FOR COMMERCIAL ITEMS OFFEROR 1'0 COMPLETE mucus 12, 23, a so 1 REOUISITIONNUMEER PAGE OF WN00120Y2018T 42 6 SOLICITATION NUHBER B. SOLICITATION ZCOHTRACTNO. EFFECTIUEDPITE ISSUEDATE 1 FOR SOLICITATION I NAME I: TELEPHONE NUMBER. I. OFFER DUE INFORMATION CALL: Isaac Chapple 202?646?3924 9, ISSUED BY CODE HQ 10 THIS ACQUISITION IS UNRESTRICTED 0R SETASIDE: ?11: FOR: won EN-OWNED SMALL EUEINEEs FEMA HQ El EHALL CI moss} EIJGIBLE UNDER THE WHEN-OWNED FEDERAL EMERGENCY MANAGEMENT AGENCY rmms488330 OFFICE OF CHIEF PROCUREMENT OFFICE 0 0 TREET SW 13' SIZE ammo; 3 8 . 5 3RD FLOOR SMALLBUSINEBS WASHINGTON DC 20472 11 12 TION BLOCK Is B14433. THIS CONTRACT Is A MARKED RATED ORDER 14 serum as SOLICITATION El LE ?5 m? EIIFE 15 DELIVER To cons FEMA 18. cooE IFEMA HQ ANN ELIZABETH AERAMSON PORT ST CROIX ST CROIX VI 00323 CODE 17: OFFERCR I I CARNIVAL CORPORATION 3655 NW 37TH AVENUE FEMA HQ FEDERAL EMERGENCY MANAGEMENT AGENCY ACQUISITION MANAGEMENT 500 STREET SW 3RD FLOOR WASHINGTON DC 20472 1? PAYMENT WILL BE MADE BY once IFEMA FEMA FINANCE CENTER FEMA FINANCE CENTER MIAMI FL 331?82428 PO BOX 9001 WINCHESTER VA 22604 TELEPHONE No IF Is DIFFERENT mu PUT SUCH ADDRESS IN OFFER 15h SUBMIT IoncEs maumess SHOWN IN BLOCK Ian aLooR BELOW maiden [j?eumewmu 19 2D 21. 22. 23 :4 ITEM NO OF QUANTITY UNIT UNIT PRICE mow-r DUNS Number: 056134315 The purpose of this contract is to charter the vessel Carnival Fascination to serve as a housing for FEMA personnel, other federal employees, the disaster relief efforts in St. Croix. "turn?key" housing for relief worker, (Use Reverse Attach AddI'tIonsI Sheers as Necessary) "floating hotel? for a four month period of performance. The vessel will previde temporary and other first responders supporting Carnival would remained docked in port in St. Croix during the charter period and provide including 273 SOLICITATION INCORPORATES BY REFERENCE FAR 52 212-1. 52212?4. FAR 52.21243 AND 52212-5 ARE ATTACHED ADDENDA El 27b. CONTRACTIPUROHASE ORDER INCORPORATES BY REFERENCE FAR 52.21241, FAR 52212-5 IS ATTACHED. EIZB CONTRACTOR IS REQUIRED TO SIG-N THIS DOCUMENTAND RETURN 1 COPIES TO ISSU ING OFFICE CONTRACTOR AGREES TO FURNISH AND DE LIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANYADDITIONAL SHEETS SUBJECT TO THE NI CONDITIONS SPECIFIED. as Tom. AWARD AMOUNT (For Gm. Use 0::ij $74,700,000.00 ARE ARE NOT AWAOHED. [31 ARE DARE NOT ATTACHED. 29. OF CONTRACT: OFFER DATED YOUR OFFER ON SOLICITATION INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN. IS ACCEPTEDAS TO ITEMS: ADDENDA 303. SIGQE 0F OFEEROWCONT 31: UNITED STATES OFAMERICA comm ding-lawn?; DAVID ORRI ma; Den-Immin? NAME OF CONTRACTING OFFICER (Type orprin!) WEED Rmzmamm1m?. OWE: 2017.10 31: DATE SIGNED NAME AND OF SIG 30:: DA SIG ED Wig: ?3 David J. Orris AUTHOREHZI FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT UBABLE FDRII 144i (REV. Framed ?.212 2 of 42 19 ITEM NO 20. SCHEDULE OF 3U 21. QUANTITY 23 24 UNIT UNIT PRICE AMOUNT 0001 accommodations, meals, housekeeping services, water, and waste stream removal. This contract fully incorporate Carnival updated and amended quote dated 10f09/2017. Rating: EFT: 2018 Fund Code: 06 Program: 4339DR Organization: 9024 Object Class: 2530 Fund Type: 0 Period of Performance: to 02/03/2018 Accommodations for 2,056 passengers {reflecting two occupants per stateroom. Maximum accommodations for 2,6?5 passengers: Three hot and cold buffet meals per day per person with availability between meals of water, coffeeftea, soda, juice and light snacks: Weekly cleaning of staterooms, linenftowel change and personal laundry: Access provided to FEMA personnel in designated public spaces for administrative functions; Standard Carnival Cruise line security; This is a firmed fixed rateFirst payment will be made on in the amount of $19,850,000 and a second payment in the amount of $19,850,000 will be made on 12f1/17 obligated Amount: $39,700,000.00 Product/Service Code: 1910 Product/Service Description: TRANSPORT VESSELS, PASSENGER AND TROOP Delivery: 10/15/2017 Continued LO 323 QUANTITY IN COLUMN 21 HAS BEEN El RECEIVED [3 INS PECTED ACCEPTED, AND CONFORMS TO THE CONTRACT. EXCEPT AS NOTED: 32h. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 320 DATE 32d: PRINTED NAME AND TITLE OF AUTHORIEED GOVERNMENT REPRESENTATIVE 329 MAIUNG ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 329. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE 33. SHIP NUMBER 4, VOUCHER NUMBER 35 AMOUNT VERIFIEG as. PAYMENT CHECK NUMBER CORRECT FOR COMPLETE PARTIAL [j FINAL HNAL as. am ACCOUNT NUMBER 39 em VOUCHER NUMBER 40 PAID BY 41s. I CERTIFY THIS ACCOUNT IS CORRECTAND PROPER FOR PAYMENT 423. RECEIVED BY I?Prfn? 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER dis DATE 42b. RECEIVED AT (Location) 42:. DATE (YWMMIDD) 42d TOTAL CONTAINERS ITANDARD (REV. 212011] BACK REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF mus OF OFFEROR on commerce CARNIVAL CORPORATION ITEMND QUANHTT unn amouuT (All [13} (D) (E) 0002 Docking and port fees for berthing in San Juan; 1 EA Logistics to provision of the ship; logistics to provided fresh water to the ship; logistics to enable waste stream removal; Logistic and incremental fuel costs to support the pier?side operation; incremental costs related to crew compensation Refurbishment of the ship (including out of service days} at the end of the charter period to bring the ship to the same standards as the beginning of the charter period; and Booked guest disruption costs. Contractor will invoice on a basis. Any audit provisions applicable to this contract shall be limited only to records associated with the cost-reimbursable line item 0002. Should Contractor be assessed or required to pay taxes on any of the reimbursable cost items. such taxes will constitute a reimbursable cost under this contract?. Obligated Amount: Producthervice Code: 1910 Producthervice Description: TRANSPORT VESSELS, PASSENGER AND TROOP Delivery: 7 Days After Award 1540-01-1 OPTIONAL FORM 333 (445} Sponsored by GSA FAR GFRJ 53110 ATTACI-INIENT 1 TERMS AND CONDITIONS 52.2 12-4 Contract Terms and Conditions - Commercial Items. (JAN 201'?) Addendum to Contract Administration: The U.S. Departm ent of Homeland Security, Federal Emergency Management Agency willperform all contractadministration. Communications pertaining to contractual administrative matters shall be addressed to the Contracting Of?cer (CO) listed below. Changes in, or deviations from, the terms and conditions of the contract shall not be effected without written modi?cation to the order as executed by a FEMA Contracting Officer. The GovernmentOf?cials assigned to this contract are as follows: Administrative Contracting Of?cer: Namezlsaac L. Chapple Contracting Of?cer?s Representativeflnvoicing Approval: NamezKristin Buda Email: Kristin.Budg@fema.dhs.gov CONTRACTING OFFICERS REPRESENTATIVE The Contracting Of?cer may designate a Contracting O?icers Representative (COR) to assistin monitoring the work under this contract. The COR is responsible for the technical administration of the contract and technical liaison with the Contractor. The COR IS NOT authorized to change the scope of work or speci?cations as stated in the contract and in any Task Order, to make any commitments or otherwise obligate the Governmentor authorize any changes which affect the contract price, delivery schedule, period of perform ance, orother terms or conditions. The Contracting Of?cer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract and any Task Orders issued. The Contracting Officer shall authorize any such revision in writing. Invoice Procedures The contractor sh all submit an invoice{s) upon delivery and acceptance of all supplies or services as speci?ed in thePricefCost Schedule. Contractors shall submit vouchers electronically in format to the FEMA Finance Center at FEMA- and Contractors shall also submit an electronic copy to FEMA COR or program person if a COR is not designated at their email address. The submission of vouchers electronically will reduce correSpondence and other causes for delay to a minimum and will facilitate prompt payment to the Contractor. Paper vOuchers mailed to the ?nance center will not be processed for payment. If the Connector is unable to submit a payment request in electronic form, the contractor shall submitthe payment request using a method mutually agreed to by the Contractor, the ContractingOf?c er, andthe payment of?ce. Invoices shall be submitted as follows: Contractors shall use Standard Form (SF) 1034 (Public 1Voucher Page 1 of 39 for Purchases and Services OtherThan Personal) and SF 1035 (Continuation Sheet) whenrequesting payment for supplies or services rendered. Both fonns are looatedat Suitable self-designed forms (contractor invoice forms) may be submitted instead of the SF 1035 as long as they containthe information required. The voucher must provide a description of the supplies or services, by line item if applicable), quantity, unit price, and total amount. The item description, unit of measure, and unit price must match those speci?ed in the contract. Invoices that do not match the line item pricing in the contract will be considered improper and will be returned to the Contractor. The Contractor shall not be paid more frequently than on a basis. SF 1034 and 103 5 instructions: SF 1034 ?Public Voucher forPurchases and Services Otherthan Personal The information which a contractor is required to submit in its Standard Form 1 034 is set forth