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1

Manufacturing Pricing Agreement

 3**[*Fill in date]*       Manufacturing Pricing Agreement**

3**Agreement Number:     *Fill in #***

3**Business Classification [check appropriate box (es)]:**

3MANUFACTURER / SUPPLIER INFORMATION:  [Fill-ins]

4THIS AGREEMENT is made *this  [Fill-in date]___________* by and between the _________ Company (MPA Holder) and the DLA Troop Support in accordance with the following terms and conditions.

4**DEFINITIONS:**

5**Published Commercial Price List:****** A price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or vendor (established catalog / market prices), is either published or otherwise available for inspection by customers, and states prices at which sales are currently, or were last, made to a significant number of buyers constituting the general public.  A government-only price list without commercial sales does not meet the definition.

5**Competitive Pricing:**   Determining price reasonableness primarily through, but not limited to,    comparative price analysis, the use of government in-house records, data obtained from market environment, and/or published commercial indices.

5**INTRODUCTION**

6**PRICING**

7**PRODUCT**

8**MILITARY READINESS**

9**BUSINESS RELATIONSHIPS**

9**CANCELLATIONS / MODIFICATIONS**

10**DISTRIBUTION CAPABILITY *[Fill-In}***

11**MISCELLANEOUS**

11**7.****(a.)  This MPA is for the sole, exclusive use of DLA TROOP SUPPORT**and the DLA TROOP SUPPORT Subsistence Prime Vendor.  Any other use of this MPA without the expressed, written consent of DLA TROOP SUPPORT is strictly prohibited and may result in termination of this MPA.

11**(b.)  The MPA Holder shall permit DLA TROOP SUPPORT** to release the contents of this MPA to any and all of the DLA TROOP SUPPORT Subsistence Prime Vendors and its authorized customers. The contents of this MPA may be disseminated by means of email.

12**Representations and Certifications**

13**COMMUNICATIONS**

14**Attachment 1, Section A**

14**Product Description**

16**Attachment 1 definitions:**

17**Attachment 1, Section B)**

17**Format**

18**National delivered price is only allowed when approved by the DLA TROOP SUPPORT MPA Contracting Officer when supported by established Company Price Lists.**

19**Attachment 1. Section C.**

19**MPA Discount & Pricing Information**

19**Commercial Sales Practices**

21**Attachment 2**

21**LOCAL STOCK NUMBER REQUEST FORM**

23**Attachment 3**

23*[Vendor may fill out the requirement certification in*SAM.gov | Home *be sure to keep your registration current in this website]*

2352.204-8 Annual Representations and Certifications.

30NAICS CodeSize standard

3152.212-3 Offeror Representations and Certifications—Commercial Products and Commercial Services.

43Line Item No.Country of Origin Exceeds 55% domestic content (yes/no)

45Line Item No.Country of Origin

46Line Item No.Country of Origin Exceeds 55% domestic content (yes/no)

48Line Item No.

49Line Item No.Country of Origin

50Line Item No.Country of Origin

54Listed End ProductListed Countries of Origin

61**10.   ADDITIONAL REPRESENTATIONS AND CERTIFICATIONS**

61**Procedures:**

61**a.) *Catalog Priced MPAs***

62**b.) *Competitive* Priced MPAs**

64**COMPLETE THE BELOW FILL-INS AS APPROPRIATE TO COMPANY BUSINESS:**

****

**MANUFACTURER PRICING AGREEMENT**

**(MPA)**

# [Fill in date]       Manufacturing Pricing Agreement                                                                                                                                     

# Agreement Number:     Fill in #

Issued by:   SMSG MPA 

SUBSISTENCE STRATEGIC MATERIAL SOURCING GROUP

SUBSISTENCE SUPPLIER OPERATIONS

DLA TROOP SUPPORT

700 ROBBINS AVE

PHILADELPHIA, PA 19111    

Points of Contact:    Margaret Conforto  (215) 737-2928

Margaret.Conforto@dla.mil, Contracting Officer  

        Margaret Conforto, Branch Chief, Supervisor

        Acquisition and Analysis MPA and NAPA             

# Business Classification [check appropriate box (es)]:

( ) SMALL     ( ) OTHER THAN SMALL    ( ) DISADVANTAGED     ( ) WOMAN‐OWNED 

# MANUFACTURER / SUPPLIER INFORMATION:  [Fill-ins]

Company Name / (MPA Holder Name):   

 (If Private Label, also provide name, address & POC of manufacturer below)

Division (if applicable):

Manufacturer InformationPrivate Label Supplier Information

Name:  Name:

Address:                                                        Address:

City, State, Zip 

Phone Number:            Phone Number: 

FAX Number:               FAX Number:

Company Representative:Company Representative:

Phone Number:                  Phone Number: 

FAX Number:    FAX Number:

EMAIL:                                                       EMAIL:

**MANUFACTURER PRICING AGREEMENT (MPA)**

# THIS AGREEMENT is made this  [Fill-in date]___________ by and between the _________ Company (MPA Holder) and the DLA Troop Support in accordance with the following terms and conditions.

# DEFINITIONS:

**Manufacturer**:  An entity/grower that creates products through a process involving raw materials, components, or assemblies, usually on a large scale with intent to sell commercially. 

**Processor (Food):**  An entity that makes food from one or more ingredients, or synthesizes, prepares, treats, modifies or manipulates food.  Including food crops or ingredients, with the intent to sell commercially.  Examples of manufacturing/processing activities are cutting, peeling trimming, washing, waxing, eviscerating, rendering, cooking, baking, freezing, cooling, pasteurizing, homogenizing, mixing, formulating, bottling, milling, grinding, extracting juice, distilling, labeling or packaging.

**NOTE:**  Manufacturers and/or Processors must perform one or more of the above procedures to the food product so as to make that food usable.  It is not the intent of this program to have an entity merely repackage or label any item for the purpose of being a MPA Holder.  Doing so does not constitute the definition of a Manufacturer or a Processor.

**Private Label Holder:**  1.A contractor that holds an ownership and/or financial interest in a manufacturer/grower or specific items(s) produced by a manufacturer/grower; or 2. An entity holding an intellectual property interest, whether by ownership or license, in the label under which product is being sold in the commercial marketplace; or 3. An entity holding exclusive marketing and/or sales authority of a product, or one holding property rights in a proprietary product formula.

**Exclusive Distributor:**  A business that does not manufacture its own products, but purchases them and has exclusive rights to resell these products on behalf of a manufacturer. 

**Broker/Dealer:**  An entity contracted by a Manufacturer or Processor for the purpose of marketing finished goods to potential customers.  At times, this entity serves as the sales arm for the Manufacturer or Processor.  

**Note:**  Manufacturers/Processors shall not layer multiple Brokers/Dealers in their business model for the purpose of adding additional costs with no value added.  If a Manufacturer/Processor wishes to add more than one Broker/Dealer into their business model, they shall notify the contracting Officer in order to identify each Broker/Dealer and the role of that entity.  Each Broker/Dealer must have an identifiable value-added benefit in order for their inclusion to be approved by the Contracting Officer.

**Consolidation Services:**  Services such as, but not limited to, receiving, storing, labeling, preparing export documents, consolidating and shipping contractor products to end user.  Costs associated with consolidation services are to be included in the SPVs distribution price and not the cost of the product sold to the SPV.  

#  Published Commercial Price List:   A price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or vendor (established catalog / market prices), is either published or otherwise available for inspection by customers, and states prices at which sales are currently, or were last, made to a significant number of buyers constituting the general public.  A government-only price list without commercial sales does not meet the definition.  

# Competitive Pricing:   Determining price reasonableness primarily through, but not limited to,    comparative price analysis, the use of government in-house records, data obtained from market environment, and/or published commercial indices.  

**National Pricing:**Same delivered pricing throughout the 48 contiguous States.

**Zone Pricing:**Same delivered price within a geographic region/zone.

**Tier, bracket:**  A Company’s offered pricing based on quantity and volume.     

**Special Government/Military Pricing**:  Special Government or Military pricing bracket discounted and supported by Published Commercial Price List.  

**FOB Origin/Point of Manufacture**: A Company’s established FOB point(s). 

FOB origin pricing does not include delivery.  Pricing shall not include consolidation costs.

**FOB Destination**:  Pricing which includes delivery costs to the consolidator. 

**Protein:**  Federal Supply class (FSC) 8905 items beef and pork (sub primal, portion cuts and further processed), chicken, turkey and seafood items

**Joint Services Buyer’s Guide (JSBG):**  A directory which specifies characteristics for quality, grade, nutritional (where applicable), freezing, and packaging requirements authorized by the Military Services.  

