ATCH_2_Full-Text_Provisions_and_Clauses_19R0009.pdf

ATTACHMENT #2 PAGE 1 OF 32

The following provisions are incorporated into this solicitation.

FAR 52.209-7, Information Regarding Responsibility Matters (Oct 2018)

Information Regarding Responsibility Matters (Oct 2018)

1. (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—

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

b. (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).

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

3. (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:

a. (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. (i) In a criminal proceeding, a conviction.

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

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

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

iv. (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.

ATTACHMENT #2 PAGE 2 OF 32

b. (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.

4. (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 System for Award Management, which can be accessed via https://www.sam.gov (see 52.204-7).

(End of provision)

52.212-1 (DEV), Instructions to Offerors -- Commercial Items (DEVIATION 2018-O0018) (Oct 2018)(Tailored IAW

FAR 12.302)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition are identified within the Combined Synopsis Solicitation.

(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 letterhead stationery, or as otherwise specified in the solicitation (reference Attachment # 3a, Submission Requirements). 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;

(5) Price and any discount terms;

(6) “Remit to” address, if different than mailing address;

(7) 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);

(8) Acknowledgment of Solicitation Amendments;

(9) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references; and

(10) 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 90 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. (NOT USED)

(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.

https://www.sam.gov/ https://acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063838

ATTACHMENT #2 PAGE 3 OF 32

(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. (NOT USED)

(i) Availability of requirements documents cited in the solicitation. (NOT USED)

(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

ATTACHMENT #2 PAGE 4 OF 32

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. (NOT USED)

(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 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 (not applicable);

(4) A summary of rationale for award;

(5) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror (not applicable);

(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)

FAR 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: Technical, Past Performance and Price

Technical and past performance, when combined, are approximately equal to price.

https://assist.dla.mil/online/start/ http://quicksearch.dla.mil/ http://assistdocs.com/ https://assist.dla.mil/wizard/index.cfm

ATTACHMENT #2 PAGE 5 OF 32

Technical subfactors of (1) Course Content and (2) Offeror/Instructor Qualifications are of approximately equal importance to each other.

*Reference Addendum to FAR 52.212-2 for details of how proposals will be evaluated.

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

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

(End of Provision)

Addendum to FAR 52.212-2, Evaluation -- Commercial Items

EVALUATION CRITERIA

1.0. Evaluation Process.

1.1. Each Source Selection Evaluation Board (SSEB) member will independently prepare a Proposal Evaluation Worksheet for each proposal, evaluating the factors of Past Performance and Technical.

1.2. Upon the completion of the independent evaluations of Past Performance and Technical, the Chairperson will assemble the board members for open discussion. The group will reach a consensus and assign an overall rating to each proposal for Past Performance and Technical, which will be documented on a Consensus Proposal Evaluation Worksheet. In the event the group cannot reach a consensus, majority and minority reports will be prepared. The SSEB will rate each proposal independently, and not make comparisons to other proposals concerning Past Performance and Technical.

1.3. After the Performance and Technical evaluations are complete, the Price proposals will be presented to the SSEB members and ratings assigned.

1.4. The Government intends to evaluate proposals and award the contract without discussions; therefore, the offeror’s initial proposal should contain the offeror’s best terms from a price and technical standpoint. Offerors may be given the opportunity to clarify certain aspects of their proposals, such as the relevance of an offeror’s past performance information, adverse past performance information to which the offeror has not previously had an opportunity to respond, or to resolve minor clerical errors.

1.5. If the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals.

1.6. The Government reserves the right to reject any or all proposals at any time prior to award; award a contract to other than the offeror submitting the highest technically rated; and award a contract to offeror submitting a proposal determined by the Government to be the best value to the Government.

1.7. The Contract Specialist will conduct a proposal compliance review before the SSEB convenes, and refer any non-compliant proposals to the Contracting Officer and/or Source Selection Authority (SSA) for determination of adequacy. Failure to comply with solicitation instructions will result in the proposal being found non-responsive, rejected and eliminated from further consideration for award.

ATTACHMENT #2 PAGE 6 OF 32

1.8. 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.

