W81XWH19Q0272.docx

W81XWH19Q0272

DocuSign Business Pro with FedRAMP - Env

FFP

Includes Spring Enterprise DM Includes 1000 Envelopes DocuSign, Inc. - APT-0378 FOB: Destination

PSC CD: D319

NET AMT

Enterprise Premier Support with FEDRAMP

DocuSign, Inc. - APT-0400

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Life Sciences Add-on for Volume

DocuSign, Inc. - APT-0236

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Adoption Quickstart

DocuSign, Inc. - APT-0460

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Installation/Implementation/Custom

Installation/Implementation/Customization - 20 - Hour Bundle (one time fee) (80 hours total) DocuSign, Inc. - APT-0062

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FFP

DocuSign, Inc. - APT-0378

NET AMT

FFP

DocuSign, Inc. - APT-0400

NET AMT

FFP

DocuSign, Inc. - APT-0236

NET AMT

FFP

DocuSign, Inc. - APT-0378

NET AMT

FFP

DocuSign, Inc. - APT-0400

NET AMT

FFP

DocuSign, Inc. - APT-0236

NET AMT

FFP

DocuSign, Inc. - APT-0378

NET AMT

FFP

DocuSign, Inc. - APT-0400

NET AMT

FFP

DocuSign, Inc. - APT-0236

NET AMT

FFP

DocuSign, Inc. - APT-0378

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FFP

DocuSign, Inc. - APT-0400

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DocuSign, Inc. - APT-0236

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STATEMENT OF WORK

Title: Digital Signature License

Requiring Activity Name: Walter Reed Army Institute of Research (WRAIR)

1. INTRODUCTION

The WRAIR aims to conduct biomedical research that is responsive to Department of Defense and US Army requirements and delivers life-saving products including knowledge, technology and medical material that sustain the combat effectiveness of the Warfighter.

With our headquarters dedicated to Senator Daniel E. Inouye and located in Silver Spring, Maryland, the Walter Reed Army Institute of Research is the largest biomedical research facility currently serving the Department of Defense. Established in 1893, our research and development now reaches around the world from Maryland to Germany, Thailand, and Kenya.

Our vision is to be the premier DoD biomedical research organization, constantly relevant, integrating basic research and advanced technology that protects, projects, and sustains the Warfighter today, invents global medical solutions for the future, and keeps the Warfighter on point for the Nation. We host two Centers of Excellence for Military Psychiatry and Neuroscience Research and for Military Infectious Disease Research, each center ranging from blast induced neurotrauma to malaria vaccine development.

2. PURPOSE AND BACKGROUND

The Pilot Bioproduction Facility (PBF) conducts research, development, production, and testing of vaccines and other biological products. Production is performed following and products are tested in compliance with current Good Manufacturing Practices (cGMP). Production is pilot-scale: 500 – 20,000 doses per finished lot of product. Products are released for use in Phase I - IIb clinical studies under Investigational New Drug applications (INDs). Vaccines being produced include, but are not limited to, those for prophylaxis against shigellosis, meningitis, malaria, and dengue fever. Conventional as well as recombinant and other genetically engineered vaccines are undergoing development and production at WRAIR. Other types of biological products (i.e. therapeutics) are capable of being produced as well under the right circumstances.

3. SCOPE

The Pilot Bioproduction Facility (PBF) requires an electronic signature cloud-based software system to assist with electronic document sending and signing. This is a new requirement for a FDA and FEDRAMP compliant electronic signature platform for the PBF.

4. PERIOD OF PERFORMANCE

The periods of performance for this contract are as follows:

5. PERFORMANCE REQUIREMENTS

5.1. Minimum Essential Characteristics

· The system shall be Food and Drug Administration (FDA) Code of Federal Regulations Title 21 Part 11 and FEDRAMP compliant throughout its lifecycle.

· Access to documents shall be strictly controlled based on PBF requirements for each document. Unauthorized personnel cannot access documents for which they do not have permissions.

· Document data and audit trails shall be protected while at rest.

· There shall be validation of the sender and the receiver.

· Documents sent shall not be mutable either erroneously or without an audit trail.

· The system shall have a minimum of 99% uptime/access of product.

6. DELIVERABLES

The contractor shall complete and submit deliverables in accordance with the “Deliverables Table” below. Unless specified in the PWS within the description of the deliverable, all deliverables will be made to the Technical Point of Contact (TPOC) electronically.

DELIVERABLES TABLE

6.1. Inspection and Acceptance

The COR delegated oversight of specific technical, functional and oversight responsiblities is responsible for inspection and acceptance of all services, incoming shipments, documents, and services.