as follows: (1) US. Department, Bureau, or establishment and location insert the names and address ofthe servicing financeo?i ce unlessthe otherwise. (2) Date Voucher Prepared - insert date on which the public voucher is prepared and submitted. (3) Contracthelivcry Order Number and Date - insert the numberand date of the contract and delivery order, ifapplicable, under which reimbursement is claimed. (4) RequisitionNumber and Date - leave blank. (5) VoucherNumber - insert the appropriate serial num ber of the voucher. A separate series of consecutive numbers, beginning with Numb er 1, shall be used by the contractor for each new contract. When an original vouch er was submitted, but not paid in full because of su spended costs, resubmiss ion vouchers should be submitted in a separate invoice showingthe original voucher num her and designated with the letter as the last character of the number. If there is more than one resubmission, use the appropriate suf?x(R2, R3, etc.) (6) ScheduleNumber; Paid By; Date Invoice Received - leave blank. (7) Discount Terms - enterten'ns of discount, if applicable. (8) Payee's AccountNumber - this Space may be used by the contractor to record the account or job number(s) assigned to the contract or may be left blank. Payee's Name and Address - showthe name of the contractor exactly as it appears in the contract and its correct address, except when an assignment has been made by the contractor, or the right to receive payment has been restricted, as in the case of an advance account. When the right to receive payment is restricted, the type of information to be shown in this space shall be ?lmished by the Contracting Of?cer. Shipped From; To; Weight Government BIL Number - insert for supply contracts. (1 1) Date of Delivery or Service - show the month, day and year, beginning and ending dates of supplies or services delivered. (12) Articles and Services - insert the following: "For detail, see Standard Form 1035 OR ?For detail, see contractorinvoicefonn?. (13) Type the following certi?cation, signed by an authorized official, on the face of the Standard Form 1034. certify th at all payments requested are for appropriate purposes and in accordance with the agreements set forth in the contra (Name of Of?cial) (Title) (14) Amount - insert the amount claimed for the period indicated in (1 above. Th is amount should be transferred ??om the total per the SF 103 5 Continuation Sheet or contractor invoice form. (15) SF 1035 Continuation Sheet The SF 103 5 will be used to identify the speci?c item description, quantities, unit of easure, and prices Page 2 of 39 for each category of deliverable item or service. Suitable self-designed forms {contractor invoice form) may be submitted instead of the SF 1035 as long as they contain the information required. The information which a contractor is required to submit in its Standard Form 1035 is set forth as follows: US. Department, Bureau, or Establishment - insert the name and address of the servicing ?nance of?ce. ?v'oucher Number - insert the voucher number as shown on the Standard Form 1 034. Schedule Number - leave blank. Sheet Number - insert the sheet numb er if more than one sheet is used in numerical sequence. Use as many sheets as necessary to showthe information required. Number and Date of Order - insert payee's name and address as in the Standard Form 1034. Articles or Services - insert the contract number as in the Standard Form 1034, and description. Quantity; Unit Price? insert for supply contracts. Amount - insert the total quantities contract value, and amount and type of fee payable (as applicable). A summary of claimed current and cumulative goods and services delivered and accepted to date. - Invoices shall include an itemization of all goods and services delivered and accepted for the period by item and by CLIN. Each invoice shall include suf?cient detail to identify goods and services as compared ELECTRONIC FUNDS TRANSFER (EFF) INFORMATION 1 . To receive payment, the contractor shall submit their EFT information to the Govemment. EFT information maybe submitted by EFT form, through System for Award Management (SAM), or on invoice. Failure to provide the EFT information or failureto notify the Government of changes to this EFT information may result in delays in payments andfor rejection of the invoice in accordance with the Prompt Payment clause of this contract. EFT forms may be submitted FEMA Finance Center at 2. If submitting EFT information on invoicet?voucher, the following EFT information should be submitted: (3) Routing Transit Number The contractor shall provide the on rrent 9-digit RTN of the payee?s bank Payee'saccountnumber (The EFT information submitted must be that of the contractor unless there is an of?cial Assignment of Claims on ?le with the payment of?ce.) Ifat any time during the term of this contract, the contractor changes any EFT information, (i ?nancial agent, RTN, account number, etc.) the new EFT information must replace the old EFT information on subsequent invoices submitted under this contract, through SAM, or by submission of a new EFT form. DEFECTIVE OR IMPROPER INVOICES (JUN 2014} Name, title, phone number, and email of of?cials of the business concern who are to be noti?ed when the Government receives an improper invoice. Time of delivery: Vessel must be Dock and Operational Oct 15, 2017 Period of Performance: October 11, 2017 February 3, 2018 Page 3 of 39 51223-5 Pollution Prevention Right-to-Know Information (May 2011) 52.223-6 Drug-Free Workplace. (MAY 2001) 51223?10 Waste Reduction Program. (MAY 2011) 51229-3 Federal, State, and Local Taxes. (FEB 2013) 51233-2 Service of rotest. (SEP 2006) Protests, as de?ned in section 33. 10] ofthe Federal Acquisition Regulation. that are ?led directly with an agency. and copies of any protests that are ?led withthe Government Accountability Office (GAO), shall be served on the Contracting Of?cer (addressed as follows} by obtaining written and dated acknowledgment of receipt from 500 StreetWashington, DC 20742 The copy of any protest shall be received in the of?ce designated above within one day of ?ling aprotest with the GAO. (End ofprovision) 52233-3 Protest after Award. (AUG 1996) 52.242-13 Bankruptcy. (JUL 1995) 52.246-2 Inspection of Sn pplies- Fixed-Price. (AUG I996) 52.2464 Inspection of Services - Fixed-P rice. (AUGI 996) 52.246-16 Responsibility for Supplies. (APR 1984) 52.249-2 Termination for Convenience-Jo addition to the remedies provided under this clause and applicable law, in the event the Government terminates this contract for convenience, Contractor will be entitled to retain the full Fixed Charter Price. 52.252-2 Clauses Incorporated by Reference. (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in ?Jll text. Upon request, the Contracting Of?cer will make their full text available. Also, the full text of a clause may be accessed electronically at thisi?these address(es): I (End of clause) 3052.209?70 Prohibition on contractswith corporate expatriates. (J UN 2006) Prohibitions. Section 83 5 ofthe Homeland Security A ct, 6 .S.C. 3 95, prohibits the epartment ofHomeland Security from entering into any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defin ed in this clause, or with any subsidiary of Such an entity. The Secretary shall waive the prohibition with respect to any speci?c contract if the Secretary determines that the waiver is required in the interestof national security. De?nitions. Asused in this clause: Expanded Af?liated Group means an af?liated group as de?ned in section 1 504(a) of the Internal Revenue Code of 1986 {without regard to section 1504(b) ofsuch Code), except that section 1504 ofsuch Code shall be applied by substituting 'more than 50 percent? for ?at least 30 percent? each place it appears. Foreign Incorporated Entity means any entity which is, or but for subsection of section 335 of the Homeland Security Act, 6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Page 4 of 39 Revenue Codeof1986. Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)- (1) The entity completes the direct or indirect acquisition of sub stantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constitutinga trade or business of a domestic partnership; (2) Alter the acquisition at least 80 percent of the stock (by vote or val ue) of the entity is held- In the case of an acquisition with respect to a domestic corporation, by fonner shareholders of the domestic corporation by reason of holding stock in the dom esti corporation; or (ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a cap ital or pro?ts interest in the domestic partnership; and (3) The expanded af?liated group which after the acquisition includes the entity does not have substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded af?liated group. Person, domestic, and foreign have the meanings given such terms by paragraphs (1), (4), and of section 3?10 1 of the Internal Revenue Code of 986, respectively. Special rules. The following de?nitions and special rules shall apply when determining whether a foreign incorporated entity should be treated as an inverted domestic corporation. (1) Certain stock disregarded. Forthe purpose of beating a foreign incorporated entity as an inverted domestic corporation these shall not be taken into account in determining ownership: Stock held by members of the expanded af?liated group which includes the foreign incorporated entity; or (ii) Stock of such entity