# INTRODUCTION

The DLA Troop Support Directorate of Subsistence has established a Subsistence Prime Vendor Program for subsistence and food related items. A Subsistence Prime Vendor is a business concern that functions as a purchaser's primary source for specified classes of food and food-related products.  It owns and maintains an inventory of subsistence and food related items manufactured by various suppliers which are delivered to the customer upon order.  The DLA TROOP SUPPORT Directorate of Subsistence is awarding contracts to Subsistence Prime Vendors in a given geographical region.  Each Subsistence Prime Vendor will be the primary supplier of food and food-related products for DLA TROOP SUPPORT authorized customers in a given geographic region and such Subsistence Prime Vendors chosen by DLA TROOP SUPPORT will furnish such authorized customers with the majority of their normal day-to-day requirements for food and food-related items.

Manufacturer Pricing Agreements are desired by the Department of Defense because they provide standard fair and reasonable fixed product prices that may be used in any DLA TROOP SUPPORT OCONUS contracts.

# PRICING

1.(a)The MPA Holder shall submit their offered prices by **SKU and Global Trade Identification Number (GTIN) if utilized,** or manufacturer code for FOB Origin/Point of Manufacture**.  Only when the MPA Holder has published National FOB destination pricing, and such pricing is accepted by DLA TROOP SUPPORT in lieu of FOB origin pricing, may FOB Destination prices be used.**  When the MPA Holder **has Exclusive Distributor Contracts or Central Distribution Warehouses**such pricing may also be considered on a case-by-case basis in lieu of FOB Origin/Point of Manufacture pricing*.   **The MPA price offered DLA TROOP SUPPORT is at least equal to the Company’s established tier, bracket, or other method of pricing employed for like or similar customers as DLA TROOP SUPPORT.***However, the government will accept a more favorable price at any time. *In* any event and for any or no reason, the prices offered herein may not be accepted by DLA TROOP SUPPORT.   MPA Holder shall complete Attachment 1. Section C “ MPA Discount & Pricing Information Commercial Sales Practices”.  All pricing submitted will comply with FAR Subpart 15.4- Contract Pricing.   The government’s preference is for price submissions to comply with FAR 15.402 (a) (2) (i**) established catalog or market prices.  Price submissions not based on established catalog or market prices shall be cost or pricing data or information complying with but not limited to FAR 12.6, FAR 15.4, FAR 52.215-20 (negotiated, competitive pricing).**

(b)The MPA Holder authorizes and consents to allow the Subsistence Prime Vendor to distribute its products, as herein described, to DLA TROOP SUPPORT authorized customers at the price set forth in this MPA.    ***The DLA TROOP SUPPORT Subsistence Prime Vendor contractor shall use the MPA price for any item in effect at the time of purchase from the MPA Holder.***   The MPA Holder shall not provide a National Allowance Pricing Agreement (NAPA) discount to any DLA TROOP SUPPORT Subsistence Prime Vendor contractor where use of Manufacturer Pricing Agreements are required in the DLA TROOP SUPPORT Subsistence Prime Vendor contract.  **However,*****MPA expects the  price offered DLA TROOP SUPPORT is at least equal to the Company’s established tier, bracket, or other method of pricing employed for like or similar customers as DLA TROOP SUPPORT including pricing offered to CONUS (NAPA) as a discounted product price-net NAPA.***

(c)The MPA Holder unit of sale individual line item approved for inclusion herein (case, box, each, etc.) represents the shipper quantity the MPA Holder agrees to sell to any DLA TROOP SUPPORT Subsistence Prime Vendor for the purpose of distribution to DLA TROOP SUPPORT authorized customers.  The MPA Holder may impose minimum order quantities to the DLA TROOP SUPPORT Subsistence Prime Vendor or DLA TROOP SUPPORT authorized customer commensurate with commercial practice (i.e. acceptable industry-standard), however, not more than a pallet load minimum.  

(d)The MPA Holder shall invoice the manufacturer price as listed in the “Manufacturer Pricing Agreement Product Pricing Schedule”, Attachment 1, as a separate line element on the invoice apart from transportation, marking, unitization, etc. requirements stipulated by the DLA TROOP SUPPORT Subsistence Prime Vendor or its agent ordering the product.

(e)Initial pricing at time of agreement signing and for any new  products added will require submission of both the word document attachment 1, Section A and the Excel submission attachment 1, Section B.  Subsequent price changes to existing MPA prices will only require the submission in Excel as specified in attachment 1, Section B.  The MPA prices of items may be adjusted no more frequently than monthly.  The change effective dates will be the first **SUNDAY** in any given month.  Adjustments will be submitted in an Excel file to the MPA Team by email to Ms. Margaret Conforto, MPA Contracting Officer: Margaret.Conforto@dla.mil and to mpapricingschedule@dla.mil ,  the second **TUESDAY** of every month exclusive of Federal Holidays days prior to its effective date.  In the event of uncontrollable circumstances such as a national emergency, natural disaster, crop failure, etc. more frequent adjustments may be considered.

(f)**For a period of two years** following the close of the Calendar Year in which prices were offered to DLA TROOP SUPPORT for products covered by this MPA, DLA TROOP SUPPORT reserves the right to request documentation from the MPA Holder demonstrating DLA TROOP SUPPORT’s MPA price is equal to or lower than the Company’s established tier, bracket, or other method of pricing employed for like or similar customers as DLA TROOP SUPPORT.  Such documentation shall include any and all factors comprising price offers that serve to make up the prices or ultimately may have an effect on the prices offered to DLA TROOP SUPPORT by the MPA Holder under this MPA.  MPA Holder shall explain their Company’s pricing method (see 2.) Additional Representations and Certifications on the last page of this document and see paragraph 8 b. on page 9) in sufficient detail to allow a DoD auditor to use the statement as the framework for a MPA price audit.

(g)The MPA Holder may offer incentive pricing, including other additional discounts for DLA TROOP SUPPORT customer purchases made at various trade shows.  Any value‐added services offered by the MPA Holder will be provided at no additional cost to DLA TROOP SUPPORT or its customers.

# PRODUCT

2.(a)The products submitted on the MPA shall conform to the manufacturer's standard commercial specifications unless otherwise specified within the governing DLA TROOP SUPPORT Subsistence Prime Vendor contract.  Packaging and packing shall be to a degree of protection to preclude damage to the contents and/or containers under normal shipping conditions and handling and which conforms to normal commercial practices.  Product labeling should represent the manufacturers, or private labeler's standard commercial markings.  Packaging, packing and marking shall be in conformance with all applicable laws and regulations. 

(b)The MPA Holder shall deliver products exactly as ordered by the DLA TROOP SUPPORT Subsistence Prime Vendor and represented in the MPA. Unilateral substitutions by the MPA Holder are not authorized. 

(c)DLA TROOP SUPPORT gives no guarantee that any quantities will be purchased under the MPA by DLA TROOP SUPPORT, the DLA TROOP SUPPORT Subsistence Prime Vendor or its authorized customers.  DLA TROOP SUPPORT may issue MPAs to other firms supplying the same generic types of items.  In the event that both a manufacturer and a regular dealer request MPAs for the same item(s), MPAs shall be issued to all responsible firms provided their pricing is found to be fair and reasonable and each firm is capable of supplying the proposed items.  Estimated requirements are not available.  The issuance of a MPA in no way binds DLA TROOP SUPPORT or the DLA TROOP SUPPORT Subsistence Prime Vendor to purchase any of the products listed in the MPA.

(d)DLA TROOP SUPPORT authorized Military customers are responsible for selecting the items (price and other factors considered).  Questions regarding item selection should be directed to the individual authorized customer’s foodservice headquarters. 

(e)Product code dating and shelf life requirements for the products listed on this MPA shall be consistent with good commercial business practices and standards. 

(f)The MPA Holder standard commercial warranties shall apply to all commercial products listed in this MPA. 

(g)National distribution and suggested pricing is preferred.  The MPA Holder may choose to offer products on a restrictive basis (limited to a designated group of customers) if economic or business process constraints prohibit national pricing or distribution.  An individual MPA Holder and the items contained therein can be either national or restrictive in scope.  Both types of MPAs, national and restrictive, provide the MPA Holder the option of establishing incentive pricing.  Restrictive MPAs may be rejected, if in DLA TROOP SUPPORT's sole opinion, the effect would be to unfairly exclude the DLA TROOP SUPPORT Subsistence Prime Vendors or DLA TROOP SUPPORT authorized customers access to product or to fair and reasonable prices; or to prevent free and open competition among MPA Holders for the same or similar items, or for any or no reason.

