Attachment VII - 0002.pdf

Attachment VII DLA Energy Special Contract Provisions SPE600-12-R-0413

SECTION B – SUPPLIES TO BE FURNISHED

B1.08-1 SUPPLIES TO BE FURNISHED (ELECTRICITY) (RENEWABLE ENERGY CERTIFICATES)

(DLA ENERGY JAN 2012)

(a) The quantities shown below are the Government’s requirements for the contract period. The Contractor shall furnish all Renewable

Energy Certificates (RECs) as defined in the STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) (RENEWABLE ENERGY

CERTIFICATES) clause. Contract performance shall be accomplished in accordance with the terms and conditions of this contract.

(b) As used throughout this solicitation/contract, kWh means kilowatt-hour and REC means Renewable Energy Certificate, otherwise referred to as Renewable Energy Credits, Tradable Energy Certificates, or Green Tags.

(c) The Government is soliciting offers for RECs for Department of Energy (DoE) Argonne National Lab, Department of

Energy (DoE) Fermi National Accelerator Lab (FERMI), Department of Energy (DoE) Pacific Northwest National Lab (PNNL), Federal

Aviation Administration (FAA), Food & Drug Administration (FDA), Indian Health Service – Headquarters, Indian Health Service-

Oklahoma City, Internal Revenue Service (IRS), NASA Stennis Space Center, NASA Wallops Flight Facility, National Institute of

Standards and Technology (NIST), United States Coast Guard (USCG), United States Maritime Administration (MARAD) and United

States Department of Agriculture (USDA):

INSTALLATION/FACILITY

EBS LINE

ITEM

LINE

ITEM

TYPE

QUANTITY/

kWh

Department of Energy (DoE) Argonne

National Lab

1705a Sources Online after 1/1/1991** 10,500,000

1705b Sources Online after 1/1/1999* 10,500,000

Department of Energy (DoE) Fermi

National Accelerator Lab (FERMI) 0002 1700d Sources online after 1/1/1999* 32,000,000

Department of Energy (DoE) Pacific

Northwest National Lab (PNNL) 0003 5260d LEED*** 120,000,000

Federal Aviation Administration (FAA) 0004 1148b Sources online after 1/1/1999* 56,081,000

Food & Drug Administration (FDA) 0005 2404a Sources Online after 1/1/1991** 1,536,000

2404b Sources Online after 1/1/1999* 1,536,000

Indian Health Service – HQ 0006 2420a Sources Online after 1/1/1991** 6,450,000

2420b Sources Online after 1/1/1999* 9,750,000

Indian Health Service-Oklahoma City 0007 4091b Sources online after 1/1/1999* 1,500,000

Internal Revenue Service (IRS) 0008 5151b Sources online after 1/1/1999* 20,000,000

NASA Stennis Space Center 0009 2801a Sources Online after 1/1/1991** 3,750,000

2801b Sources online after 1/1/1999* 3,750,000

NASA Wallops Flight Facility 0010 5155b Sources online after 1/1/1999* 1,500,000

National Institute of Standards and

Technology (NIST)

2491a Sources online after 1/1/1991** 4,600,000

2491b Sources online after 1/1/1999* 5,200,000

United States Coast Guard (USCG) 0012 0710a Sources online after 1/1/1991** 6,000,000

0710b Sources online after 1/1/1999* 6,000,000

U.S. Maritime Administration (MARAD) 0013 1145a Sources online after 1/1/1991** 7,000,000

1145b Sources online after 1/1/1999* 7,000,000

United States Department of Agriculture

(USDA)

1152a Sources online after 1/1/1991** 7,775,000

1152b Sources online after 1/1/1999* 7,775,000

*NOTE 1: In accordance with Executive Order 13423, New Renewable RECs from wind, solar, geothermal and biomass renewable facilities that have commenced operation on or after January 1, 1999.

**NOTE 2: Defined as RECs from wind, solar, geothermal and biomass renewable source facilities that have commenced operation on or after January 1, 1991.