which is sold in a public offering related to an acquisition described in section 835(b)(1) ofthe Homeland Security Act, 6 U.S.C. Plan deemed in certain cases. If a foreign incorporated entity acquires directly or indirectly substantially all ofthe properties of a domestic corporation or partnership during the 4-year period beginning on the date which is 2 years before the ownership requirements of subsection are met, such actions shall be treated as pursuant to a plan. (2) Certain transfers disregarded. The transferof properties or liabilities(including by contribution or distribution) shall be disregard ed if such transfers are part of a plan a principal purpose of which is to avoid the purposes of this section. Special rule for related partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 .S.C. 395(b) to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common control (within the Page 5 of 39 meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership. TreatmentofCertain Rights. (1) Certain rights shall be treated as stocks to the extent necessary to re?ect the present value of all equitable interests incidentto the transaction, as follows: warrants; (ii) options; contracts to acquire stock; (iv) convertible debt instruments;and others similarinterests. (2) Rights labeled as stocks shall not be treated as stocks whenever it is deemed appropriate to do so to re?ect the present value of the transaction or to disregard transactions whose recognition would defeat the purpose of Section 835. (0 Disclosure. The offeror underthis solicitation represents that (Check one): it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria 43 CFR 3009.103-7000 through 3009.108-7003; it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.108-7000 through 3009.108-7003, but it has submitted a request for waiver pursuant to 3009. I 08-7004, which has not been denied; or it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR through 3009.108-7003, but it plans to submit a request for waiver pursuant to 3009.108-7004. A copy of the approved waiver, if a waiver has already been granted. or the waiver request, if a waiver has been applied for, shall be attached to the bid or proposal. (End of Clause) 3052.212-70 Contract Terms and Conditions Applicable to DHS Acquisition of Commercial Items. (SEP2012) As prescribed in (HSAR) 43 CFR3012.30 insertthe following clause: CONTRACT TERMS AND CONDITIONS APPLICABLE TO DHS ACQUISITION OF COMMERCIAL ITEMS (SEP2012) The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The provision or clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference: Provisions. 3 052.209?72 Organizational Conflictso?nterest. 3052.216-70 Evaluation of Offers Subjectto An Economic Price Adj ustmentClause. Page 6 of 39 3052.219-22 EvaluationofPrime ContractorPartieipation inthe DHSMentorProtege Program. Clauses. 3052.203-70 Instructions 30 5 2.204-70 Security Requirements for Unclassi?ed Information Technology Resources. 3052.204?71 ContractorEmployee Acoe ss. Alternate] 3052.205-20Advertisement, PublicizingAwards,andReleases. 3052 .209-73 Limitationon Future Contracting. KeyPersonnel orFacilities. Deterrninationowaard Fee. Evaluation Plan. _3 052 .2 16-73 Distribution of Award Fee. 3052 .2 1 7-9 [Performance (USCG) _3 052.2 1 7-92 Inspection and Manner of Doing Work. (USCG) 3052.217-93 Subcontracts. (USCG) 3052 .2 1 7-94 LayDays. (USCG) 3052 .2 Discharge of Liens. (U SC _3052.217-98 Delays.(USCG) _3052.217-99 Departmentof Labor Safety,r and Health Regulations for Ship Repair. (USCG) _3052.217-100 Guarantee (USCG) 3052.219-70 SmallBusiness SubcontractingPlan Reporting. DHS MentorProtegeProgram. 3052.228?70 Insurance. Noti?cation of MillerAct Paym entBond Protection. (USCG) _3052.228-91 Loss of or Damage to Leased Aircraft. (USCG) _3052.228-92 FairMarket Valueof Aircraft. (USCG) Risk and Indemnities. (USCG) _3052.236-70 Special Provisions for Work at Operating Airports. Contracting Of?cer?s Representative. F.o.B.OriginInfonnation. Alternate} _Alternate II 3052.247?71F.o.B.0rigin Only. 3052.247-72 F.o.B.DestinationOnly. (End of clause) 52.212-5 Contract Termsand Conditions Required To Implement Statutes or Executive Orders - Commercial Items. (J AN 201?} followingFederalAcquisition Regulation(FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive Page 7 of 39 or Statements (JAN 2017) (section 743 ofDivision E, Title VII, ofthe Consolidated and Further Continuing Appropriations Act, MI 5 (Pub. L. I 13-23 5) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions?. (2) Corporations (NOV 2015). (4) 52.233-4, Applicable Law forBreach ofContract Claim (OCT 2004) (Public Laws and note)). The Contractor shall comply with the FAR clauses in this paragraph thatthe Contracting Of?cer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicableto acquisitions of commercial items: (Contracting Of?cer check as appropriate.) (1 52203-6, Restrictions on Subcontractor Sales tothe Govemment{SEP 2006), with Alternate I (OCT 1995} (41 and [0 U.S.C. 2402). (2) 52.203-1 3, Contractor Code ofBusiness Ethics and Conduct(OCT 2015) (41 U.S.C.3509). (3) 52.203-1 5, Whistleblower Protections under the American Recovery and Reinvestment Act of2009 (JUN 2010) (Section 1553 ofPub. L. 111-5). (Appliesto contracts funded by the American Recovery and Reinvestment Actof2009.) (4)5 2. 204- 1 0, Reporting Executive Com pensation and First-Tier ubcontract Awards(OCT 2016)(Pub. L. U.S.C. 6l0l note). (5) (Reserved) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. l- 117, section T43 ofDiv. C). (2) 52.204- 1 5, Service Contract Reporting Requirements forlnde?nite-Delivery Contracts (OCT 20 16) (Pub. L. 1 1-1 17, section 743 ofDiv. (8) 52.209-6, Protectingthe Gov ernm ent's lnte re st hen Subcontracting with Contractors Debarred, Suspended, or Proposed forDebarment. (OCT 2015)(31 U.S.C. 6101note). Matters (JUL 2013)(41 1.1.8.023 13). (Reserved) Notice ofHUBZone Set-Aside or Sole-Source Award (NOV 2011) (IS U.S.C. 657a). (ii) Alternate 1 (NOV 52.2 19-4, Notice ofPrice Evaluation Preference for HU BZone Small Business Concerns (OCT 20 14) (if the offeror elects to waive the preference, it shall so indicate in itsoffer) (15 U.S.C. 652a). (ii) Alternate 1 (JAN (13)(Reserved) Page 8 of 39 Notice ofTota] Small Business Set-Aside (NOV 201l)(15 U.S.C. 644). (ii) Alternate 1 (NOV 20] 1). Alternate 11 (NOV 2011). Notice of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644). (ii) Alternate I (OCT 1995) of5 2.2 19-7. Alternate II (MAR2004) of52.219-7. (16) 52.219?3, Utilization of Small Business Concerns (NOV 20 16) (15 U.S.C. 637(d)(2) and (1 9-9, Small Business Subcontracting Plan (J AN 201?) (15 U.S.C. 63 (ii) Alternate I (NOV 20] 6) of 52.219-9. Alternate 11 (NOV (iv) Alternate (NOV Alternate IV 010)! 2016) of52.219-9. Notice ofSet-Aside ofOrders (NOV 2111 1) (15 U.S.C. 644(r)). 52.219-14, Limitations on SubcontractingUAN U.S.C. 637(a)(l4)). (20) 52.219-16, (JAN 1999) 5 U.S.C. (21 52.219?27, Notice of Service-Dis abled Veteran-Owned Small Business Set-A side (N011:r 2011)(15 U.S.C. 6521?). (22) Award Small Business Program Representation (JUL 2013) (I (23) 52219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Coneems (DEC 201 5) (15 U.S.C. (24) 52219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (DECZZO 15) (15 (25) 52.222?3, Convict Labor (JUN (26) 52 .222- 1 9, Child Labor-Cooperation with Authorities and Remedies(0CT 13126). (27) 52222-2 1 Prohibition ofSegregated (28) 52.222-26, EqualOpportunity(SEP 1246). Page 9 of 39 [x1 (29) 52222-35, Equal Opportunity for Veterans (ocr 201mm; U.S.C.4212). (30) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793}. (31) 52.222-37, Employment Reports on Veterans (FEB 21] 6) (38 U.S.C.4212). (32) 52222-411, Noti?cation of Employee Rights Underthe National LaborRelations Act (DEC 13496). 52222-50, CombatingTra?icking in Persons (MAR 20 15) (22 U.S.C. chapter 78 and ED. 1362?). U.S.C. chapter 73 and 13.0. 1362?) (34) 52222-54, Employment Eligibility Veri?cation (OCT 2015). (E. 0. 12989). (Not applicable to the acquisition of commercial ly available o?-the-shelfitems or certain other es of commercial items as prescribed in 22.1803.) (35) (Removed) Note to paragraph By a court order issued on October 24, 2016, 52.222-59 is enjoined inde?nitely as of the date of the order. The enjoined paragraph will become effective immediately if the courtterminates the injunction. At that time, GSA, and NASA will publish a document in the Federal Register advising the public ofthe termination ofthe injunction. (3 6) 52222-61}, Paycheck Transparency (Executive Order 13673} (OCT 2016). 52223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (MAY 2003) (42 U.S.C. (Not applicable to the acquisition of commercially available off-the-shelf items.) (ii) Alternate I (MAY 2011 3) of 52 .223-9 (42 U.S .C. (Not applicable tothe acquisition of commercially available oft-the-shelfitems.) 3 3)52.223- 1 1 ,Ozone?Depleting Substances and High Global WanningPotential Hydro?uorocarbons UN201 13693). Maintenance, Service, Repair, orDisposal ofRefrigeration Equipment and Air Conditioners (JUN 2016) (EU. 13 693}. Acquisition ofEPEAT?-Registered1maging Equipment(JUN 2014) (E.0.s 13423 and 13514). (ii) Alternate (41 52.223- 14, Acquisition ofEPEAT??Registered Televisions (JUN 2014) (E.O.s 13423 and 13514). (ii) Alternate I (JUN 20 1 4) of 52.223- 14. (42) 52.223- 1 5, EnergyEf?ciency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b). Page 10 of 39 52.223- 16, Acquisition ofEPEATtE-RegisteredPersonal ComputerProducts (OCT 13423 and 13514). Alternate I (J UN 2014) of52.223- 16. (44) 52.223-18, Encouraging Contractor Policiesto Ban TextMessaging While Driving (AUG 201 1) (45) 52.223-20, Aerosols (JUN 2016) (ED. 13693). (46) 52.223-21, FoamsUUN 2016) (13.0. 