# MILITARY READINESS

3(a)The primary function of all DLA TROOP SUPPORT logistic support initiatives is the maintenance of military preparedness in peacetime and war.  DLA TROOP SUPPORT's Subsistence Prime Vendors have a critical role in ensuring that this absolute requirement is satisfied.  The MPA Holder shares in this responsibility.  The DLA TROOP SUPPORT Subsistence Prime Vendor contracts may contain clauses which obligate the DLA TROOP SUPPORT Subsistence Prime Vendor to respond to high volume, short suspense material requests in support of military "surges".  Where these surge clauses are in effect, the DLA TROOP SUPPORT Subsistence Prime Vendor has been provided line item specific information regarding product identification, ordering quantities, and required delivery dates.  In most instances the material quantities required to meet the military's immediate needs are far in excess of normal peacetime usage, and acceptable order ship time may be expressed in terms of hours. (b)The DLA TROOP SUPPORT Subsistence Prime Vendor shall consult with and advise the MPA Holder when it has been determined that they represent a source for surge sensitive, readiness items.  The DLA TROOP SUPPORT Subsistence Prime Vendor will notify the MPA Holder of the projected quantities involved, as well as the necessary delivery time frames, and develop mutually acceptable surge support arrangements.  This coordination must take place in advance of actual surge execution in order to ensure that the requisite supply and response capabilities are firmly established. The MPA Holder shall work in concert with the DLA TROOP SUPPORT Subsistence Prime Vendor to ensure that material support plans accurately reflect the capabilities and capacities of both parties. (c)This will include tests of these capabilities and capacities.  The ultimate goal is the maximization of product availability in the quantities and time frames required by the military services.  The MPA Holder who declines to enter into cooperative partnerships with any DLA TROOP SUPPORT Subsistence Prime Vendor for the expressed purpose of supporting the military's readiness requirements, or fails to respond to actual surge orders in accordance with previously established and agreed upon support parameters, may jeopardize its current market standing with the military.  It is likely that military logisticians and practitioners will configure peacetime product selections to closely mirror the material support they receive under contingency conditions.  

(d)The MPA Holder shall provide all reasonable cooperation when unusual requirements arise.  Unusual requirements may include, for example, natural disasters, national emergencies or other situations that create a surge in requirements.

# BUSINESS RELATIONSHIPS

4.(a)The DLA TROOP SUPPORT Subsistence Prime Vendor will establish a business relationship with the MPA Holder if and when the holder’s product is selected for use by the Military customer or Subsistence Prime Vendor.  This relationship does not require any Military customer or DLA TROOP SUPPORT Subsistence Prime Vendor to use the MPA Holder’s MPA products.  This business relationship shall be consistent with the DLA TROOP SUPPORT Subsistence Prime Vendor's good, commercial (i.e., acceptable industry-standard) business practices.  

(b)The MPA Holder shall be responsible for negotiating stocking requirements with the DLA TROOP SUPPORT Subsistence Prime Vendor.  

# CANCELLATIONS / MODIFICATIONS

5. (a)The MPA and its prices shall remain in effect until the MPA is canceled.  The MPA Holder may request changes to the MPA to delete or add products, offer price reductions and increases, or make other revisions.  All other information and regulatory requirements applicable to the original MPA will apply to any change/modification.  If any of the MPA Holder's responses to the required representations/certifications in the MPA change at any time after the MPA has been approved, the MPA Holder must immediately notify DLA TROOP SUPPORT of such changes. The original agreed conditions will remain in effect until approved by DLA TROOP SUPPORT.

(b)The MPA will remain in effect from the date of the joint signing of the MPA.  It may be modified or cancelled at any time by mutual consent of the parties hereto or by either party by providing 30 days advance written notification to the other party.  In addition, the MPA may be terminated by DLA TROOP SUPPORT immediately for causes including but not limited to, any of the following: 

(i) Debarment or suspension of the MPA Holder.

(ii) Failure by the MPA Holder to agree to any deletion, amendment or addition to the MPA which is required by statute, Executive Order, the Federal Acquisition Regulation or other applicable Regulation.

(iii) DLA TROOP SUPPORT secures documentation that the MPA pricing is not the MPA Holder’s established tier, bracket, or other method of pricing employed for like or similar customers as DLA TROOP SUPPORT

(c)All modifications to this MPA shall be in writing and shall be signed by the DLA TROOP SUPPORT Contracting Officer and the authorized representative of the MPA Holder, except for administrative modifications, which may be issued unilaterally.

(d)Unless otherwise mutually agreed to by the parties hereto and incorporated in a Modification, no deletion, cancellation, addition, revision, or partial/total termination of this MPA shall affect any order issued prior to such deletion, cancellation, addition, revision or termination.  All orders issued during the effective period of this MPA shall be governed by the terms and conditions of the MPA at the time the order was issued.

(e)The DLA TROOP SUPPORT Subsistence Prime Vendor is authorized to sell off residual stocks of product that have been deleted from the MPA program.  This is intended to provide the DLA TROOP SUPPORT Subsistence Prime Vendor the means to reduce inventory and to afford DLA TROOP SUPPORT authorized customers continued access to on-hand balances while they evaluate the availability of alternate equivalent items.  During this period, the DLA TROOP SUPPORT Subsistence Prime Vendor price offered to the DLA TROOP SUPPORT authorized customer may not exceed the MPA price in effect at the time of the deletion.  The MPA Holder shall honor the pre-existing MPA product price for inventory purchased by the DLA TROOP SUPPORT Subsistence Prime Vendor prior to the date such product was deleted from the MPA program.

#  DISTRIBUTION CAPABILITY [Fill-In}

6.   Check and complete as appropriate:

****(a.) Distribution Zone

⁯   REGIONAL (specify States)____________________________________________

⁯ NATIONAL  (includes Alaska, Hawaii, Puerto Rico)

⁯  NATIONAL (only lower 48 States)

⁯  INTERNATIONAL, Outside the Continental United States (OCONUS) (specify)______________________

(b.) Special Services*

(1 Seavan Stuffing

                              __ (yes/no) The MPA Holder has the capability to stuff sea vans.  If yes enter pricing data in 

MANUFACTURER PRICING AGREEMENT (MPA) PRODUCT PRICING SCHEDULE, attachment 1.

(2  Special Markings

          ___ (yes/no) The MPA Holder has the capability to provide special case markings.     See marking description** below.  If yes enter pricing data in MANUFACTURER PRICING AGREEMENT (MPA) PRODUCT PRICING SCHEDULE, attachment 1.

*   This information, including the detailed information required in the attachments, will be relayed to the DLA TROOP SUPPORT Subsistence Prime Vendors for their use, to effect better planning.

**   Marking Description (**for reference only, this statement does not reflect the exact requirements that a DLA TROOP SUPPORT Subsistence Prime Vendor may require**):  For direct vendor deliveries to the OCONUS DLA TROOP SUPPORT Prime Vendor special markings are required.  The requirements are subject to change and the MPA Holder is responsible to mark in accordance with the most current contractual requirements as directed by the DLA TROOP SUPPORT Subsistence Prime Vendor contractor.  Special markings are normally affixed to each case with a self-adhesive label, of sufficient size to be easily read, while not obscuring the product label.  All products shall be identified with readable (open code dates).  All products delivered will have an “open coded” (month/year) “Date of Pack” (DOP) and an “open coded” “Best When Used By Date”, Sell by Date”, date of production, date of processing/pasteurization or similar marking indicating the end of the guaranteed freshness date.”

**NOTE:  For all costs associated with seavan stuffing, booking, customs, special markings, etc. the MPA Holder shall make all necessary arrangements to recoup any and all costs from the DLA TROOP SUPPORT Subsistence Prime Vendor.  None of the costs other than the actual FOB origin Product Price shall be reflected in the agreed “Manufacturer Price”, as listed in the Product Pricing Terms Schedule**,**unless authorized by the Contracting Officer.**

# MISCELLANEOUS

# 7.(a.)  This MPA is for the sole, exclusive use of DLA TROOP SUPPORT and the DLA TROOP SUPPORT Subsistence Prime Vendor.  Any other use of this MPA without the expressed, written consent of DLA TROOP SUPPORT is strictly prohibited and may result in termination of this MPA.

# (b.)  The MPA Holder shall permit DLA TROOP SUPPORT to release the contents of this MPA to any and all of the DLA TROOP SUPPORT Subsistence Prime Vendors and its authorized customers. The contents of this MPA may be disseminated by means of email.