***NOTE 3: Must meet the US Green Building product certification requirements.

NOTE 4: Each type of Renewable Energy Certificate being offered for the above line items must be specified individually on the

Attachment III.

(d) The Government is soliciting offers for the following delivery dates:

One Time Delivery Period:

Delivery Date 15 May 2012:

LINE ITEM # INSTALLATION/FACILITY

1705a Department of Energy (DoE) Argonne National Lab

1705b

1700d Department of Energy (DoE) Fermi National Accelerator Lab (FERMI)

1148b Federal Aviation Administration (FAA)

2404a Food & Drug Administration (FDA)

2404b

2420a Indian Health Service – HQ

2420b

4091b Indian Health Service-Oklahoma City

5151b Internal Revenue Service (IRS)

5155b NASA Wallops Flight Facility

2491a National Institute of Standards and Technology (NIST)

2491b

0710a United States Coast Guard (USCG)

0710b

1145a U.S. Maritime Administration (MARAD)

1145b

1152a United States Department of Agriculture (USDA)

1152b

Two Year Delivery Period:

Deliveries shall be scheduled on: 15 May 2012 and 15 May 2013:

LINE ITEM # INSTALLATION/FACILITY DELIVERY PERIOD

5260d Department of Energy (DoE) Pacific Northwest

National Lab (PNNL)

60,000,000 kWh delivered 15 May 2012

60,000,000 kWh delivered 15 May 2013

2801a NASA Stennis Space Center

1,500,000 kWh delivered 15 May 2012

2,250,000 kWh delivered 15 May 2013

2801b 1,500,000 kWh delivered on 15 May 2012

2,250,000 kWh delivered on 15 May 2013

(e) The Government is soliciting offers on a firm fixed price basis for RECs.

SECTION C – STATEMENT OF WORK/SPECIFICATIONS

C802 STATEMENT OF WORK/SPECIFICATIONS (ELECTRICITY) (RENEWABLE ENERGY CERTIFICATES)

(DLA Energy AUG 2007)

(a) STATEMENT OF WORK. The Government is seeking the purchase of Renewable Energy Certificates (RECs) for the facility listed in the SUPPLIES TO BE FURNISHED (ELECTRICITY) (RENEWABLE ENERGY CERTIFICATES) clause. All offerors must provide RECs that meet the requirements as specified below:

DOE Argonne National Lab Line Item 1705b, DOE FERMI Line Item 1700d, FAA Line Item 1148b, FDA Line Item 2404b, Indian

Health Service – HQ Line Item 2420b, Indian Health Service-Oklahoma City Line Item 4091b, IRS Line Item 5151b, NASA

Stennis Space Center Line Item 2801b, NASA Wallops Flight Facility Line Item 5155b, NIST Line Item 2491b, USCG Line Item

0710b, MARAD Line Item 1145b and USDA Line Item 1152b:

Government will accept RECs from wind, solar, geothermal and biomass renewable resource facilities. The renewable source facility must have commenced operation on or after January 1, 1999.

DOE Argonne National Lab Line Item 1705a, FDA Line Item 2404a, Indian Health Service – HQ Line Item 2420a, NASA Stennis

Space Center Line Item 2801a, NIST Line Item 2491a, USCG Line Item 0710a, MARAD Line Item 1145a and USDA Line Item

1152a:

The Government will accept RECs from wind, solar, geothermal and biomass renewable resource facilities. The renewable source facility must have commenced operation on or after January 1, 1991.

Department of Energy (DoE) Pacific Northwest National Lab (PNNL) Line Item 5260d:

The RECs being procured are for LEED Certification for the DOE Pacific Northwest National Lab (PNNL) for a 2 year delivery period (see invoice schedule). All RECs must meet the criteria outlined by the US Green Building products certification requirements.