13693). 52.224-3, PrivacyTraining (JAN 2017)(5 U.S.C. 55221). (ii) Alternate] (JAN 2017) of 52.224?3. (48) 52.225- 1, Buy American-Supplies (MAY 20 14) (41 U.S.C. chapter 83). American-Free Trade Agreements-Israeli Trade Act (MAY 2014) (41 U.S.C. chapter83, l9 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 109-53, 109-169,109-283, 1 10-138, 112-41, 112-42,and 112-43. (ii) Alternate I (MAY 2014) of 52225-3. AlternateII (MAY 2014) of52.225-3. (iv) Alternate (MAY 2014) cf52.225-3. (50) 52225-5, Trade Agreements (OCT 2016) l9 U.S.C.2501, 315.943., 19 U.S.C. 3301 note). Restrictions on Certain Foreign Purchases (JUN 2008} (E.O.'s, proclamations, and statutes administered by the Of?ce of Foreign Assets Control of the Departmentof the Treasury). 2) 52225?26, Contractors Performing Private Security Functions Outside the United States (Oct 20 1 6) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). (53) 52226-4, Notice of Di caster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150). 52226-5, Restrictions on Subcontracting Outside Disaster or Em ergenc}r Area (NOV 2007) (42 U.S.C. 5150). (55) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C.4505, 10 (56) 52.23 2-30, Installment Payments for Commercial Items (JAN 2017)(4l U.S.C. 4505, 10 U.S.C. 2307(0). (5 2) 52.232-33, Payment by Electronic Funds Transfer-8y stem for Award Management(IUL 2013) (31 U.S.C. 3332). (5 8) 52 .232-34, Payment by Electronic Funds Transfer - Other than System for Award Management (JUL 20 1 3) (31 U.S.C. 3332). (59) 52232-36, Paymentby Third Party (MAY 2014) (31 U.S.C. 3332). Page 11 of 39 (60) to Small Business Subcontractors(JAN U.S.C. (61) 52239-1 Privacy or Security Safeguards (A UG 1996) (5 U.S.C. 552a). i) 52 .247-64, Preference for Privately Owned .3 .-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C.2631). (ii) Alternate I (APR 2003) of 52 .247-64. The Contractor shall compl},r with the FAR clauses in this paragraph applicable to commercial services, that the Contracting Of?cer has indicated as being incorporated in this contractby reference to implement provisions oflawor Executive orders applicable to acquisitionsof commercial as appropriate.) (1) 52.222- 1 7, Non-displacement of Quali?ed Workers (MAY 2014) (EU. 13495). (2)5 2222-4 1, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and41U.S.C. chapter 67). (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adj ustm ent (Multiple Year and Option Contracts) (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter67). (5) 52222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (MAY 20 14) (29 U.S.C 206 and 41 U.S.C. chapter (6) 52 .222?5 1, Exemption from Application of the Service Centract Labor Standards to Contractsfor Maintenance, uirernents (MAY 2014) (41 U.S.C. chapter 67). (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 US .C. chapter (8) 52222-5 5, Minimum Wages under Executive Order 13 65 3 (DEC 2015). (9) 52222-62, Paid Sick Leave under Executive Order 13 706 (JAN 2017) (5.0. 13706) (10) 52226-6, Promoting Excess Food Donation to Nonpro?t Organizations (MAY 2014) (42 U.s.c.1792}. (1 1) 52.237-1 Accepting and Dispensing of$1 Coin (SEP 2008) (31 11.3.0 51 12(110(1))- Comptroller General Examination ofRecora'. The Contractor sh all with the provisions of this paragraph if this contract was awarded using other than sealed bid, is in excess of the simpli?ed acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records - Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller Gen eral, shall have access to and right to examine any of the Contractor?s Page 12 of 39 records involvingtransactions related tothis contract. (2) The Contractor shall make available at its of?ces at all reasonable times the records, materials, and otherevidence for examination, audit, or reproduction, until 3 years after ?nal payment under this contract or for any shorter period speci?ed in AR Subpart Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relatingto the work terminated shall be made available for 3 years after any resulting ?nal term ination settlement. Records relating to appeals under the disputes clause or to litigation or the settlementof claims arising under or relatingto this contract shall be made available until such appeals, litigation, or claimsare ?nally resolved. (3) As used in this clause, re cords include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractorto create or maintain any record that the Contractor does not maintain in the ordinary course of bu siness or pursuant to a provision of law. Notwithstanding the requirements of the clauses in paragraphs and (d)of this clause, the Contractor is not required to ?ow down any FAR clause, other than those in this paragraph 1 of this paragraph in a subcontract forcommercial items. Unless othemise indicated below, the extent of the ?ow down shall be as required by the clause- 52 .203-1 3, Contractor Code of Business Ethics and Conduct (OCT 2111 5) (41 U.S.C.3509). (ii) 52.203- 1 9,Proh ib ition on RequiringCertain nternal Con?dentiality Agreements or Statements (JAN 20] (section 743 of Division E, Title VII, of the Consolidated and Act, 201 5 (Pub. L. 1 3-23 5) and its successor provisions in subsequent appropriations acts (and as extendedincontinu in gresol utions)). 52 .2 1 9-8, UtilizationofS-mall Business Concerns (NOV 2016)(15 .S .C. 63 and in all subcontracts that offer further subcontracting opportunities. Ifthe subcontract {exceptsubcontractsto small business concerns) exceeds $700,000 1 .5 million for construction of any public facility), the subcontractor must include 5 2219-8 in lowertier subcontracts that offer subcontracting opportunities. (iv) 52.222-17, Non-displacementof Quali?ed Workers (MAY 2014) (13.0. 1 3495). Flow down required in accordance with paragraph (1) ofF AR clause 5 2.222- 17. 52.222-21 Prohibitionof Segregated Facilities(APR2015). (vi) 52.222-26, Equal Opportunity (SEP 2016) (EU. 1 1246). (vii) 52.222-35, Equal Opportunity for Veterans (OCT 2015)(38 U.S.C. 4212). 52.222-36, Equal Opportunity for Workers with Disabilities (J UL 21) 4) (29 U.S.C. 793). (ix) 52.222-3 7, Employment Reports on Veterans (FEB 2016) (3 8 U.S.C. 4212). 52.22 2-40, Noti? cationofEmployee Rights Under theNational Labor Relations Act (DEC 13496). Flow down required in accordance with paragraph of FAR clause 52.222?40. Page 13 of 39 (xi) 52.222-5 1 Exemption from Applicationofthe Service ContractLabor Standards to Contracts for Maintenance, Calibration, or Repairof Certain (xii) 52 .222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Serv ices-Requirements (MAY 2014)(41 .S. C. chapter 67). 52222-55, MinimumWagesunderExecutive Order 13658 (DEC 2015). (xiv) (Removed) Note to paragraph By a court order issued on October 24. 2016, 52.222-59 is enjoined inde?nitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, GSA, and NASA will publ ish a document in the Federal Register advising the public of the termination of the injunction. (xv) (Executive Order 2016)). (xix)(A) 52224?3, Privacy Training (JAN 2017) (5 U.S.C. 552a). (13) Alternate 1 (JAN (xx) 52.222452 Paid Sick Leave under Executive Order 13 206 (JAN 20 17) (EC. 13706). (xxi) 52.225-26, Contractors Performing Private Security Functions outsidethe United States (Oct 20 1 6) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 us .0 2302 Note). (xxii) 52226-6, Promoting Excess Food DonationtoNonpro?t Organizations (MAY 20] 4) (42 U.S.C. 1292). low down required in accordance with paragraph of FAR clause 52226-6. 52 .247-64, Preference for Privately Owned U.S.-Flag Com mercia] Vessels (FEB 2006) (46 U.S.C. Appx. 1241(1)) and 10 U.S.C. 2631). Flow down required in accordance with paragraph of FAR clause 52247-64. (2) While not required, the Contractor May include in its subcontracts for commercial items a minimal number of additi onal clauses necessary to satisfyr its contractual obligations. (End of clause) Page 14 of 39 Contract Documents, Exhibits or Attachments Attachment . Mb? Title E?Solicitation Provisions 52.212-3 Offeror Representations and Certi?cations - Commercial Items.(JAN2017) Offeror Representations and Certi?cations -- Commercial Items (Jan 2017) The offeror shall complete only paragraphs of this provision if the Offeror has completed the annual representations and certi?cation electronically via the System for Award Management (SAM) Web site located at if the Offeror has not completed the annual representations and certi?cations electronically, the Offeror shall complete only paragraphs through of this provision. De?nitions. As used in this provision-- ?Administrative merits determination? means certain notices or ?ndings of labor law violations issued by an enforcement agency following an investigation. An administrative merits determination may be ?nal or be subject to appeal or further review. To determine whether a particular notice or ?nding is covered by this de?nition, it is necessary to consult section ILB. in the DOL Guidance. ?Arbitral award or decision? means an arbitrator or arbitral panel determination that a labor law violation occurred, or that enjoined or restrained a violation of labor law. It includes an award or decision that is not ?nal or is subject to being con?rmed, modi?ed, or vacated by a court, and includes an award or decision resulting from private or con?dential proceedings. To determine whether a particular award or decision is covered by this de?nition, it is necessary to consult section in the DOL Guidance. ?Civil judgment? means-- (1) in paragraph of this provision: A judgment or ?nding of a civil offense by any court of competentjurisdiction. (2) In paragraph (3) of this provision: Any judgment or order entered by any Federal or State court in which the court determined that a labor law violation occurred, or enjoined or restrained a violation of labor law. It includes a judgment or order that is not ?nal or is subject to appeal. To determine whether a particular judgment or order is covered by this de?nition, it is necessary to consult section in the DOL Guidance. Page 15 of 39 Guidance? means the Department of Labor (DOL) Guidance entitled: ?Guidance for Executive Order 13673, air Pay and Safe Workplaces? The DOL Guidance, dated August 25, 2016, can be obtained from ?