(c.)  The MPA Holder with a Web page may insert the web site here _______________________ .  DLA TROOP SUPPORT will establish a "hot link" between its MPA page and the MPA Holder's web page:

(d.)  The MPA Holder shall subscribe to DLA TROOP SUPPORT’s third-party tracking program.  The third-party tracking program makes available DLA TROOP SUPPORT Subsistence Prime Vendor sales data, providing visibility on all the MPA Holder’s sales to DLA TROOP SUPPORT customers by SKU or GTIN.  For this purpose, DoD stock numbers will be assigned by DLA TROOP SUPPORT and provided to the MPA Holder for each MPA product SKU or GTIN.  DoD stock numbers currently assigned to companies participating in the National Allowance Pricing Agreement (NAPA) program will be used for either MPA pricing or NAPA depending upon the Subsistence Prime Vendor (SPV) contractor application under the terms of their contract.   MPA pricing and NAPA discounts will not be utilized on the same SPV contractor ordering catalog at the same time.  

(e.)  This MPA does not prohibit DLA TROOP SUPPORT from taking advantage of any other or additional pricing opportunities offered by the MPA Holder if that price is more favorable to DLA TROOP SUPPORT than the prices offered under this MPA.

(f.)  Disputes involving prices herein negotiated will be resolved between DLA TROOP SUPPORT and the MPA Holder.  Points of Contact for all issues concerning this MPA, including but not limited to dispute resolution shall be:

(1For DLA TROOP SUPPORT:

Ms. Margaret Conforto

MPA Contracting Officer

(2For MPA Holder:

(g.)  If the MPA Holder fails to perform any of the duties and responsibilities required under the MPA**, prior to terminating this MPA for default, DLA TROOP SUPPORT shall issue a written notification of its intent to terminate this MPA and shall provide a period of ten calendar days within which to cure the default.**If after the expiration of such ten-day period, the MPA Holder has not cured the default to the satisfaction of DLA TROOP SUPPORT, then DLA TROOP SUPPORT may terminate this MPA.  In the event of such termination, the MPA Holder shall be liable for any excess re-procurement costs incurred by DLA TROOP SUPPORT, other than regular product costs and regular delivery/distribution costs, because of the MPA Holder's Default.

(h.)  This MPA contains the complete agreement of the parties hereto.  There are no promises, terms, obligations, collateral agreements, reservations, or understandings other than those expressly set forth herein.  This MPA supersedes all previous communication, representations, or agreements, either verbal or written, between the parties hereto.

(i.)   All attachments shall be submitted in hard copy and electronically via email.

# Representations and Certifications

8.  (a.) MPA Holder is required to complete the annual certifications and representations in Attachment 3 and submit with a signed copy of the MPA agreement.  The certifications shall be updated annually and submitted to the DLA TROOP SUPPORT Contracting Officer.

**(b.) MPA Holder shall insert in attachment 3 “Additional Representations and Certifications” the Company’s method used to establish their tier, bracket, or other method of pricing employed for like or similar customers as DLA TROOP SUPPORT.  The statement shall be in sufficient detail to allow a DoD auditor to use the statement as the framework for a MPA price audit.**

# COMMUNICATIONS

****9.  All communication or correspondence relative to this signed agreement will be directed to the DLA TROOP SUPPORT MPA Contracting Officer Ms. Margaret Conforto, (215) 737-2928,  

Margaret.Conforto@dla.mil

DLA Troop Support

DLA TROOP SUPPORT-FTGB

Attn: Margaret Conforto

700 Robbins Ave.

Philadelphia, PA 19111-5092

**Name and Title of SignerName of DLA TROOP SUPPORT Contracting Officer**

**Margaret R. Conforto**

*(Type or Print) (Type or Print)*

*SignatureSignature*

Date:Date: 

# Attachment 1, Section A

**MANUFACTURER PRICING AGREEMENT (MPA)**

**PRODUCT PRICING**

**SCHEDULE**

**Section A**

# Product Description

_____________________________________________________________________________

**SKU / MFG Code:**

**Pack Size:**

**Manufacturer Price:**

**FOB Point (Name & Address)**

**Van Stuffing available    ___ Yes (complete section B)     __ No (complete section B)**

**Special Markings available___ Yes (complete section B)     __ No (complete section B)**

**When applicable enter NAPA number for this SKU:**

**Shelf Life________________________________________**

**Closed Code Date descriptor (if not open coded):**

____________________________________________________________________________________

**Product Description:** ______________________________________________      

**SKU / MFG Code:**

**Pack Size:**

**Manufacturer Price:**

**FOB Point (Name & Address)**

**Van Stuffing available    ___ Yes (complete section B)     ___ No (complete section B)**

**Special Markings available___ Yes (complete section B)     ___ No (complete section B)**

**When applicable enter NAPA number for this SKU:**

**Shelf Life: 3 YEARS FROM DATE OF PRODUCTION**

**Closed Code Date descriptor (if not open coded):**

____________________________________________________________________________________

**Attachment 1, Section A (continued)**

**Product Description:**

**SKU / MFG Code:**

**Pack Size:**

**Manufacturer Price:**

**FOB Point (Name & Address)**

**Van Stuffing available    ___ Yes (complete section B)     ___No (complete section B)**

**Special Markings available___ Yes (complete section B)     ___No (complete section B)**

**When applicable enter NAPA number for this SKU:**

**Shelf Life:**

**Closed Code Date descriptor (if not open coded):**

____________________________________________________________________________________

**Product Description:**

**SKU / MFG Code:**

**Pack Size:**

**Manufacturer Price:**

**FOB Point (Name & Address)**

**Van Stuffing available    ___ Yes (complete section B)     ___No (complete section B)**

**Special Markings available___ Yes (complete section B)     ___No (complete section B)**

**When applicable enter NAPA number for this SKU:**

**Shelf Life:**

**Closed Code Date descriptor (if not open coded):**

____________________________________________________________________________________

**Product Description:**

**SKU / MFG Code:**

**Pack Size:**

**Manufacturer Price:**

**FOB Point (Name & Address)**

**Van Stuffing available    ___ Yes (complete section B)     ___No (complete section B)**

**Special Markings available___ Yes (complete section B)     ___No (complete section B)**

**When applicable enter NAPA number for this SKU:**

**Shelf Life:**

**Closed Code Date descriptor (if not open coded):**

____________________________________________________________________________________

(photocopy additional sheets as required)

Attachment 1 Section A (cont.)

The MANUFACTURER PRICING AGREEMENT PRODUCT PRICING SCHEDULE,

#  Attachment 1 definitions:

**Product Description:**   Description identical to product case label

**SKU / MFG Code:**      Agreement Holders unique product code       

**Pack Size:**                 Standard description of pack size, units per pack (e.g., 6/#10CNS/CS or 2/20LB/CS)         

**Manufacturer Price:**      FOB Origin/Point of Manufacturer price

**CAUTION**: **MPA holders are strongly cautioned that the specific seavan stuffing and special marking requirements are dictated by the DLA TROOP SUPPORT contractor awardee.  The MPA Holder is responsible to coordinate with the DLA TROOP SUPPORT contractor awardee for those specific requirements.**

**NOTES:**

a.  Submission of pricing and other data in Excel is also required in accordance with Attachment 1 Section B.

b.****Attachment 2:   MANUFACTURER PRICING AGREEMENT (MPA) LOCAL STOCK NUMBER REQUEST FORM must be completed for each SKU and or GTIN when a new MPA/NAPA number will be required to be created.   Products currently cataloged by DLA TROOP SUPPORT with existing NAPA numbers do not require Attachment 2 to be re-submitted.

# Attachment 1, Section B)

**MANUFACTURER PRICING AGREEMENT (MPA)**

**PRODUCT PRICING**

**SCHEDULE**

**Section B**

# Format

All entries and submissions are required in Excel in the format as follows.  The fields for the Excel submission cannot be changed. If they are changed the prices will not be accepted.  

Prices will be effective the first Monday of the Month as a result of the DoD electronic catalog update process. 

Column A: MPA Holder Number; 4 position numeric, ####

Column B: MPA Holder NAME

Column C: SKU; 20 position MAX alphanumeric

Column C: DoD Stock #; 13 position alphanumeric

Column E: Item Name; exactly as in assigned MPA number; 80 pos MAX alphanumeric

Column F: Packing; e.g. 6/#10cn, 60/5oz; 20 position MAX, alphanumeric

Column G: Item Expire Date; mm/dd/yyyy format; default of 12/31/9999 = not expired.  This is the expiration date of your Price or Product availability expiration.