2.0. Evaluation Factors and Subfactors. The factors to be evaluated are Technical, Past Performance and Price. Within Technical, the subfactors of Course Content and Offeror/Instructor Qualifications are equal in importance. Technical and Past Performance, when combined, are approximately equal to price.

2.1. PAST PERFORMANCE. The past performance evaluation considers each offeror’s demonstrated recent and relevant record of performance in supplying products and services that meet the contract’s requirements. In accordance with FAR 15.305(a)(2), the currency and relevance of the information, source of the information, context of the data, and general trends in contractor’s performance shall be considered. These are combined to establish one performance confidence assessment rating for each offeror.

2.1.1. There are three sub-factors to the past performance evaluation: recency, relevancy, and quality of services/training.

2.1.1.1. Recency. Past performance is considered recent if the training occurred within three (3) years prior to the date of the solicitation, and includes present performance. However, references for training conducted more recently may receive more consideration. For example, a reference for training conducted within the last 12 months may receive more consideration than a reference for training conducted 30 months ago. Recency will be expressed using the Past Performance Recency Ratings described in Table 1.

Table 1 - Past Performance Recency Rating

Adjectival Rating Description

Very Recent Performance from 18 months before solicitation date to present

Recent Performance from 36 to 18 months before solicitation date

Not Recent Performance 36 months before solicitation date and older

2.1.1.2. Relevance. In establishing what is relevant to this acquisition, consideration will be given to scope and complexity (similarity of training topics, complexity and duration of training; similarity of audience type); magnitude of effort (one-time training or multiple iterations); and extent of subcontracting/teaming. Relevance will be expressed using the Past Performance Relevancy Ratings described in Table 2.

Table 2 - Past Performance Relevancy Rating

Very Relevant Past performance effort involved essentially the same scope, complexity and magnitude of effort this solicitation requires.

Relevant Past performance effort involved scope, complexity and magnitude of effort this solicitation requires.

Somewhat Relevant Past performance effort involved some of the scope, complexity and magnitude of effort this solicitation requires.

Not Relevant Past performance effort involved little or none of the scope, complexity and magnitude of effort this solicitation requires.

2.1.1.3. Quality of Services/Training. The SSEB will review all past performance information collected to determine the quality of the offeror’s performance, general trends, and usefulness of the information and incorporate these into the performance confidence assessment. A separate quality assessment rating will not be made. The Quality of Services/Training will consider the following elements and sub-elements:

2.1.1.3.1. Quality of Products/Service, includes the following sub-elements:

ATTACHMENT #2 PAGE 7 OF 32

2.1.1.3.1.1. Course Design & Development

2.1.1.3.1.2. Course Curriculum/Agenda

2.1.1.3.1.3. Quality of Instruction

2.1.1.3.1.4. Course Materials/Handouts

2.1.1.3.1.5. Course Benefit in Workplace

2.1.1.3.2. Schedule, includes the following sub-elements:

2.1.1.3.2.1. Adherence to Schedule

2.1.1.3.2.2. Flexibility in Scheduling

2.1.1.3.3. Business Relations, includes the following sub-elements:

2.1.1.3.3.1. Business/Contracting Relations

2.1.1.3.3.2. Problem Resolution

2.1.1.3.3.3. Process Improvement

2.1.1.3.3.4. Lesson Learned Incorporation

2.1.1.3.3.5. Cooperative Behavior

2.1.1.3.3.6. Commitment to Customer Satisfaction

2.1.1.3.3.7. Responsiveness

2.1.1.3.4. Management of Key Personnel (Instructors), includes the following sub-elements:

2.1.1.3.4.1. Technical Knowledge in Course Subject Matter

2.1.1.3.4.2. Thoroughness

2.1.1.3.4.3. Accuracy

2.1.1.3.5. Overall Assessment of Contractor

2.1.2. Sources of Past Performance Information for evaluation are as follows:

2.1.2.1. Past performance information may be provided by the offeror, as solicited;

2.1.2.2. Past performance information may be obtained from questionnaires tailored to the circumstances of the acquisition; and

2.1.2.3. Past performance information may be obtained from any other sources available to the Government, to include, but not limited to, the Past Performance Information Retrieval System (PPIRS), Federal Awardee Performance and Integrity Information System (FAPIIS), Electronic Subcontract Reporting System (eSRS), or other databases; and interviews with Program Managers, Customers and Contracting Officers within our own agency or other agencies.