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 quali?es as a women-owned small business eligible under the WOSB Program. ?Enforcement agency? means any agency granted authority to enforce the Federal labor laws. It includes the enforcement components of DOL (Wage and Hour Division, Of?ce of Federal Contract Compliance Programs, and Occupational Safety and Health Administration), the Equal Employment Opportunity Commission, the Occupational Safety and Health Review Commission, and the National Labor Relations Board. It also means a State agency designated to administer an OSHA-approved State Plan, but only to the extent that the State agency is acting in its capacity as administrator of such plan. It does not include other Federal agencies which, in their capacity as contracting agencies, conduct investigations of potential labor law violations. The enforcement agencies associated with each labor law under E.O. 13673 are-- (1) Department of Labor Wage and Hour Division (WHD) for-- The Fair Labor Standards Act; (ii) The Migrant and Seasonal Agricultural Worker Protection Act; 40 U.S.C. chapter 31, subchapter IV, formerly known as the Davis-Bacon Act; 41 U.S.C. chapter 67, formerly known as the Service Contract Act; (vi) The Family and Medical Leave Act; and (vii) E.O. 13658 of February 12, 2014 (Establishing a Minimum Wage for Contractors); (2) Department of Labor Occupational Safety and Health Administration (OSHA) for-- The Occupational Safety and Health Act of 1970; and (ii) OSHA-approved State Plans; (3) Department of Labor Of?ce of Federal Contract Compliance Programs (OF CCP) for-- Section 503 of the Rehabilitation Act of 1973; Page 16 of 39 (ii) The Vietnam Era Veterans' Readjustment Assistance Act of 1972 and the Vietnam Era Veterans' Readjustment Assistance Act of 1974; and E.0. 11246 of September 24, 1965 (Equal Employment Opportunity); (4) National Labor Relations Board (NLRB) for the National Labor Relations Act; and (5) Equal Employment Opportunity Commission (EEOC) for-- Title V11 of the Civil Rights Act of 1964; (ii) The Americans with Disabilities Act of 1990; The Age Discrimination in Employment Act of 1967; and (iv) Section 6(d) of the Fair Labor Standards Act (Equal Pay Act). ?Forced or indentured child labor? means all work or service? (6) Exacted from any person under the age of 18 under the menace of any penalty for its and for which the worker does not offer himself voluntarily; or (7) Performed by any person under the age of 18 pursuant to a contract the enfmcement 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 otferor. 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 de?nitions of 6 U.S.C. 395(c). ?Labor compliance agreement? means an agreement entered into between a contractor or subcontractor and an enforcement agency to address appropriate remedial measures, compliance assistance, steps to resolve issues to increase compliance with the labor laws, or other related matters. ?Labor laws? means the following labor laws and E.0.s: (1) The Fair Labor Standards Act. Page 17 of 39 (2) The Occupational Safety and Health Act (OSHA) of 19?0. (3) The Migrant and Seasonal Agricultural Worker Protection Act. (4) The National Labor Relations Act. (5) 40 U.S.C. chapter 31, subchapter IV, formerly known as the Davis-Bacon Act. (6) 41 U.S.C. chapter 67, formerly known as the Service Contract Act. (7) ED. 11246 of September 24, 1965 (Equal Employment Opportunity). (8) Section 503 of the Rehabilitation Act of 1973. (9) The Vietnam Era Veterans? Readjustment Assistance Act of 1972 and the Vietnam Era Veteransl Readjustment Assistance Act of 1974. (10) The Family and Medical Leave Act. (1 1) Title VII ofthe Civil Rights Act of 1964. (12) The Americans with Disabilities Act of 1990. (13) The Age Discrimination in Employment Act of 1967. (14) E.O. 13658 of February 12, 2014 (Establishing a Minimum Wage for Contractors). (15) Equivalent State laws as de?ned in the DOL Guidance. (The only equivalent State laws implemented in the FAR are OSHA-approved State Plans, which can be found at state plans.html). ?Labor law decision? means an administrative merits determination, arbitral award or decision, or civiljudgment, which resulted from a violation of one or more of the laws listed in the de?nition of ?labor laws?. ?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; Page 18 of 39 (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 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 de?ned 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 de?ned 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 speci?c authorization from the Of?ce 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 technoIOgy that is to be used speci?cally? Page 19 of 39 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? 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 de?ned in 38 101(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 af?liates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and quali?ed 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 CF 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 de?ned at 13 CFR 124.105) by-- 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 and (2) The management and daily business operations of which are controlled (as defined at 124.106) by individuals, who meet the criteria in paragraphs and (ii) of this definition. Page 20 of 39 ?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 of?cesfdivisions 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 speci?c 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 de?ned at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. ?Women-owned business concern? means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of the its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women. ?Women-owned small business concern? means a small business concern -- 1) That is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. ?Women-owned small business (WOSB) concern eligible under the W083 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. Note to paragraph By a court order issued on October 24, 2016, the following de?nitions in this paragraph are enjoined inde?nitely as of the date of the order: ?Administrative merits determination?, ?Arbitral award or decision?, paragraph (2) of ?Civiljudgment?, Guidance?, ?Enforcement agency?, ?Labor compliance agreement?, ?Labor laws?, and ?Labor law decision?. The enjoined de?nitions will become effective immediately if the court terminates the injunction. At that time, GSA, and NASA will publish a document in the Federal Register advising the public of the termination of the injunction. Page 21 of 39 (1) Annual Representations and Certi?cations. Any changes provided by the offeror in paragraph of this provision do not automatically change the representations and certi?cations posted on the SAMwebsite. (2) The offeror has completed the annual representations and certi?cations electronically via the SAM website accessed through After reviewing the SAM database information, the offeror verifies by submission of this offer that the representation and certi?cations currently posted electronically at AR 52.212-3, Offeror Representations and Certi?cations?Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs . [O?eror to identaj?z the applicable paragraphs at through (it) of this provision that the o?leror has completed for the purposes of this solicitation only, if any. These amended representation(s) and/or certification?) are also incorporated in this offer and are current, accurate, and complete as of the date of this ojj?er. Any changes provided by the oj?ror are applicable to this solicitation only, and do not result in an update to the representations and certi?cations posted electronically on Offerors must complete the following representations when the resulting contract is to be performed in the United States or its outlying areas. Check all that apply. (1) Small business concern. The offeror represents as part of its offer that it is, is not a small business concern. (2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph 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 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 onlyr if the offeror represented itself as a small business concern in paragraph of this provision] The offeror represents that it is, is not, a small disadvantaged business concern as defined in 13 CFR124.1002. (5) Women-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph of this provision] The offeror represents that it is, is not a women?owned small business concern. Page 22 of 39 Note: Complete paragraphs and only if this solicitation is expected to exceed the simpli?ed acquisition threshold. (6) WOSB concern eligible under the W083 Program. [Complete only if the offeror represented itself as a women-owned small business concern in paragraph of this provision] The offeror represents that? It is, is not a WOSB concern eligible under the W083 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 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 W083 representation. (T) 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 of this provision] The offeror represents that? 