Column H: Price ($); numeric, 999,999.99 MAX

Column I: Unit of Measure; 2 position character

Column J: Foreign Source; Y or N only

Column K: National Delivered price; Y or N only

Column L: FOB Origin price; Y or N only

Column M: Minimum Order Quantity; numeric, 999,999 MAX

Column N: Net Weight; in LBs, numeric, 999,999.99 MAX

Column O: Pallet Charges ($); numeric, 999,999.99 MAX

Column P: Edge Protectors ($); numeric, 999,999.99 MAX 

Column Q: Shrink Wrap ($); numeric, 999,999.99 MAX

Column R: Labeling Charges ($); numeric, 999,999.99 MAX

Column S: Miscellaneous ($); numeric, 999,999.99 MAX 

Column T: Shelf Life (days); numeric, 999,999 MAX

Column U: Case Weight; in LBs, numeric, 999,999.99 MAX

Column V: Cases Per Pallet; numeric, 999,999 MAX

Column W: Cases Per Container; numeric, 999,999 MAX.  Based on a 40 foot container.

Column X: Frozen, Chilled, or Dry; F or C or D only

Column Y: European Union Certified?; Y or N only

Column Z: MPA Effective Date : mm/dd/yyyy  format ; numeric (date of the submission specified on the MPA Submission Criteria and Schedule 

**Column AA:  Global Trade Identification Number (GTIN) format; no spaces, the entire number including leading zeros, 20 positions, numeric**

**Column: AB: Brand Name**

**Column: AC: Previous Price**

**Column: AD: Comments**

Attachment 1, Section B)

**MANUFACTURER PRICING AGREEMENT (MPA)**

**PRODUCT PRICING**

**SCHEDULE**

**Section B-cont’d**

Dollar values other than product price provided for information only to allow DLA TROOP SUPPORT contractor awardee an estimate.  MPA holders are strongly cautioned that the specific seavan stuffing and special marking requirements are dictated by the DLA TROOP SUPPORT contractor awardee.   The MPA Holder is responsible to coordinate with the DLA TROOP SUPPORT contractor awardee for those specific requirements**.**

# National delivered price is only allowed when approved by the DLA TROOP SUPPORT MPA Contracting Officer when supported by established Company Price Lists.

1 Pallet charges are for blocking, pallet restacking, heat treated pallets, pallet manifest.

2 Labeling charges (see marking description)

4   Miscellaneous includes picture, pallet tags, dunnage, temperature monitoring devices, paperwork, seal application

# Attachment 1. Section C.

# MPA Discount & Pricing Information

# Commercial Sales Practices

1. Identify the Price list which is the Basis for this Offer, and attach

  1 copy of the catalog(s) / price list(s) as referenced in the MPA Pricing Representation.

 Manufacturer's catalog / price list dated ___________________

(List all catalogs/price lists used if more than one)

2.  Commercial Sales Ratio and Sales at Catalog Prices For each product line offered provide the following (reference FAR 2.101 “commercial item” paragraph (3)):_____ Commercial Sales________ Government Sales     ______ Commercial Sales at Catalog Prices

(Indicate product line, if more than one is being offered)

  3.   Other Discounts/Rebates 

a. Do you have in effect, for any comparable category of customer, discounts and/or concessions including but not limited to the following, regardless of price list which results in lower net prices than those offered the Government?

Yes  _____No ****   __   Rebates of any kind, including year-end or end of contract

Yes   ____ No _____****Cumulative discounts of any type which cover items offered

Yes ______No _____   Other (specify) ________________________________

If the answer to any of the above is "YES" please provide detailed explanation includingthe value expressed as a percentage of the list price. 

      Volume based discounts based on larger contracted volume and products that do not require Barry Amendment Compliant Fish and domestic processing

b. List below the **best discount**, *using percentages,* you’ve provided to the list of concerns shown below for sales comparable to this MPA based on the price list stated above.  If Not Applicable, please indicate N/A for that category.

    RegularQuantity    Aggregate   Prompt        FOB

                Discount    Discount   Discounts    Payment     Point      Other

National /Chain

Accounts                   0%          0%     0%                N/A            N/A        N/A 

Non-profitInstitutions                   0%          0%     0%                N/A           N/A         N/A 

State, County,         

or Local Gov'ts            0%           0%     0%                N/A           N/A         N/A 

Other Federal/

Military        0%           0%    0%                 N/A          N/A          N/A 

Buying Groups             0% 0%     0%                  N/A         N/A          N/A 

(Specify)

Distributors              0%             0%      0%                0%       N/A          N/A 

**Indicate with * commercial buyer category most comparable with MPA requirements**

# Attachment 2

MANUFACTURER PRICING AGREEMENT (MPA)

# LOCAL STOCK NUMBER REQUEST FORM

PLEASE PROVIDE THE FOLLOWING APPLICABLE INFORMATION AND ANY OTHER PERTINENT

**INFORMATION FOR THE ITEM REQUESTED.**

AGREEMENT HOLDER NAME:   __________________________________________________________________________

MANUFACTURER NAME:   _______________________________________________________________________________

APPROVED SOURCE  ___________________ ESTABLISHMENT #  

FOR SEAFOOD VETCOM                                USDC FDA-FCE 

BRAND NAME OF PRODUCT:  ____________________________________________________________________________

PLANT NAME/LOCATION ADDRESS:  

**FOR EACH MANUFACTUER SKU and/ or GTIN COMPLETE THE FOLLOWING:**

**Note: A copy of the product case label for each sku must be submitted**

MANUFACTURER SKU#:                                     COUNTRY OF ORIGIN:  

**CHECK ONE:**

___FRESH____FROZEN ____REFRIGERATED     SHELF STABLE         ____CANNED

OTHER (please specify) _______________________________________________________________________

DESCRIPTION (brief description of product):  

VARIETY/COLOR/FLAVOR: ______________________________________________________________________

GRADE OF PRODUCT: ___________________________________________________________________________

FOR MEATS:

NAMP/IMPS#: _______________ WEIGHT RANGE OR MAXIMUM WEIGHT _____________________

**PROCESSING**

  ____RAW    _____PRECOOKED         _____FULLY COOKED                   ____OTHER______________________

 ____BATTERED         ____BREADED        ____MARINATED            ____SEASONED

____CUT             ____CHOPPED          ____DICED          ____SHREDDED        ____SLICED         _____GROUND

**PACK**

    ____BULK             ____INDIVIDUALLY WRAPPED PORTIONS

ITEM WEIGHT: ___________________ COUNT PER POUND: _______________________________________

PRODUCT SIZE:  

UNITS PER CASE:  

**PACKAGING**

CAN/CONTAINER SIZE:  

CONTAINER MATERIAL (GLASS/PLASTIC/METAL):  

# Attachment 3

# [Vendor may fill out the requirement certification in SAM.gov | Home be sure to keep your registration current in this website]

# 52.204-8 Annual Representations and Certifications.  

As prescribed in 4.1202(a), insert the following provision:

Annual Representations and Certifications (Dec 2022) (a)

(1) The North American Industry Classification System (NAICS) code for this acquisition is*[insert NAICS code]*.

(2) The small business size standard is *[insert size standard]*.

(3) The small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce is 500 employees if the acquisition—

(i) Is set aside for small business and has a value above the simplified acquisition threshold;

(ii) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation preference; or

(iii) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women- owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(b)

(1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the provision at 52.204-7, System for Award Management, is not included in this solicitation, and the Offeror has an active registration in the System for Award Management (SAM), the Offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The Offeror shall indicate which option applies by checking one of the following boxes:

(i) *□*Paragraph (d) applies.

(ii) *□*Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c)

(1) The following representations or certifications in SAM are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless–

(A) The acquisition is to be made under the simplified acquisition procedures in part 13;

(B) The solicitation is a request for technical proposals under two-step sealed bidding procedures;

or

(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000.

(iii) 52.203-18, Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation. This provision applies to all solicitations.

(iv) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the provision at 52.204-7, System for Award Management.

(v) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations that-

(A) Are not set aside for small business concerns;

(B) Exceed the simplified acquisition threshold; and

(C) Are for contracts that will be performed in the United States or its outlying areas.

(vi) 52.204-26, Covered Telecommunications Equipment or Services-Representation. This provision applies to all solicitations.

(vii) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations-Representation.

(viii) 52.209-5, CertificationRegarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

(ix) 52.209-11, Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. This provision applies to all solicitations.

(x) 52.214-14, Place of Performance-Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government.