(b) RENEWABLE ENERGY CERTIFICATE VINTAGE. For the purpose of this solicitation/contract, qualifying RECs must be generated in accordance with the following tables:

DELIVERY YEAR 2012:

DOE Argonne National Lab Line Items 1705a and 1705b; DOE FERMI Line Item 1700d; DOE PNNL Line Item 5260d; FAA Line Item

1148b; FDA Line Items 2404a and 2404b; Indian Health Service – HQ Line Item 2420a and 2420b; Indian Health Service-Oklahoma City

Line Items 4091b; IRS Line Item 5151b; NASA Stennis Space Center Line Items 2801a and 2801b; NASA Wallops Flight Facility Line

Item 5155b; NIST Line Items 2491a and 2491b; USCG Line Items 0710a and 0710b; MARAD Line Items 1145a and 1145b; and USDA

Line Item 1152a and 1152b:

Preceding 6 months Calendar Year Following 3 months

01 July 2011 – 31 December 2011 01 January 2012 – 31 December 2012 01 January 2013 – 31 March 2013

The delivery date is May 15, 2012. The contract year for the delivery date, specified in the Invoice Schedule is defined in the table above.

All RECs to be supplied must be generated during the 6-month period immediately preceding the calendar year, the calendar year and/or the three month period immediately following the calendar year.

DELIVERY YEAR 2013:

DOE PNNL Line 5260d, NASA Stennis Space Center 2801a and 2801b:

Preceding 6 months Calendar Year Following 3 months

01 July 2012 – 31 December 2012 01 January 2013 – 31 December 2013 01 January 2014 – 31 March 2014

The delivery date is May 15, 2013. The contract year for the delivery date, specified in the Invoice Schedule is defined in the table above.

All RECs to be supplied must be generated during the 6-month period immediately preceding the calendar year, the calendar year and/or the three month period immediately following the calendar year.

(c) VERIFICATION. An independent third party verification audit is required for this contract, whereas independent means the third party has no commercial interest in the sale of the RECs. All offerors must provide a verification plan that will be utilized under any resultant contract, which is subject to DLA-ENERGY’s approval. At a minimum, the verification shall include an annual audit report, performed by a Certified Public Accountant, within 30 calendar days after the end of the delivery period. In the event additional time is required in order to submit the annual audit report, please indicate the number of days required on Attachment I. Any exceptions to the 30 calendar day requirement will be subject to DLA-ENERGY’s approval. The audit report shall focus on the following areas of reporting as identified below:

(1) An affidavit attesting that the REC product content for the past calendar year was sufficiently generated in order to meet the quantity, renewable type, vintage and on-line date identified in the contract specifications.

(2) An affidavit that--

(i) The offeror has not sold and will not sell the renewable power twice (as either a renewable power product or as a

REC product), and in the case of a reseller that purchases a wholesale product for retail sale, reasonable measure are taken to ensure that suppliers also do not sell renewable power more than once;

(ii) The seller has transferred to the Requisite Customer (or has permanently retired on behalf of the Requisite

Customer) the right to all emission reduction credits/allowances directly attributable to the generating unit from which the RECs are based and to which the generator is entitled, without the emission credits/allowances having been sold off separately and/or used for compliance with any local, state, or Federal Government regulatory requirement. At a minimum, NOx, SOx, and greenhouse gas credits/allowances must be transferred or retired on behalf of the Requisite Customer.

(iii) The offeror has not sold and will not sell any emission allowances/credits, or other environmental attributes associated with renewable power/RECs; and

(iv) The renewable power/REC that is used to fulfill the requirement of this solicitation are also not being used and will not be used to meet any Federal, state, or local renewable energy requirement, renewable energy procurement, renewable portfolio standard, or other renewable energy mandate.

(v) The Contractor will forward the third party verification audit report to the purchaser and note any contract deficiencies.

The Contractor shall also provide the Requisite Customer with an Attestation Form, Attachment V (as required in Section

2b), with its invoicing, from the Renewable Generator and the REC Provider.

(d) INVOICE AND PAYMENT. All invoicing shall be based on the awarded amount for each line item awarded for the

RECs delivered to the Government during the appropriate delivery period identified. Please refer to the Schedule as listed in Part I (1), Supplies To Be Furnished, paragraph (d). For intermittent resources, the Contractor shall only invoice for those RECs that have been generated and delivered to the Government. A true-up period will commence at the end of the performance period to ensure the total contracted quantity has been generated and transferred to the Government. The Contractor may only invoice for charges allowed under the terms and conditions of the contract.