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 ajoint venture that complies with the requirements of [3 CFR part 127, and the representation in paragraph 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 thejoint venture: Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation. (8) Women-owned business concern (other than small business concern). [Complete only if the offeror is a women-owned business concern and did not represent itself as a small business concern in paragraph 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: Page 23 of 39 (10) small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph of this provision] The offeror represents, as part of its offer, that-- It is, is not a small business concern listed, on the date of this representation, on the List of Quali?ed Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal of?ce, or employee percentage have occurred since it was certi?ed in accordance with 13 CFR part 126; and (ii) It is, is not a joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph of this provision is accurate for each small business concern participating in the joint venture. [The o?eror shaft enter the names of each ofthe UBZone small business concerns portiotpoting in the joint venture: Each small business concern participating in the joint venture shall submit a separate signed copy ofthe representation. Representations required to implement provisions of Executive Order 1 1246 -- (1) Previous contracts and compliance. The offeror represents the -- It has, has not, participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; and (ii) lt has, has not, ?led all required compliance reports. (2) A?irmative Action Compliance. The offeror represents that -- It has developed and has on ?le, has not developed and does not have on file, at each establishment, af?rmative action programs required by rules and regulations of the Secretary of Labor (41 CFR parts 60-1 and 60-2), or (ii) It has not previously had contracts subject to the written af?rmative action programs requirement of the rules and regulations of the Secretary of Labor. Certification Regarding Payments to In?uence ederoi Transactions (31 U.S.C. 1352). (Applies only if the contract is expected to exceed $150,000.) By submission of its offer, the offeror certi?es to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for in?uencing or attempting to influence an officer or employee of any agency, a Member of Congress, an of?cer 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 Page 24 of 39 lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form Disclosme of Lobbying Activities, to provide the name of the registrants. The offeror need not report regularly employed of?cers or employees of the offeror to whom payments of reasonable compensation were made. (1) Buy American Certi?cate. (Applies only if the clause at Federal Acquisition Regulation (FAR) 52.225-1, Buy American Supplies, is included in this solicitation.) (1) The offeror certifies that each end product, except those listed in paragraph 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. an end product that is not a COTS item and does not meet the component test in paragraph (2) of the de?nition of ?domestic end product.? The terms ?commercially available off-the-shelf (COTS) item,? ?component,? ?domestic end produc ?end product,? ?foreign end product,? and ?United States? are de?ned in the clause of this solicitation entitled ?Buy American?Supplies.? (2) Foreign End Products: INE ITEM NO. UNTRY OF ORIGIN [List as necessary] (3) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. (1) Buy American -- Free Trade Agreements -- Israel i Trade Act Certi?cate. (Applies only if the clause at FAR 52.225-3, Buy American -- Free Trade Agreements -- Israeli Trade Act, is included in this solicitation.) The offeror certi?es that each end product, except those listed in paragraph or 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 State3? are defined in the clause of this solicitation entitled ?Buy American--Free Trade Agreements--Israeli Trade Act.? Page 25 of 39 (ii) The offeror certi?es 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 de?ned 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] The offeror shall list those supplies that are foreign end products (other than those listed in paragraph or this provision) as de?ned 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, ten, an end product that is not a COTS item and does not meet the component test in paragraph (2) of the definition of ?domestic end product.? Other Foreign End Products: LINE ITEM NO. OF ORIGIN [List as necessary] (iv) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. (2) Bay American?Free Trade Agreements?Israeli Trade Act Certificate, Alternate I. If Alternate Ito the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph for paragraph of the basic provision: The offeror certi?es that the following supplies are Canadian end products as de?ned in the clause of this solicitation entitled ?Buy American?Free Trade Agreements?Israeli Trade Act?: Canadian End Products: Page 26 of 39 Line Item No.: [List as necessary] (3) Bay AmericanFFree Trade Agreements?Israeli Trade Act Certificate, Alternate H. If Alternate II to the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph for paragraph of the basic provision: The offeror certi?es that the following supplies are Canadian end products or Israeli end products as de?ned in the clause of this solicitation entitled ?Buy American--Free Trade Agreements-Israeli Trade Act": Canadian or Israeli End Products: Line Item No.: [List as necessary] (4) Buy American?Free Trade Agreements?Israeli Trade Act Certi?cate. Alternate HI. If Alternate to the clause at 52225-3 is included in this solicitation, substitute the following paragraph for paragraph of the basic provision: The offeror certi?es that the following supplies are Free Trade Agreement country end products (other than Bahrainian, Korean, Moroccan, Omani, Panamanian, or Peruvian end products) or Israeli end products as de?ned in the clause of this solicitation entitled ?Buy American?Free Trade Agreements?Israeli Trade Act?: Free Trade Agreement Country End Products (Other than Bahrainian, Korean, Moroccan, Omani, Panamanian, or Peruvian End Products) or Israeli End Products: ine Item No.: of Ori [List as necessary] (5) Trade Agreements Certificate. (Applies only if the clause at FAR 52.225-5, Trade Agreements, is included in this solicitation.) Page 27 of 39 The offeror certi?es that each end product, except those listed in paragraph of this provision, is a U.S.-made or designated country end product as de?ned in the clause of this solicitation entitled ?Trade Agreements.? (ii) The offeror shall list as other end products those end products that are not U.S.-made or designated country end products. Other End Products Line Item No.: [List as necessary] The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. For line items covered by the WTO GPA, the Government will evaluate offers of U.S.?made or designated country end products without regard to the restrictions of the Buy American statute. The Government will consider for award only offers of U.S.-made or designated country end products unless the Contracting Of?cer determines that there are no offers for such products or that the offers for such products are insuf?cient to ful?ll the requirements of the solicitation. Certification Regarding Responsibility Matters (Executive Order i2689). (Applies only if the contract value is expected to exceed the simpli?ed acquisition threshold.) The offeror certi?es, to the best of its knowledge and belief, that the offeror andfor any of its principals-- (1) Are, are not presently debarred, suspended, proposed for debarrnent, or declared ineligible for the award of contracts by any Federal agency; (2) Have, have not, within a three-year period preceding this offer, been convicted of or had a civiljudgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a Federal, state or local government contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsi?cation or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property; and (3) Are, are not presently indicted for, or otherwise criminally or civilly charged by a Government entity with, commission of any of these offenses enumerated in paragraph of this clause; and (4) Have, have not, within a three-year period preceding this offer, been noti?ed of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatis?ed. Page 28 of 39 Taxes are considered delinquent if both of the following criteria apply: (A) The tax liability is?nnily determined The liability is ?nally determined if it has been assessed. A liability is not ?nally determined if there is a pending administrative orjudicial challenge. In the case of a judicial challenge to the liability, the liability is not ?nally determined until all judicial appeal rights have been exhausted. (B) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (ii) Examples. (A) The taxpayer has received a statutory notice of de?ciency, under LR.C. {36212, which entitles the taxpayer to seek Tax Court review of a proposed tax de?ciency. This is not a delinquent tax because it is not a ?nal tax liability. Should the taxpayer seek Tax Court review, this will not be a ?nal tax liability until the taxpayer has exercised all judicial appear rights. (13) The IRS has ?led a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. ?6320 entitling the taxpayer to request a hearing with the IRS Of?ce of Appeals Contesting the lien ?ling, and to further appeal to the Tax Court if the IRS determines to sustain the lien ?ling. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a ?nal tax liability. Should the taxpayer seek tax court review, this will not be a ?nal tax liability until the taxpayer has exercised all judicial appeal rights. (C) The taxpayer has entered into an installment agreement pursuant to {56159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment. (D) The taxpayer has ?led for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. ?362 (the Bankruptcy Code). Certi?cation Regarding Knowledge of Child Labor for Listed End Products (Executive Order 13126). [The Contracting Of?cer must list in paragraph any end products being acquired under this solicitation that are included in the List of Products Requiring Contractor Certi?cation as to Forced or Indentured Child Labor, unless excluded at Page 29 of 39 (1) Listed End Product isted End Product: isted Countries of Ori in: (2) Certi?cation. [If the Contracting Of?cer has identi?ed end products and countries of origin in paragraph of this provision, then the offeror must certify to either or by checking the appropriate block] The offeror will not supply any end product listed in paragraph of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. (ii) The offeror may supply an end product listed in paragraph of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. The offeror certi?es that is has made a good faith effort to determine whether forced or indentured child labor was used to mine, produce, or manufacture any such end product furnished under this contract. 0n the basis of those efforts, the offeror certi?es that it is not aware of any such use of child labor. Ptace of manufacture. (Does not apply unless the solicitation is predominantly for the acquisition of manufactured end products.) For statistical purposes only, the offeror shall indicate whether the place of manufacture of the end products it expects to provide in response to this solicitation is predominantly? In the United States (Check this box if the total anticipated price of offered end products manufactured in the United States exceeds the total anticipated price of offered end products manufactured outside the United States); or (2) Outside the United States. Certi?cates regarding exemptions from the application of the Service Contract Labor Standards. (Certi?cation by the offeror as to its compliance with respect to the contract also constitutes its certi?cation as to compliance by its subcontractor if it subcontracts out the exempt services.) [The contracting of?cer is to check a box to indicate if paragraph or applies.] (1) Maintenance, calibration, or repair of certain equipment as described in FAR The offeror does does not certify that? The items of equipment to be serviced under this contract are used regularly for other than Governmental purposes and are sold or traded by the offer-or (or subcontractOr in the case of an exempt subcontract) in substantial quantities to the general public in the course of normal business operations; Page 30 of 39 (ii) The services will be furnished at prices which are, or are based on, established catalog or market prices (see FAR for the maintenance, calibration, or repair of such equipment; and The compensation (wage and fringe bene?ts) plan for all service employees performing work under the contract will be the same as that used for these employees and equivalent employees servicing the same equipment of commercial customers. (2) Certain services as described in FAR The offeror does does not certify that? The services under the contract are offered and sold regularly to non- Governmental customers, and are provided by the offeror (or subcontractor in the case of an exempt subcontract) to the general public in substantial quantities in the course of normal business operations; (ii) The contract services will be furnished at prices that are, or are based on, established catalog or market prices (see FAR Each service employee who will perform the services under the contract will spend only a small portion of his or her time (a average of less than 20 percent of the available hours on an annualized basis, or less than 20 percent of available hours during the contract period if the contract period is less than a month) servicing the Government contract; and (iv) The compensation (wage and fringe bene?ts) plan for all service employees performing work under the contract is the same as that used for these employees and equivalent employees servicing commercial customers. (3) If paragraph (10(1) or of this clause applies? If the offeror does not certify to the conditions in paragraph or (10(2) and the Contracting Officer did not attach a Service Contract Labor Standards wage determination to the solicitation, the offeror shall notify the Contracting Officer as soon as possible; and (ii) The Contracting Of?cer may not make an award to the offeror if the offeror fails to execute the certi?cation in paragraph or of this clause or to contact the Contracting Of?cer as required in paragraph of this clause. (1) Taxpayer identi?cation number (311W) (26 U.S.C. 6109, 31 USC. 7,701). (Not applicable if the offeror is required to provide this information to the SAM database to be eligible for award.) (1) All offerors must submit the information required in paragraphs through of this provision to comply with debt collection requirements of 31 U.S.C. 2701(c) and Page 31 of 39 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the lntemal Revenue Service (IRS). (2) The TIN may be used by the government to collect and report on any delinquent amounts arising out of the offeror?s relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in AR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror?s TIN. (3) Taxpayer Identi?cation Number (TIN). TIN: TIN has been applied for. TIN is not required because: Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an of?ce or place of business or a ?scal paying agent in the United States; Offeror is an agency or instrumentality of a foreign government; Offeror is an agency or instrumentality of the Federal Government; (4) Type of organization. Sole proprietorship; Partnership; Corporate entity (not tax-exempt); Corporate entity (tax-exempt); Government entity (Federal, State, or local); Foreign government; International organization per 26 CFR 1.6049-4; Other (5) Common parent. Offeror is not owned or controlled by a common parent: Page 32 of 39 Name and TIN of common parent: Name TIN Restricted business operations in Sudan. By submission of its offer, the offeror certifies that the offeror does not conduct any restricted business operations in Sudan. Prohibition on Contracting with Inverted Domestic Corporations? (1) Government agencies are not permitted to use appropriated (or otherwise made available) funds for contracts with either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation, unless the exception at applies or the requirement is waived in accordance with the procedures at 9.1084. (2) Representation. The offeror represents that? It is, is not an inverted domestic corporation; and (ii) It is, is not a subsidiary of an inverted domestic corporation. (0) Prohibition on contracting with entities engaging in certain activities or transactions relating to Iran. (1) The offeror shall email questions concerning sensitive technology to the Department of State at CISADA106@stategov. (2) Representation and Certi?cation. Unless a waiver is granted or an exception applies as provided in paragraph of this provision, by submission of its offer, the offeror? Represents, to the best of its knowledge and belief, that the offeror does not export any sensitive technology to the government of Iran or any entities or individuals owned or controlled by, or acting on behalf or at the direction of, the government of Iran; (ii) Certi?es that the offeror, or any person owned or controlled by the offeror, does not engage in any activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act; and Certifies that the offeror, and any person owned or controlled by the offeror, does not knowingly engage in any transaction that exceeds $3,500 with Iran?s Revolutionary Guard Corps or any of its of?cials, agents, or affiliates, the property and interests in property of which are blocked pursuant to the International Emergency Economic Powers Act 1701 et seq.) (see Page 33 of 39 OFAC's Specially Designated Nationals and Blocked Persons List at (3) The representation and certi?cation requirements of paragraph of this provision do not apply