(xi) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

(xii) 52.219-1, Small Business Program Representations (Basic, Alternates I, and II). This provision applies to solicitations when the contract is for supplies to be delivered or services to be performed in the United States or its outlying areas, or when the contracting officer has applied part 19 in accordance with 19.000(b)(1) (ii).

(A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard.

(B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast

Guard.

(C) The provision with its Alternate II applies to solicitations that will result in a multiple-award

contract with more than one NAICS code assigned.

(xiii) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract is for supplies to be delivered or services to be performed in the United States or its outlying areas, or when the contracting officer has applied part 19 in accordance with 19.000(b)(1)(ii).

(xiv) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity.

(xv) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.

(xvi) 52.222-38, Compliance with Veterans’ Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial products or commercial services.

(xvii) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA–designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.

(xviii) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA–designated items.

(xix) 52.223-22, Public Disclosure of Greenhouse Gas Emissions and Reduction Goals- Representation. This provision applies to solicitations that include the clause at 52.204-7.)

(xx) 52.225-2, Buy American Certificate. This provision applies to solicitations containing the clause at 52.225-1.

(xxi) 52.225-4, Buy American-Free Trade Agreements-Israeli Trade Act Certificate. (Basic, Alternates II and III.) This provision applies to solicitations containing the clause at 52.225-3.

(A) If the acquisition value is less than $50,000, the basic provision applies.

(B) If the acquisition value is $50,000 or more but is less than $92,319, the provision with its Alternate II applies.

(C) If the acquisition value is $92,319 or more but is less than $100,000, the provision with its Alternate III applies.

(xxii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5.

(xxiii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan-Certification. This provision applies to all solicitations.

(xxiv) 52.225-25, Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications. This provision applies to all solicitations.

(xxv) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions.

(2) The following representations or certifications are applicable as indicated by the Contracting Officer: [*Contracting Officer check as appropriate.*]

(i) 52.204-17, Ownership or Control of Offeror.

(ii) 52.204-20, Predecessor of Offeror.

(iii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.

(iv) 52.222-48, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment- Certification.

(v) 52.222-52, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Certification.

(vi) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA–Designated Products (Alternate I only).

(vii) 52.227-6, Royalty Information.

(A) Basic.

(B) Alternate I.

(viii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.

(d) The offeror has completed the annual representations and certifications electronically in SAM website accessed through https://www.sam.gov. After reviewing the SAM information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within 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 the changes identified below [*offeror to insert changes, identifying change by clause number, title, date*]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

FAR Clause # Title Date Change

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on SAM.

(End of provision)

*Alternate I*(SEP 2021). As prescribed in 4.1202(a), substitute the following paragraph (a) for paragraph (a) of the basic provision:

(a)(1) The North American Industry Classification System (NAICS) codes and corresponding size standards for this acquisition are as follows; the categories or portions these NAICS codes are assigned to are specified elsewhere in the solicitation:

# NAICS CodeSize standard

**NAICS CodeSize standard**

[*Contracting Officer to insert NAICS codes and size standards*].

(2) The small business size standard for a concern that submits an offer, other than on a construction or service acquisition, but proposes to furnish an end item that it did not itself manufacture, process, or produce, (i.e., nonmanufacturer), is 500 employees if the acquisition—

(i) Is set aside for small business and has a value above the simplified acquisition threshold;

(ii) Uses the HUBZone price evaluation preference regardless of dollar value, unless the offeror waives the price evaluation preference; or

(iii) Is an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

**Parent topic:**52.204 [Reserved]

# 52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial Services.

As prescribed in 12.301(b)(2), insert the following provision:

Offeror Representations and Certifications—Commercial Products and Commercial Services (Dec 2022)

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

(a) *Definitions*. As used in this provision—

"Covered telecommunications equipment or services" has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

*Economically disadvantaged women-owned small business (EDWOSB) concern*means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women- owned small business eligible under the WOSB Program.

*Forced or indentured child labor*means all work or service—

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

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

*Highest-level owner*means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

*Immediate owner*means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

*Inverted domestic corporation*, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C.395(c).

*Manufactured end product*means any end product in product and service codes (PSCs) 1000-9999, except—

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

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

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

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

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

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

(8) PSC 9610, Ores;

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

(10) PSC 9630, Additive Metal Materials.

*Place of manufacture*means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

*Predecessor*means an entity that is replaced by a successor and includes any predecessors of the predecessor.

*Reasonable inquiry*has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

*Restricted business operations*means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

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

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

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

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

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

(6) Have been voluntarily suspended."Sensitive technology"—

*Sensitive technology*—

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

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

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

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

*Service-disabled veteran-owned small business concern*—

(1) Means a small business concern—

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

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

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

*Small business concern*—

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation.

(2) *Affiliates*, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

*Small disadvantaged business concern*, consistent with13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

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

(i) One or more socially disadvantaged (as defined at13 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 CFR124.104(c)(2); and

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

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

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation

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

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

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

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

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

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

(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least51 percent of the stock of which is owned by one or more women; and

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

*Women-owned small business (WOSB) concern eligible under the WOSB Program*(in accordance with 13CFR part 127), means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300.

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

(2) The offeror has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov. After reviewing SAM information, the Offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications-Commercial Products and Commercial Services, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard(s) applicable to the NAICS code(s) referenced for this solicitation), at the time this offer is submitted and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs

.

[*Offeror to identify the applicable paragraphs at (c) through (v) of this provision that the offeror has completed for the purposes of this solicitation only, if any.*

*These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.*

*Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted electronically on SAM.*]

(b) Offerors must complete the following representations when the resulting contract is for supplies to be delivered or services to be performed in the United States or its outlying areas, or when the contracting officer has applied part 19 in accordance with 19.000(b)(1)(ii). Check all that apply.

(1) *Small business concern*. The offeror represents as part of its offer that—

(i) It *□*is, *□*is not a small business concern; or

(ii) It *□*is, *□*is not a small business joint venture that complies with the requirements of 13 CFR121.103(h) and13 CFR 125.8(a)and(b). [ *The offeror shall enter the name and unique entity identifier of**each party to the joint venture:*.]

(2) *Veteran-owned small business concern*. [*Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision*.] The offeror represents as part of its offer that it *□*is, *□*is

not a veteran-owned small business concern.

(3) *Service-disabled veteran-owned small business concern.*[ *Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.*] The offeror represents as part of its offer that—

(i) It *□*is, *□*is not a service-disabled veteran-owned small business concern; or

(ii) It *□*is, *□*is not a joint venture that complies with the requirements of 13 CFR 125.18(b)(1) and (2). [*The offeror shall enter the name and unique entity identifier of each party to the joint venture:*.] Each service-disabled veteran-owned small business concern participating in the joint venture shall provide representation of its service-disabled veteran-owned small business concern status.

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

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

(6) *WOSB joint venture eligible under the WOSB Program.*The offeror represents that it *□*is, *□*is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [ *The offeror shall enter the name and unique entity identifier of each party to the joint venture:*.]

(7) *Economically disadvantaged women-owned small business (EDWOSB) joint venture.*The offeror represents that it *□*is, *□*is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through

(c). [ *The offeror shall enter the name and unique entity identifier of each party to the joint venture:*.]

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

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

price:

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

(i) It *□*is, *□*is not a HUBZone small business concern listed, on the date of this representation, as having been certified by SBA as a HUBZone small business concern in the Dynamic Small Business Search and SAM, and will attempt to maintain an employment rate of HUBZone residents of 35 percent of its employees during performance of a HUBZone contract (see 13 CFR 126.200(e)(1)); and

(ii) It *□*is, *□*is not a HUBZone joint venture that complies with the requirements of 13 CFR126.616(a) through(c). [ *The offeror shall enter the name and unique entity identifier of each party to**the joint venture:*.] Each HUBZone small business concern participating in the HUBZone joint venture shall provide representation of its HUBZone status.

(c) Representations required to implement provisions of Executive Order11246-

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

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

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

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

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

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

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

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

(1)

(i) The Offeror certifies that each end product and that each domestic end product listed in paragraph (f)(3) of this provision contains a critical component, except those listed in paragraph (f)(2) of this provision, is a domestic end product.

(ii) The Offeror shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products. For those foreign end products that do not consist wholly or predominantly of iron or steel or a combination of both, the Offeror shall also indicate whether these foreign end products exceed 55 percent domestic content, except for those that are COTS items. If the percentage of the domestic content is unknown, select “no”.

(iii) The Offeror shall separately list the line item numbers of domestic end products that contain a critical component (see FAR 25.105).