ATTACHMENT #2 PAGE 8 OF 32

2.1.3. Performance Confidence Assessment. Using the past performance sub-factors and ratings identified above, the SSEB will assess performance confidence using the Performance Confidence Assessment described in Table 3.

Table 3 - Performance Confidence Assessment

Substantial Confidence Based on the offeror’s recent/relevant performance record, the Government has a high expectation that the offeror will successfully perform the required effort.

Satisfactory Confidence Based on the offeror’s recent/relevant performance record, the Government has a reasonable expectation that the offeror will successfully perform the required effort.

Neutral Confidence No recent/relevant performance record is available or the offeror’s performance record is so sparse that no meaningful confidence assessment rating can be reasonably assigned. The offeror may not be evaluated favorably or unfavorably on the factor of past performance.

Limited Confidence Based on the offeror’s recent/relevant performance record, the Government has a low expectation that the offeror will successfully perform the required effort.

No Confidence Based on the offeror’s recent/relevant performance record, the Government has no expectation that the offeror will be able to successfully perform the required effort.

2.2. TECHNICAL. The Technical factor refers to non-price factors other than past performance. The evaluation of the Technical factor will assess the ability of the offeror to provide the specific instruction outlined in the solicitation and Performance Work Statement (PWS). Technical will be evaluated at the subfactor level. The Technical Subfactors of Course Content and Offeror/Instructor Qualifications are approximately equal in importance.

2.2.1. Course Content. Course content will be evaluated based on inclusion of required course topics and the ability to achieve the objectives outlined within the PWS. Failure to submit the course content information identified in the solicitation submission requirements will result in a negative technical rating for this subfactor.

Proposals that merely mimic language from the RFP/PWS will result in a negative technical rating for this subfactor.

2.2.2. Offeror/Instructor Qualifications.

2.2.2.1. Offerors (contractors) shall have prior experience in the design, development, and delivery of Basic and Advanced Street Gangs courses to uniformed patrol officers or other law enforcement personnel at the local, state, or federal level similar in length to the requested course.

2.2.2.2. Offerors (contractors) shall have a background in the training of law enforcement and be currently engaged in training law enforcement officers on the subject of Basic and Advanced Street Gangs with courses similar in length to the requested course.

2.2.2.3. Instructor(s). The Offeror (contractor) shall determine the appropriate number of instructors required to conduct the course, based on instruction methodology and class size. Each proposed instructor must meet the minimum qualifications.

2.2.2.3.1. Instructor(s) shall have a background in the training of law enforcement and be currently engaged in training law enforcement officers in the civilian law enforcement environment on the subject of Basic and Advanced Street Gangs courses similar in length to the requested course.

ATTACHMENT #2 PAGE 9 OF 32

2.2.2.3.2. Instructor(s) shall have a minimum of 15 years of total law enforcement experience, which includes 10 years of experience as a civilian Gang Enforcement Officer, and five (5) years of experience as a civilian Narcotics Officer.

2.2.2.3.3. Instructor(s) with supervisory experience as a Gang Officer are preferred.

2.2.2.3.4. Instructor(s) shall have a minimum of five (5) years of experience teaching the subject of Basic and Advanced Street Gangs courses similar in length to the requested course in the civilian law enforcement environment.

2.2.3. Failure to submit the offeror and instructor qualification information identified in the solicitation submission requirements, or proposals that merely mimic language from the RFP/PWS will result in a negative technical rating for this component.

2.2.4. The SSEB will assess the Technical factors and subfactors utilizing the Combined Technical/Risk Rating Method described in Table 4.

Table 4 – Combined Technical Risk Rating Method

Color Rating

Adjectival Rating Description

Blue Outstanding Proposal indicates an exceptional approach and understanding of the requirements and contains multiple strengths, and risk of unsuccessful performance is low.