if? This solicitation includes a trade agreements certification or a comparable agency provision); and (ii) The offeror has certi?ed that all the offered products to be supplied are designated country end products. or Control of O?eror. (Applies in all solicitations when there is a requirement to be registered in SAM or a requirement to have a unique entity identi?er in the solicitation. (1) The Offeror represents that it has or does not have an immediate owner. If the Offeror has more than one immediate owner (such as a joint venture), then the Offeror shall respond to paragraph (2) and if applicable, paragraph (3) of this provision for each participant in the joint venture. (2) If the Offeror indicates ?has? in paragraph of this provision, enter the following information: Immediate owner CAGE code: Immediate owner legal name: (Do not use a ?doing business as? name) Is the immediate owner owned or controlled by another entity: []Yesor[]No. (3) If the Offeror indicates ?yes? in paragraph of this provision, indicating that the immediate owner is owned or controlled by another entity, then enter the following information: Highest level owner CAGE code:_ Highest level owner legal name (Do not use a ?doing business as? name) Representation by Corporations Regarding Delinquent Tax Liability or a stony Conviction under any ederai Law. Page 34 of 39 (1) As required by section 744 and 745 of Division of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 1 13-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that? Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless and agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or (ii) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government. (2) The Offeror represents that-- It is is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (ii) It is is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months. Predecessor ofO?eror. (Applies in all solicitations that include the provision at 52.204-16, Commercial and Government Entity Code Reporting.) (1) The Offeror represents that it is or is not a successor to a predecessor that held a Federal contract or grant within the last three years. (2) If the Offeror has indicated ?is? in paragraph of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if mere than one predecessor, list in reverse chronological order): Predecessor CAGE code (or mark ?Unknown). Predecessor legal name: (Do not use a ?doing business as? name). (5) Representation regarding compliance with labor laws (Executive Order 1367'3). If the offeror is ajoint venture that is not itself a separate legal entity, each concern participating in thejoint venture shall separately comply with the requirements of this provision. Page 35 of 39 For solicitations issued on or after October 25, 2016 through April 24, 2017: The Offeror does does not anticipate submitting an offer with an estimated contract value of greater than $50 million. (ii) For solicitations issued after April 24, 2017: The Offeror does does not anticipate submitting an offer with an estimated contract value of greater than $500,000. (2) If the Offeror checked ?does" in paragraph or (ii) of this provision, the Offeror represents to the best of the Offeror's knowledge and belief [Offeror to check appropriate block]: There has been no administrative merits determination, arbitral award or decision, or civil judgment for any labor law violation(s) rendered against the offeror (see de?nitions in paragraph of this section) during the period beginning on October 25, 2015 to the date of the offer, or for three years preceding the date of the offer, whichever period is shorter; or There has been an administrative merits determination, arbitral award or decision, or civil judgment for any labor law violation(s) rendered against the Offeror during the period beginning on October 25, 2015 to the date of the offer, or for three years preceding the date of the offer, whichever period is shorter. If the box at paragraph of this provision is checked and the Contracting Of?cer has initiated a reSponsibility determination and has requested additional information, the Offeror shall provide-- (A) The following information for each disclosed labor law decision in the System for Award Management (SAM) at unless the information is already current, accurate, and complete in SAM. This information will be publicly available in the Federal Awardee Performance and Integrity Information System (FAPIIS): (1) The labor law violated. (2) The case number, inspection number, charge number, docket number, or other unique identi?cation number. (3) The date rendered. (4) The name of the court, arbitrator(s), agency, board, or commission that rendered the determination or decision; (B) The administrative merits determination, arbitral award or decision, or civil judgment document, to the Contracting Of?cer, if the Contracting Of?cer requires it; Page 36 of 39 (C) In SAM, such additional information as the Offeror deems necessary to demonstrate its responsibility, including mitigating factors and remedial measures such as offeror actions taken to address the violations, labor compliance agreements, and other steps taken to achieve compliance with labor laws. Offerors may provide explanatory text and upload documents. This information will not be made public unless the contractor determines that it wants the information to be made public; and (D) The information in paragraphs and of this provision to the Contracting Of?cer, if the Offeror meets an exception to SAM registration (see FAR 4.1 102(a)). The Contracting Of?cer will consider all information provided under of this provision as part of making a responsibility determination. (B) A representation that any labor law decision(s) were rendered against the Offeror will not necessarily result in withholding of an award under this solicitation. Failure of the Offeror to furnish a representation or provide such additional information as requested by the Contracting Of?cer may render the Offeror nonresponsible. (C) The representation in paragraph of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous representation, in addition to other remedies available to the Government, the Contracting Of?cer may terminate the contract resulting from this solicitation in accordance with the procedures set forth in FAR 12.403. (4) The Offeror shall provide immediate written notice to the Contracting Of?cer if at any time prior to contract award the Offeror learns that its representation at paragraph of this provision is no longer accurate. (5) The representation in paragraph of this provision will be public information in the Federal Awardee Performance and Integrity Information System (FAPIIS). Note to paragraph (5): By a court order issued on October 24, 2016, this paragraph is enjoined indefinitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, GSA, and NASA will publish a document in the Federal Register advising the public of the termination of the injunction. Public Disclosure of Greenhouse Gas Emissions and Reduction Goals. Applies in all solicitations that require offerors to register in SAM Page 3? of 39 (U) (1) This representation shall be completed if the Offeror received $15 million or more in contract awards in the prior Federal ?scal year. The representation is optional if the Offeror received less than $7.5 million in Federal contract awards in the prior Federal ?scal year. (2) Representation. [0?eror to cheek applicable block(s) in paragraph (19(2) and The Offeror (itself or through its immediate owner or highest-level owner) does, does not publicly disclose greenhouse gas emissions, makes available on a publicly accessible Web site the results of a greenhouse gas inventory, performed in accordance with an accounting standard with publicly available and consistently applied criteria, such as the Greenhouse Gas Protocol Corporate Standard. (ii) The Offeror (itself or through its immediate owner or highest?level owner) does, does not publicly disclose a quantitative greenhouse gas emissions reduction goal, make available on a publicly accessible Web site a target to reduce absolute emissions or emissions intensity by a specific quantity or percentage. A publicly accessible Web site includes the Offeror's own Web site or a recognized, third-party greenhouse gas emissions reporting program. (3) If the Offeror checked ?does" in paragraphs or of this provision, respectively, the Offeror shall provide the publicly accessible Web site(s) where greenhouse gas emissions andfor reduction goals are reported: (1) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions), Government agencies are not permitted to use appropriated (or otherwise made available) funds for contracts with an entity that requires employees or subcontractors of such entity seeking to report waste, fraud, or abuse to sign internal con?dentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. (2) The prohibition in paragraph of this provision does not contravene requirements applicable to Standard Form 312 (Classi?ed Information Nondisclosure Agreement), Form 4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified information. Page 38 of 39 (3) Representation. By submission of its offer, the Offeror represents that it will not require its employees or subcontractors to sign or comply with internal con?dentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information agency Of?ce of the Inspector General). (End of Provision) Page 39 of 39