(iv) The terms “commercially available off-the-shelf (COTS) item,” “critical component,” “domestic end product,” "end product," "foreign end product," and "United States" are defined in the clause of this solicitation entitled "Buy American-Supplies."

(2) Foreign End Products:

# Line Item No.Country of OriginExceeds 55% domestic content (yes/no)

**Line Item No.Country of OriginExceeds 55% domestic content (yes/no)**

[*List as necessary*]

(3) Domestic end products containing a critical component:

Line Item No. 

[*List as necessary*]

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

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

(i)

(A) The Offeror certifies that each end product, except those listed in paragraph (g)(1)(ii) or (iii) of this provision, is a domestic end product and that each domestic end product listed in paragraph (g)(1)(iv) of this provision contains a critical component.

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

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

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

# Line Item No.Country of Origin

**Line Item No.Country of Origin**

[*List as necessary*]

(iii) The Offeror shall list those supplies that are foreign end products (other than those listed in paragraph (g)(1)(ii) of this provision) as defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements-Israeli Trade Act." The Offeror shall list as other foreign end products those end products manufactured in the United States that do not qualify as domestic end products. For those foreign end products that do not consist wholly or predominantly of iron or steel or a combination of both, the Offeror shall also indicate whether these foreign end products exceed 55 percent domestic content, except for those that are COTS items. If the percentage of the domestic content is unknown, select “no”.

Other Foreign End Products:

# Line Item No.Country of OriginExceeds 55% domestic content (yes/no)

[List as necessary]

(iv) The Offeror shall list the line item numbers of domestic end products that contain a critical component (see FAR 25.105).

Line Item No. 

[List as necessary]

(v) The Government will evaluate *offers*in accordance with the policies and procedures of FAR part 

25.

(2) *Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate II*. If Alternate II to the

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

(g)(1)(ii) The offeror certifies that the following supplies are Israeli end products as defined in the clause of this solicitation entitled “Buy American—Free Trade Agreements—Israeli Trade Act”:

Israeli End Products:

# Line Item No.

[*List as necessary*]

(3) *Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate III*. If Alternate III to the clause at 52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g) (1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Free Trade Agreement country end products (other than Bahrainian, Korean, Moroccan, Omani, Panamanian, or Peruvian end products) or Israeli end products as defined in the clause of this solicitation entitled "Buy American-Free Trade Agreements-Israeli Trade Act":

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

# Line Item No.Country of Origin

**Line Item No.Country of Origin**

[*List as necessary*]

(4) *Trade Agreements Certificate*. (Applies only if the clause at FAR 52.225-5, Trade Agreements, is included in this solicitation.)

(i) The offeror certifies that each end product, except those listed in paragraph (g)(5)(ii) of this provision, is a U.S.-made or designated country end product, as defined 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.Country of Origin

[*List as necessary*]

(iii) 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 Officer determines that there are no offers for such products or that the offers for such products are insufficient to fulfill the requirements of the solicitation.

(f) *Certification Regarding Responsibility Matters (Executive Order 12689*). (Applies only if the contract value is expected to exceed the simplified acquisition threshold.) The offeror certifies, to the best of its knowledge and belief, that the offeror and/or any of its principals–

(1) *□*Are, *□*are not presently debarred, suspended, proposed for debarment, 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 civil judgment 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, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property;

(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 (h)(2) of this clause; and

(4) *□*Have, *□*have not, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds the threshold at 9.104-5(a)(2) for which the liability remains unsatisfied.

(i) Taxes are considered delinquent if both of the following criteria apply:

(A) *The tax liability is finally determined*. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(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 deficiency, under I.R.C. §6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(B) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. §6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(C) The taxpayer has entered into an installment agreement pursuant to I.R.C. §6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(D) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. §362 (the Bankruptcy Code).

(g) *Certification Regarding Knowledge of Child Labor for Listed End Products (Executive Order 13126). [The Contracting Officer must list in paragraph (i)(1) any end products being acquired under this solicitation*

*that are included in the List of Products Requiring Contractor Certification as to Forced or Indentured Child Labor, unless excluded at**22.1503**(b).]*

(1) *Listed end products.*

# Listed End ProductListed Countries of Origin

(2) *Certification. [If the Contracting Officer has identified end products and countries of origin in paragraph (i)(1) of this provision, then the offeror must certify to either (i)(2)(i) or (i)(2)(ii) by checking the appropriate block.]*

(i) The offeror will not supply any end product listed in paragraph (i)(1) 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 (i)(1) of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. The offeror certifies that it 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. On the basis of those efforts, the offeror certifies that it is not aware of any such use of child labor.

(h) *Place 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-

(1) *□*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.

(i) *Certificates regarding exemptions from the application of the Service Contract Labor Standards*(Certification by the offeror as to its compliance with respect to the contract also constitutes its certification as to compliance by its subcontractor if it subcontracts out the exempt services.) [*The contracting officer is to check a box to indicate if paragraph (k)(1) or (k)(2) applies.*]

(1) Maintenance, calibration, or repair of certain equipment as described in FAR 22.1003-4(c)(1). The offeror *□*does *□*does not certify that–

(i) 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 offeror (or subcontractor in the case of an exempt subcontract) in substantial quantities to the general public in the course of normal business operations;

(ii) The services will be furnished at prices which are, or are based on, established catalog or market prices (see FAR 22.1003-4(c)(2)(ii)) for the maintenance, calibration, or repair of such equipment; and The compensation (wage and fringe benefits) 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 22.1003-4(d)(1). The offeror *□*does *□*does not certify that-

(i) 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 22.1003-4(d)(2)(iii));

(iii) Each service employee who will perform the services under the contract will spend only a small portion of his or her time (a monthly 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 benefits) 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 (k)(1) or (k)(2) of this clause applies–

(i) If the offeror does not certify to the conditions in paragraph (k)(1) or (k)(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 Officer may not make an award to the offeror if the offeror fails to execute the certification in paragraph (k)(1) or (k)(2) of this clause or to contact the Contracting Officer as required in paragraph (k)(3)(i) of this clause.

(j) *Taxpayer Identification Number (TIN) (*26 U.S.C. 6109, 31 U.S.C. 7701). (Not applicable if the offeror is required to provide this information to the SAM to be eligible for award.)

(1) All offerors must submit the information required in paragraphs (l)(3) through (l)(5) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26

U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the Internal 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 FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror’s TIN.

(3) *Taxpayer Identification 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 office or place of business or a fiscal 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 CFR1.6049-4; Other .

(5) *Common parent*.

Offeror is not owned or controlled by a common parent; Name and TIN of common parent:

Name . TIN .

(k) *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.

(l) 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 9.108-2(b) applies or the requirement is waived in accordance with the procedures at 9.108-4.

(2) *Representation*. The Offeror represents that–

(i) It *□*is, *□*is not an inverted domestic corporation; and

(ii) It *□*is, *□*is not a subsidiary of an inverted domestic corporation.

(m) Prohibition on contracting with entities engaging in certain activities or transactions relating to Iran.

(1) The offeror shall e-mail questions concerning sensitive technology to the Department of State at CISADA106@state.gov.

(2) *Representation and Certifications*. Unless a waiver is granted or an exception applies as provided in paragraph (o)(3) of this provision, by submission of its offer, the offeror-

(i) 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) Certifies 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

(iii) Certifies that the offeror, and any person owned or controlled by the offeror, does not knowingly engage in any transaction that exceeds the threshold at FAR 25.703-2(a)(2) with Iran’s Revolutionary Guard Corps or any of its officials, agents, or affiliates, the property and interests in property of which are blocked pursuant to the International Emergency Economic Powers Act (et seq.) (see OFAC’s Specially Designated Nationals and Blocked Persons List at https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx).

(3) The representation and certification requirements of paragraph (o)(2) of this provision do not apply if-

(i) This solicitation includes a trade agreements certification (*e.g.*, 52.212-3(g) or a comparable agency provision); and

(ii) The offeror has certified that all the offered products to be supplied are designated country end

products.

(n) *Ownership or Control of Offeror*. (Applies in all solicitations when there is a requirement to be registered in SAM or a requirement to have a unique entity identifier 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 (p)(1) 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: *□*Yes or *□*No.

(3) If the Offeror indicates "yes" in paragraph (p)(2) 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*)

(o) *Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law.*

(1) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, The Government will not enter into a contract with any corporation that–

(i) 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 an 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–

(i) 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.

(p) *Predecessor of Offeror.*(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 (r)(1) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if more 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*).

(q) [Reserved].