Purple Good Proposal indicates a thorough approach and understanding of the requirements and contains at least one strength, and risk of unsuccessful performance is low to moderate.

Green Acceptable Proposal meets requirements and indicates an adequate approach and understanding of the requirements, and risk of unsuccessful performance is no worse than moderate.

Yellow Marginal Proposal has not demonstrated an adequate approach and understanding of the requirements, and/or risk of unsuccessful performance is high.

Red Unacceptable Proposal does not meet requirements of the solicitation, and thus, contains one or more deficiencies, and/or risk of unsuccessful performance is unacceptable. Proposal is unawardable.

2.3. PRICE. The SSEB will conduct comparative evaluations of price proposals. The determination that a proposed price is fair and reasonable will be based on comparison of the proposed prices, comparison to the Independent Government Estimate (IGE), and comparison to prices paid for the same or similar courses on previous acquisitions, if applicable. If the price is determined to be reasonable in comparison to the other offerors’ prices, the IGE, and prices paid in previous acquisitions, the price proposal will receive a “GO” rating. If price is determined to be unreasonable in comparison to other offerors’ prices, the IGE, and prices paid in previous acquisitions the price proposal will receive a “NO GO” rating.

2.3.1. Discounts: Prompt payment discounts will not be considered in the evaluation of offers.

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

(End of Addendum)

ATTACHMENT #2 PAGE 10 OF 32

Contractor must complete all Representations and Certifications found in the provisions listed below within their profile in the System for Award Management (SAM) at http://www.sam.gov.

FAR 52.212-3, Offeror Representations and Certifications -- Commercial Items (Oct 2018) with Alternate I (Oct 2014)

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

1. (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—

a. (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

b. (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—

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

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

e. (3) PSG 88, Live Animals;

f. (4) PSG 89, Subsistence;

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

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

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

http://www.sam.gov/ https://www.sam.gov/ http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title6-section395&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title6-section395&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title6-section395&num=0&edition=prelim

ATTACHMENT #2 PAGE 11 OF 32

j. (8) PSC 9610, Ores;

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

l. (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—

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

n. (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;

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

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

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

r. (6) Have been voluntarily suspended.“Sensitive technology”—

“Sensitive technology”—

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

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

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

t. (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”—

u. (1) Means a small business concern—

i. (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

ATTACHMENT #2 PAGE 12 OF 32

ii. (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.

v. (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 with13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

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

i. (i) One or more socially disadvantaged (as defined at13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

ii. (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 CFR124.104(c)(2); and

x. (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—

y. (1) Directly by a parent corporation; or

z. (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—

aa. (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

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

“Women-owned small business (WOSB) concern eligible under the WOSB Program” (in accordance with 13 CFR part127), 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.

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

cc. (1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least51 percent of the stock of which is owned by one or more women; and http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section101&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section101&num=0&edition=prelim

ATTACHMENT #2 PAGE 13 OF 32

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

2. (b)

a. (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

b. (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.]

3. (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.

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

b. (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.

c. (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.

d. (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 CFR124.1002.

e. (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.

f. (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. (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. (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 http://www.sam.gov/ https://acquisition.gov/content/52212-3-offeror-representations-and-certifications-commercial-items#i1060550 https://acquisition.gov/content/41201-policy#i1121876

ATTACHMENT #2 PAGE 14 OF 32

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.

g. (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. (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. (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.

h. (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.

i. (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:____________________________________

j. (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. (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. (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.

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

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

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

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

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

ATTACHMENT #2 PAGE 15 OF 32

i. (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. (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.

5. (e) Certification Regarding Payments to Influence Federal Transactions (31 http://uscode.house.gov/ 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.

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

a. (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-Supplies.”

b. (2) Foreign End Products:

Line Item No. Country of Origin http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://acquisition.gov/content/52225-1-buy-american-supplies#i1053372

ATTACHMENT #2 PAGE 16 OF 32

c. [List as necessary]

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

7. (g)

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

i. (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, Panamanian, 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-Free Trade Agreements–Israeli Trade Act.”

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

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

Line Item No. Country of Origin

[List as necessary]

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