Certification by the Government of satisfactory services provided is contingent upon the Contractor performing in accordance with the performance standards contained in the Performance Work Statement and all terms and conditions of this order, including all modifications.

6.2. Technical Point of Contact (TPOC) Information

To be determined upon award.

7. Information Technology Compliance

7.1. Army Regulation 25-1, Information Technology

Compliance information regarding Army Information Technology may be found at: http://armyhpubs.army.mil/epubs/25_Series_Collection_1.html

7.2. Army Regulation 25-2, Information Assurance

Compliance information regarding Army Information Assurance may be found at: https://ia.signal.army.mil/docs/AR25-2.pdf

7.3. Cyber-security

Department of Defense (DOD) Instruction 8500.01 Cybersecurity

7.4. Risk Management Framework

Department of Defense (DOD) Instruction 8510.01 Risk Management Framework (RMF) For DOD Information Technology (IT Department of Defense (DoD) Instructions 5400.11-R, Privacy Program http://www.dtic.mil/whs/directives/corres/pdf/540011p.pdf

7.5. Network Security

Contractor personnel requiring access to DoD networks to perform work under this contract must have a NACI or an open, pending investigation prior to commencement of work. If the Contractor has a pending investigation, the contractor must present a copy of this investigation to the WRAIR Security Manager at the time of in-processing for review and must contain no unfavorable information. The Contractor must maintain this level of security for the life of the contract. Citizenship will be verified by presenting an original birth certificate or a valid US Passport or the original Naturalization certificate to the WRAIR Personnel Security Manager at the time of in-processing for all contractor personnel assigned to the contract.

Contractor personnel shall use only Government-provided computer equipment; and shall follow all applicable statutes, regulations and policies governing DoD, MEDCOM, USAMRMC, and WRAIR cyber security and information system assets. Personnel must provide proof of applicable training and certifications to include annual Cyber Awareness training. This training must be documented in the Army Training and Certification Tracking System (ATCTS) unless otherwise authorized by applicable policies. DoD Information System, IT service, and IT product acquisition or development must also adhere to applicable policies as described below:

· It is DoD policy that Cybersecurity requirements shall be identified and included in the design, acquisition, installation, operation, upgrade, or replacement of all DoD information systems. This includes systems and processes developed within the Defense Acquisition System; systems and processes developed at private expense; outsourced business processes supported by private sector information systems; and outsourced information technologies. Information technology services provided under this contract must comply with statutory and regulatory IA policy. The source documents for this policy are (available in the WRAIR regulatory repository for review):

a. The National Security Act of 1947

b. Title 40/Clinger-Cohen Act

c. Executive Order 12333, “United States Intelligence Activities,”

d. National Security Presidential Directive-54/Homeland Security Presidential Directive-23

e. Subchapter III of chapter 35 of Title 44, United States Code (also known as the “Federal Information Security Management Act (FISMA) of 2002”)

f. National Security Telecommunications and Information Systems Security Policy No. 11, "Revised Fact Sheet National Information Assurance Acquisition Policy" and associated "Frequently Asked Questions"

g. National Institute of Standards and Technology (NIST) Special Publication (SP) 800-39

h. Federal Information Processing Standards

i. DoD Instruction 8500.01, “Cybersecurity,” March 13, 2014

j. DoD Instruction 8500.2, "Information Assurance Implementation"

k. DoD Instruction 8580.1, "Information Assurance in the Defense Acquisition System"

l. DoD Instruction 5000.02, “Operation of the Defense Acquisition System,”

m. DoD Directive 8570.01, "Information Assurance Training, Certification, and Workforce Management"

n. Chairman of the Joint Chief of Staff Instruction 6510.01E, "Information Assurance (IA) and Computer Network Defense (CND)"

o. Defense Acquisition Guidebook – Chapter 7 Acquiring Information Technology and National Security Systems, Section 7.5 Information Assurance

p. DoD Instruction 8510.01, "Risk Management Framework (RMF) for DoD Information Technologies"

· Each proposal under this contract, will be screened for compliance with applicable Cybersecurity statutes, policies, and procedures. Specific requirements will be stated in the performance work statement/statement of objectives. This special contract provision shall be updated by reference for any changes to source documents. Any new laws or policies applicable to Cybersecurity subsequent to issuance of this contract will be incorporated into the basic contract unilaterally without equitable adjustment to the basic contract. Any equitable adjustment shall be assessed by individual contracts that may be affected by the change as applicable.

· Non-US citizens are not being adjudicated for WRAIR trustworthiness determinations at this time. Non-US Citizens are not allowed access to DoD IT systems unless approved by an authority designated in Appendix 6, DoD 5200.2-R. Only US citizens shall be granted access and assigned to sensitive duties. Exceptions to these requirements shall be permitted only for compelling national security reasons (DoD 5200.2-R. C2.1.1, AP6.6.1).