(r) *Public Disclosure of Greenhouse Gas Emissions and Reduction Goals*. Applies in all solicitations that require offerors to register in SAM (12.301(d)(1)).

(1) This representation shall be completed if the Offeror received $7.5 million or more in contract awards in the prior Federal fiscal year. The representation is optional if the Offeror received less than $7.5 million in Federal contract awards in the prior Federal fiscal year.

(2) Representation. [Offeror to check applicable block(s) in paragraph (t)(2)(i) and (ii)].

(i) The Offeror (itself or through its immediate owner or highest-level owner) *□*does, *□*does not publicly disclose greenhouse gas emissions, i.e., makes available on a publicly accessible website 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, i.e., make available on a publicly accessible website a target to reduce absolute emissions or emissions intensity by a specific quantity or percentage.

(iii) A publicly accessible website includes the Offeror's own website or a recognized, third-party greenhouse gas emissions reporting program.

(3) If the Offeror checked "does" in paragraphs (t)(2)(i) or (t)(2)(ii) of this provision, respectively, the Offeror shall provide the publicly accessible website(s) where greenhouse gas emissions and/or 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 confidentiality 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 (u)(1) of this provision does not contravene requirements applicable to Standard Form 312 (Classified 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.

(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 confidentiality 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 (*e.g.*, agency Office of the Inspector General).

(s) *Covered Telecommunications Equipment or Services-Representation.*Section 889(a)(1)(A) and section 889 (a)(1)(B) of Public Law 115-232.

(1) The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(2) The Offeror represents that–

(i) It*□*does, *□*does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(ii) After conducting a reasonable inquiry for purposes of this representation, that it *□*does, *□*does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services.

(End of Provision)

*Alternate I (Oct 2014).*As prescribed in 12.301(b)(2), add the following paragraph (c)(11) to the basic provision:

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

Black American.

Hispanic American.

Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).

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

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

Individual/concern, other than one of the preceding.

**Parent topic:**52.212 [Reserved]

# 10.   ADDITIONAL REPRESENTATIONS AND CERTIFICATIONS

**(Use this section to document the Company’s pricing method.**  See paragraphs 

PRICING 1 (f.) page 5, and REPRESENTATIONS AND CETIFICATIONS 8 (b.) page 10).

Note:  The following is guidance on completing the above:  Additional Representations and Certifications.

# Procedures:

# a.) Catalog Priced MPAs

Proposed MPA Pricing Based on Catalog Prices-established catalog prices/market prices

1.  Manufacturer Catalog pricing in compliance with FAR 15.402 (**established catalog prices**-**market prices**) will be accepted.

**Additional Representations and Certifications, MPA pricing representation** 1. (f), page 5.

***Example:***

*The Big Food Company’s (BFC) pricing method used to set the MPA prices, is to place the DLA Troop Support Subsistence Prime Vendor Program purchases in*, 

***Key issue (1 )*** in the Big Food Company’s Bracket/Tier/Group Number  used for all BFC National Accounts  current accounts include *IHOP, KFC, Wendy’s, etc.). The Big Food Company,****Key issue (2*)** is offering DLA Troop Support FOB Origin pricing as listed on the ***Key issue (3),*** “BFC National Account Price List” , ***Key issue (4)***(attach THE PRICE LIST). ***Key issue (5),* DLA Troop Support is charged the same price as those National Accounts, *Key issue (6),* including the same discounts and rebates afforded those accounts***. **Key issue (7)**,* The pricing is determined and records maintained at the corporate office at 100 Industrial Parkway, Smallville, OK.  BFC’s price list is updated as needed giving its commercial customer **30 days notice** of price *changes **Key issue (8),*******allowing BFC to comply with the MPA price changes criteria in paragraph 1. (e), page 5.  

**Key Issues that must be addressed**:

•1. The Company’s method described in reference to its standard commercial price list or pricing.

•2. State that pricing is FOB Origin (delivered by exception only)

•3.  State “exact” name of commercial price list from which the MPA price is quoted or deviated, and how it’s deviated.

•4. The commercial price list must be attached. If you state that your company doesn’t publish price lists and calculates military MPA pricing a complete copy of that file must be named and attached.

•5. State that DLA Troop Support price charged will be as represented.

•6. State that DLA Troop Support is afforded the same discounts and rebates as other commercial for same bracket as represented.

•7. This is the address of record where DLA Troop Support’s price audit request will be sent in the future.

•8. State the company will comply with the price changes criteria.

# b.) Competitive  Priced MPAs

**Proposed MPA Pricing “Not” Based on Catalog Prices (established market catalog)**

When a proposed MPA holder asserts that proposed prices are not based on a catalog price, the MPA will be negotiated using competitive pricing as stipulate in Cancellations and Modifications, paragraph 5 (a) and 5 (b) page  7.  If necessary under special circumstances other than use of catalog or competitive pricing and determined necessary by the MPA contracting officer  the case will be forwarded to the Pricing Division to determine the most practical approach to evaluate prices. ***To the maximum extent practical*** consistent with FAR 15.403-1(b)(3) submission of cost or pricing data will not be required in these instances and price analysis techniques will be the preferred method of evaluating prices.

(1.) **Manufacturer Pricing based on Competitive Pricing**

DLA troop Support has determined the approval of Manufacturer Pricing Agreements (MPAs) based on limited cost data does not provide the government sufficient price protection.  DLA Troop Support will discontinue the use of cost data on any MPAs previously approved and will not enter into any new MPA agreement using cost data. Those companies who do not have established catalog prices will have their pricing approved based on competitive pricing. Prospective MPA agreement holders must agree their product pricing will be subject to approval by the DLA Troop Support, which will determine primarily through, but not limited to, the use of government pricing records whether the submitted pricing is fair and reasonable.

#   COMPLETE THE BELOW FILL-INS AS APPROPRIATE TO COMPANY BUSINESS:

Additional Representations and Certifications,  MPA pricing representation page 5, 1. (f)

NOTE: SELECT THE APPROPRIATE STATEMENT CONCERNING CATALOG PRICING OR COMMERCIAL SALES

(                                                ) does not have established commercial catalog pricing for its products and its standard business practice for establishing its commercial pricing is (insert Company Name)

  or

( _____________________ ) (insert Company Name) does not have sufficient sales in the commercial sector for the products offered to the United States government  (______________________ ).  The established commercial catalog pricing and standard business practice for establishing its commercial pricing is ___________________________.

(______________________) represents the prices offered are fair market priced. (________ ___________________) agrees its product pricing will be subject to approval by the DLA Troop Support, which will determine pricing to be fair and reasonable, primarily through, but not limited to, the use of government pricing records.    _______________  accepts that the government’s fair and reasonable determination is final and any products whose pricing is not determined fair and reasonable will not be accepted by the government.   If pricing is not determined fair and reasonable the SKU and or Global Trade Identification Number (GTIN)  with pricing will be removed from the monthly DLA troop Support MPA OUTTURN REPORT which is sent to DLA Troop Support’s Subsistence Prime Vendor contractors. The MPA pricing offered is FOB Origin and are priced the same as for similar commercial customers represented in Attachment 1 Section C., while applying the appropriate and customary discounts and rebates for the commercial buyer category where DLA Troop Support is indicated. DLA Troop Support will be charged the MPA price. (____________________) pricing records are maintained at (insert address:___________________ ,   (_____________________________)

will comply with the price changes criteria in paragraph 1. (e), page 5.

When established catalog prices are not used as the basis for the MPA agreement, the pricing representation, required by paragraph 1. (f) (page 5) shall include:

1. The company’s pricing method described in reference to its standard commercial pricing.

2. Pricing is FOB origin.

3. State: “Company agrees its product pricing will be subject to approval by the DLA Troop Support, which will determine primarily through, but not limited to, the use of competitive pricing records whether the submitted pricing is fair and reasonable.”

4. State: “Company  accepts that the government’s fair and reasonable determination is final and any products whose pricing is not determined fair and reasonable will not be accepted by the government and that SKU/and or GTIN with   pricing will be removed from the monthly DLA Troop Support MPA OUTTURN REPORT sent to DLA Troop Support’s Subsistence Prime Vendor contractors.”

5. State the DLA Troop Support will be charged the MPA price as represented.

6. State that DLA Troop Support is afforded the same discounts and rebates as other commercial customers for the same commercial buyer category as represented.

7. State the address of record where DLA Troop Support’s audit request would be sent.

8. State the Company will comply with the price changes criterion in paragraph 1. (e), page5.

#### Any changes to the certifications should be directed to the Contracting Officer listed on page 3 of the MPA.