ___ ] is, [ ___ ] is not a joint venture that complies with the requirements of 13 CFR 125.18(b)(1) and (2).

[The offeror shall enter the name and unique entity identifier of each party to the joint venture: ___ .] Each service-disabled veteran-owned small business concern participating in the joint venture shall provide representation of its service-disabled veteran-owned small business concern status.

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

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

(6) WOSB joint venture eligible under the WOSB Program. The offeror 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: ___ .]

(7) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The offeror 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)(8) and (9):

Complete paragraphs (c)(8) and (9) only if this solicitation is expected to exceed the simplified acquisition threshold.

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

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

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

(i) It [ ___ ] is, [ ___ ] is not a HUBZone small business concern listed, on the date of this representation, 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.

(11) (Complete if the offeror has represented itself as disadvantaged in paragraph (c)(4) of this provision.)

[ ___ ] Black American.

[ ___ ] Hispanic American.

[ ___ ] Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).

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

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

[ ___ ] Individual/concern, other than one of the preceding.

(d) Representations required to implement provisions of Executive Order 11246 -

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

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

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

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

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

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

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

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

(1)(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.

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

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

(i)(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 critical component.

(B) The terms “Bahrainian, Moroccan, Omani, Panamanian, or Peruvian end product,” “commercially available off-the-shelf (COTS) item,” “critical component,” “domestic end product,” “end product,” “foreign end product,” “Free Trade Agreement country,” “Free Trade Agreement country end product,” “Israeli end product,” and “United States” are defined in the clause of this solicitation entitled “Buy American - Free Trade Agreements - Israeli Trade Act.”

(ii) The Offeror certifies that the following supplies are Free Trade Agreement country end products (other than Bahrainian, Moroccan, Omani, Panamanian, or Peruvian end products) or Israeli end products as defined in the clause of this solicitation entitled “Buy American - Free Trade Agreements - Israeli Trade Act.”

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

Line Item No. Country of origin

(iii) The Offeror shall list those supplies that are foreign end products (other than those listed in paragraph (g)(1)(ii) of this provision) as defined in the clause of this solicitation entitled “Buy American - Free Trade Agreements - Israeli Trade Act.” The Offeror shall list as other foreign end products those end products manufactured in the United States that do not qualify as domestic…