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

15-SEP-2020

W03K W REEDARMYINSTRSCH(WRAIR)

BLDG 503 ROBERT GRANT AVENUE

BLDG 503

SILVER SPRING MD 20910-7500

210-221-7928

W74MYF

15-SEP-2020

W74MYF

15-SEP-2020

W74MYF

15-SEP-2020

W74MYF

15-SEP-2020

W74MYF

15-SEP-2021

W74MYF

15-SEP-2021

W74MYF

15-SEP-2021

W74MYF

15-SEP-2022

W74MYF

15-SEP-2022

W74MYF

15-SEP-2022

W74MYF

15-SEP-2023

W74MYF

15-SEP-2023

W74MYF

15-SEP-2023

W74MYF

15-SEP-2024

W74MYF

15-SEP-2024

W74MYF

15-SEP-2024

W74MYF

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT 2018)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show--

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 30 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender's request and expense, unless they are destroyed during preaward testing.

(e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions, including alternative line items (provided that the alternative line items are consistent with subpart 4.10 of the Federal Acquisition Regulation), or alternative commercial items for satisfying the requirements of this solicitation. Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers:

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or revisions are due.

(2)(i) Any offer, modification, revision, or withdrawal of an offer received at the Government office designated in the solicitation after the exact time specified for receipt of offers is “late” and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and--

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government's control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

(g) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

(h) Multiple awards. The Government may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

(i) Availability of requirements documents cited in the solicitation. (1)(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part 101-29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to--GSA Federal Supply Service Specifications Section, Suite 8100, 470 East L'Enfant Plaza, SW, Washington, DC 20407, Telephone (202) 619-8925, Facsimile (202) 619-8978.

(ii) If the General Services Administration, Department of Agriculture, or Department of Veterans Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision. Additional copies will be issued for a fee.

(2) Most unclassified Defense specifications and standards may be downloaded from the following ASSIST websites:

(i) ASSIST (https://assist.dla.mil/online/start/).

(ii) Quick Search (http://quicksearch.dla.mil/).

(iii) ASSISTdocs.com (http://assistdocs.com).

(3) Documents not available from ASSIST may be ordered from the Department of Defense Single Stock Point (DoDSSP) by--

(i) Using the ASSIST Shopping Wizard (https://assist.dla.mil/wizard/index.cfm);

(ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST; or

(iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-5094, Telephone (215) 697-2667/2179, Facsimile (215) 697-1462.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) Unique entity identifier. (Applies to all offers exceeding $3,500, and offers of $3,500 or less if the solicitation requires the Contractor to be registered in the System for Award Management (SAM).) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation ``Unique Entity Identifier'' followed by the unique entity identifier that identifies the Offeror's name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see subpart 32.11) for the same entity. If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

(k) Reserved.

(l) Debriefing. If a post-award debriefing is given to requesting offerors, the Government shall disclose the following information, if applicable:

(1) The agency's evaluation of the significant weak or deficient factors in the debriefed offeror's offer.

(2) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror.

(3) The overall ranking of all offerors, when any ranking was developed by the agency during source selection.

(4) A summary of the rationale for award;

(5) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror.

(6) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency.

(End of provision)

ADDENDUM TO 52.212-1

INSTRUCTIONS FOR OFFERORS

This section specifies the format and content that contractors shall use in this Request for Quote (RFQ). The intent is not to restrict the contractors in the manner in which they will perform their work but rather to ensure a certain degree of uniformity in the format of the responses for evaluation purposes. Vendors shall submit a quote that is legible and comprehensive enough to provide the basis for a sound evaluation by the Government. Information provided shall be precise, factual, and complete. Legibility, clarity, completeness, and responsiveness are of the utmost importance. Quotes shall be in the form prescribed by, and shall contain a response to each of the areas identified. Any quote which does not provide, as a minimum, that which is required in this RFQ may be determined to be substantially incomplete and not warrant any further consideration.

Offerors shall submit a quote in response to the requirements of the United States Army Medical Research Acquisition Activity (USAMRAA) on behalf of the Walter Reed Army Institute of Research (WRAIR) to provide DocuSign licenses according to specifications listed in the Request for Quote. This is a brand name only requirement.

TECHNICAL INSTRUCTIONS:

Contractors shall provide sufficient written technical documentation to allow for a thorough evaluation of their quote. Additionally, all sections of the Offeror’s Technical Quote shall make direct reference to the Statement of Work (SOW). The Quote shall be presented in a clear and logical order. Statements such as “will comply”, “meets the intent of”, or “we intend to meet the requirements” and the like, will not suffice for evaluation purposes.