Prior to payment of the invoice, Renewable Energy Certificate of Transfer (Attachment IV) and the Attestation Forms

(Attachment V) completed by both the REC Provider and the Generator shall be submitted.

NOTE: FOOD & DRUG ADMINISTRATION (FDA; Line Items 2404a and 2404b) intends to make payment through use of a

Government Credit Card.

(1) For the purposes of this contract, the address designated to receive invoices, in accordance with paragraph (g) of the

CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause, shall be--

PRIMARY: TO BE PROVIDED

AT TIME OF AWARD

WITH COPY TO: DLA- ENERGY

ATTN: BRYAN SIMMONS

8725 JOHN J. KINGMAN ROAD, SUITE 3827

FORT BELVOIR, VIRGINIA 22060

(2) For the purposes of this contract, the payment to which reference is made in paragraph (i) of the CONTRACT

TERMS AND CONDITIONS – COMMERCIAL ITEMS clause refers to the payment made by the Government against the Contractor’s invoice.

(e) RECORD KEEPING. The Government reserves the right to validate source and transaction history, as indicated in (a) above, in order to verify the certification process utilized and to ensure proper reporting of the sale of renewable certificates under any resultant contract. The Contractor must meet all applicable Federal, State, and local documentation requirements necessary to successfully complete any contract. These records shall be made available to DLA ENERGY or to any party designated by DLA ENERGY as authorized to request this data.

(f) RENEWABLE ENERGY CERTIFICATE OWNERSHIP. Title of RECs and all environmental attributes, including any attendant emission credits, shall pass to the Government at the time of receipt of invoice.

(g) POINT OF DELIVERY. For this solicitation and any resulting contract, the delivery point for all documentation shall be--

PRIMARY: TO BE PROVIDED

AT TIME OF AWARD

WITH COPY TO: DLA- ENERGY

ATTN: BRYAN SIMMONS

8725 JOHN J. KINGMAN ROAD, SUITE 3827

FORT BELVOIR, VIRGINIA 22060

SECTION K – REPRESENTATIONS, CERTIFICATIONS AND STATEMENTS

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (FAR APR 2010)

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

(B) Have o have not o, 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 (if offeror checks “have”, the offeror shall also see 52.209-7, if included in this solicitation);

(C) Are o are not o 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;

(D) Have o, have not o, 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. § 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. § 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. § 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 o has not o, 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 division or business segment; and similar positions).

This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code.

(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.

https://www.acquisition.gov/far/current/html/52_207_211.html#wp1144964

(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.

52.209-7 INFORMATION REGARING RESPONSIBILITY MATTERS (FAR FEB 2012)

(a) Definitions. As used in this provision—

“Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and

Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” 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 division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the Central Contractor Registration database via https://www.acquisition.gov (see 52.204-7).

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS

(FAR FEB 2012)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database via https://www.acquisition.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments—

(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by—

(i) Government personnel and authorized users performing business on behalf of the Government; or

(ii) The Contractor, when viewing data on itself; and

(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a https://www.acquisition.gov/ https://www.acquisition.gov/far/current/html/52_200_206.html#wp1137850 waiting period of 14 calendar days, except for—

(i) Past performance reviews required by subpart 42.15;

(ii) Information that was entered prior to April 15, 2011; or

(iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information

Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite

52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the

Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS -- COMMERCIAL ITEMS

(ALTERNATES I/II) (FAR FEB 2012)

An offeror shall complete only paragraphs (b) of this provision if the offeror has completed the annual representations and certificates electronically via https://www.acquisition.gov . If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (c) through (o) of this provision.

(a) Definitions. As used in this provision--

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

“Forced or indentured child labor” means all work or service—

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

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

“Inverted domestic corporation,” as used in this section, 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). An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue

Coe at 26 U.S.C. 7874.