The Offeror shall demonstrate that it has a clear understanding of the requirements outlined in the SOW and the ability to meet the RFQ requirements in order to be considered for award.

Technical quotes shall include sufficiently detailed information to enable evaluation based on the factor listed below:

Technical Ability – Each proposing contractor will be evaluated based on whether they confirm to the requirement as outlined in the SOW and meet the brand name only requirements per the planned Contract Line Item Number (CLIN) structure.

PRICE QUOTE INSTRUCTIONS

Contractor shall specify the Total Price for each CLIN in the solicitation per planned CLIN structure. Contractors shall be evaluated to ensure fairness, reasonableness and completeness. The Government anticipates award of a Firm Fixed Cost contract. Contractors shall submit firm-fixed pricing for all the above requirements. Include any applicable discounts to the Government.

The Contractor shall provide a Price Quote to include the planned CLIN Structure to reflect proposed pricing for all required items and all associated materials.

The contractor’s initial quote shall contain the contractor’s best terms from a price and technical standpoint. The Government intends to evaluate quotes and award an order without discussions, but reserves the right to discussions if later deemed by the Contracting Officer to be necessary. The Government reserves the right to make no award as a result of this solicitation.

PROPOSAL SUBMISSION INSTRUCTIONS.

POINT OF CONTACT (POC): Due to the difficulties in receipt of mail through normal postal services, questions and quotes shall be sent via E-mail to the POCs for this RFP:

James Cheng – james.cheng1.civ@mail.mil, 301-619-1012

The Offeror is responsible for ensuring receipt by the POC.

PROPOSAL DUE DATE: No Later Than (NLT): 16 August 2019 at 4:00 PM Eastern Time.

ELECTRONIC SUBMISSION: Quotes shall be electronically submitted to the POC above. Your submission should include two separate parts: a Price Quote and a Technical proposal. The Technical proposal shall be submitted in MS Word or searchable PDF format. The Price proposal shall be submitted in MS Word or MS Excel 2000 or higher. The firewall utilized by the Government contracting office does not authorize or accept zip files.

Other Administrative Instructions:

System for Award Management (SAM). Contractor s must be registered in the SAM database to be considered for award. Registration is free and can be completed on-line at http://www.sam.gov; provide DUNS number; Cage Code and TIN.

CLAUSES INCORPORATED BY FULL TEXT

52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

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

Factor 1 Technical Factor 2 Price

(b) Basis for Award & Evaluation

This will be a LPTA procurement. The Government intends to evaluate quotations and award a contract without discussions with Offerors. The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. The LPTA process is selected as appropriate for this acquisition because the best value is expected to result from selection of the technically acceptable quotation with the lowest evaluated price. An overall technical rating must be at least "ACCEPTABLE" in order to be eligible for award. An "UNACCEPTABLE" rating, results in the technical quotation being rated "UNACCEPTABLE" unless corrected through discussions. An overall technical rating of "UNACCEPTABLE" makes a quotation ineligible for award.

An offeror is expected to submit sufficient information in response to the RFQ to allow for the evaluation of his/her quotation.

Each of the evaluation factors will be rated as follows:

Factor 1 - Technical The Government will evaluate the offeror's capabilities to provide the brand name only products requested in the RFQ. The supplies recommended by the contractor will be evaluated in how they satisfy the Statement of Work (SOW).

Table A-1. Technical Acceptable/Unacceptable Ratings

Factor 2 - Price Offerors' price proposals will be evaluated to determine the price is fair and reasonable in accordance with FAR 12.209. Quotations should include a proposed price for each Contract Line Item Number (CLIN).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2018)

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 (u)) 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.

“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.

“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” 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.

“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 $750,000 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 the stock of which is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

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

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

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

“Women-owned 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 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 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), 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 (u) 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 will be performed in the United States or its outlying areas. Check all that apply.

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

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

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

(4) Small disadvantaged business concern. (Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.) The offeror represents 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 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 represents 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 for each WOSB concern eligible under the WOSB Program participating in the joint venture. [The offeror shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture: ___ .] Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(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, 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 for each EDWOSB concern participating in the joint venture. [The offeror shall enter the name or names of the EDWOSB concern and other small businesses 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.

Note: Complete paragraphs (c)(8) and (c)(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, 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)(10)(i) of this provision is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The offeror shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: ___ .] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

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

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

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

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

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

(i) It ( ___ ) has developed and has on file, ( ___ ) has not developed and does not have on file, at each establishment, affirmative action programs required by rules and regulations…