“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 https://www.acquisition.gov/far/current/html/Subpart%2042_15.html#wp1075411 https://www.acquisition.gov/far/current/html/52_207_211.html#wp1145644

(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” 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.

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

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

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

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

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

“Women-owned business concern” means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of the 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.

(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 accessed through https://www.acquisition.gov . After reviewing the ORCA database information, the offeror verifies by submission of this offer that the representation 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

(o) 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 ORCA.]

(c) Offerors must complete the following representations when the resulting contract is to 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)(8) and (c)(9) only if this solicitation is expected to exceed the simplified acquisition threshold.

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

(i) It [_] is, [_] is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(6)(i) of this provision is accurate in reference to the WOSB concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the WOSB concern or concerns that are participating in the joint venture:

_________.] Each WOSB concern participating in the joint venture shall submit a separate signed copy of the WOSB representation.

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

(i) It [_] is, [_] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(7)(i) of this provision is accurate in reference to the EDWOSB concern or concerns that are participating in the joint venture. The offeror shall enter the name or names of the EDWOSB concern or concerns that are participating in the joint venture: _____________. Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the

EDWOSB representation.

(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) [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

CCR Dynamic Small Business Search database maintained by the Small Business Administration , 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)(10)(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: ________________.]

(iii) Address. The offeror represents that its address [_]is, [_] is not in a region for which a small disadvantaged business procurement mechanism is authorized and its address has not changed since its certification as a small disadvantaged business concern or submission of its application for certification. The list of authorized small disadvantaged business procurement mechanisms and regions is posted at http://www.acquisition.gov/References/sdbadjustments.htm. The offeror shall use the list in effect on the date of this solicitation. “Address,” as used in this provision, means the address of the offeror as listed on the Small Business Administration’s register of small disadvantaged business concerns or the address on the completed application that the concern has submitted to the Small Business Administration or a Private Certifier in accordance with 13 CFR part 124, subpart B. For joint ventures, “address” refers to the address of the small disadvantaged business concern that is participating in the joint venture.

(11) HUBZone small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph

(c)(1) of this provision.] The offeror represents, as part of its offer, that--

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

Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

(ii) It [_] is, [_] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (c)(11)(i) of this provision is accurate for each HUBZone small business concern participating in the

HUBZone joint venture. [The offeror shall enter the names of each of the HUBZone small business concerns participating in the

HUBZone joint venture: __________.] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

http://www.acquisition.gov/References/sdbadjustments.htm

(12) (Complete if the offeror has represented itself as disadvantaged in paragraph (c)(4) or (c)(10) 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 or 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) 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 Act Certificate. (Applies only if the clause at Federal Acquisition Regulation (FAR) 52.225-1, Buy American Act –

Supplies, is included in this solicitation.)

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

“domestic end product,” “end product,” “foreign end product,” and “United States” are defined in the clause of this solicitation entitled

“Buy American Act—Supplies.”

(2) Foreign End Products:

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

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

(g)

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

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

States’ are defined in the clause of this solicitation entitled “Buy American Act--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, or Peruvian end products) or Israeli end products as defined in the clause of this solicitation entitled “Buy American Act—Free Trade Agreements—Israeli Trade Act”:

Free Trade Agreement Country End Products (Other than Bahrainian or Moroccan End Products) or Israeli End Products:

(iii) The offeror shall list those supplies that are foreign end products (other than those listed in paragraph (g)(1)(ii) or this provision) as defined in the clause of this solicitation entitled “Buy American Act—Free Trade Agreements—Israeli Trade

Act.” The offeror shall list as other foreign end products those end products manufactured in the United States that do not qualify as domestic end products, i.e., an end product that is not a COTS item and does not meet the component test in paragraph (2) of the definition of “domestic end product.”

Other Foreign End Products:

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

(2) Buy American Act—Free Trade Agreements—Israeli Trade Act Certificate, Alternate I. If Alternate I to the clause at FAR

52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Canadian end products as defined in the clause of this solicitation entitled

“Buy American Act—Free Trade Agreements—Israeli Trade Act”:

Canadian End…