Airfield Weed Control Services

THIS IS A COMBINED SYNOPSIS/SOLICITATION FOR COMMERCIAL ITEMS PREPARED IN ACCORDANCE WITH THE FORMAT PRESCRIBED IN SUBPART 12.6 OF THE FAR, AS SUPPLEMENTED WITH ADDITIONAL INFORMATION INCLUDED IN THIS NOTICE. THIS ANNOUNCEMENT CONSTITUTES THE REQUEST FOR QUOTATION FOR THE REQUIRED SERVICES UNDER RFQ HSCG24-10-Q-1SAA20, AND A WRITTEN SOLICITATION WILL NOT BE ISSUED. THIS SOLICITATION DOCUMENT AND INCORPORATED PROVISIONS AND CLAUSES ARE THOSE IN EFFECT THROUGH FEDERAL ACQUISITION CIRCULAR 2005-32. CONSISTENT WITH FAR 6.302-1, THE CONTRACTING OFFICE AT COAST GUARD AIR STATION CAPE COD HAS A REQUIREMENT FOR WEED CONTROL SERVICES ON THE AIRFIELD USING HERBICIDE APPLICATION AS FOLLOWS: HERBICIDE APPLICATION SECTION 1 - GENERAL PROVISIONS 1.0 SCOPE: THESE SPECIFICATIONS AND THE ACCOMPANYING DRAWING SUPPLY PERTINENT INFORMATION FOR ACCOMPLISHING HERBICIDE APPLICATION FOR VEGETATION ELIMINATION AND CONTROL. THESE SERVICES SHALL BE PROVIDED IN ACCORDANCE WITH ALL APPLICABLE STATE AND FEDERAL REGULATIONS BY A LICENSED PROFESSIONAL. THE CONTRACTOR SHALL FURNISH ALL SUPERVISION, LABOR, MATERIAL, AND EQUIPMENT TO COMPLETE THE WORK DESCRIBED HEREIN. 1.2 DESCRIPTION OF WORK: THE WORK TO BE PERFORMED UNDER THIS CONTRACT CONSISTS OF THE APPLICATION OF HERBICIDE TO ELIMINATE ALL WEEDS WITHIN CRACKS AND CREVICES THROUGHOUT APPROXIMATELY 200 ACRES OF AIRFIELD PAVEMENT. PAVEMENT AREAS REQUIRING ELIMINATION AND CONTROL OF THE VEGETATION ARE AS INDICATED ON THE DRAWING PROVIDED. 1.3 LOCATION: WORK IS TO BE PERFORMED ON THE AIRFIELD PER THE ATTACHED DRAWING AT THE UNITED STATES COAST GUARD AIR STATION CAPE COD (USCG AIRSTA CC), MA. 1.4 CONTINUED USE OF FACILITIES: DURING EXECUTION OF THIS CONTRACT, THE BUILDINGS AND AIRFIELD AREA WILL CONTINUE TO BE OCCUPIED AND/OR USED. WORK WILL BE PERFORMED IN AN ORDERLY MANNER WITH MINIMUM DISTURBANCE AND INCONVENIENCE TO THE OCCUPANTS. THE CONTRACTOR WILL CONFINE HIS PERSONNEL TO ONLY THOSE AREAS REQUIRED IN PERFORMING THE WORK. THE CONTRACTOR WILL COORDINATE ALL WORK ACTIVITIES AND ACCESS TO THE WORK AREA WITH THE CONTRACTING OFFICER TECHNICAL REPRESENTATIVE (COTR). 1.5 LIMITATIONS: HERBICIDES SHALL BE APPROVED BY THE USCG AIRSTA CC ENVIRONMENTAL HEALTH AND SAFETY (EH&S) OFFICE AND SHALL BE IN COMPLIANCE WITH EXISTING FEDERAL EPA AND MASSACHUSETTS DEP REQUIREMENTS. COMMERCIAL SUPPLIERS OF MATERIALS MUST FURNISH A QUANTITATIVE ANALYSIS OF THE ACTIVE INGREDIENTS ON ANY PROPRIETARY MATERIAL INTENDED FOR USE. COPIES OF THE ANALYSES SHALL BE PROVIDED WITH THE PROPOSAL. 1.6 PROOF OF COMPETENCE: THE CONTRACTOR SHALL PROVIDE PROOF OF MASSACHUSETTS LICENSING CERTIFICATION FOR ANY AND ALL EMPLOYEES WHO WILL BE ENGAGED IN THE APPLICATION OF HERBICIDES WITH THEIR PROPOSAL, OR DOCUMENTATION THAT CERTIFICATION WILL BE COMPLETED PRIOR TO CONTRACT AWARD. COPIES OF SAID CERTIFICATIONS WILL BE REVIEWED AND KEPT ON FILE WITH THE COAST GUARD ENVIRONMENTAL HEALTH AND SAFETY (EH&S) OFFICE. POSITIVE PROOF OF INSURANCE WILL ALSO BE REQUIRED. 1.7 INSPECTION BY THE GOVERNMENT: THE CONTRACTING OFFICER (CO) OR THE COTR WILL INSPECT ALL OF THE CONTRACTOR'S WORK. ALL REQUIRED REMEDIAL WORK SHALL BE THE RESPONSIBILITY OF THE CONTRACTOR WITH NO ADDITIONAL COST TO THE GOVERNMENT. 1.8 SAFETY AND FIRE PROTECTION: 1.8.1 CONTRACTOR SHALL COMPLY WITH ALL FEDERAL AND STATE SAFETY AND FIRE PREVENTION STANDARDS. NO HERBICIDES SHALL BE LEFT WITH BUILDING OCCUPANTS, GARDENERS, OR OTHER PERSONS. CARE SHALL BE TAKEN TO PREVENT ACCIDENTAL POISONING OF HUMANS OR PETS AND TO PREVENT DAMAGE TO SHRUBBERY, TREES, FLOWERS, BUILDINGS, VEHICLES OR OTHER OBJECTS. 1.8.2 ALL MATERIALS SHALL BE SECURED WHEN UNATTENDED. IT IS THE RESPONSIBILITY OF THE CONTRACTOR TO PROPERLY DISCARD ANY AND ALL WASTE MATERIALS ASSOCIATED WITH THESE SERVICES. NO MATERIAL OR EMPTIED CONTAINERS WILL BE DUMPED, LEFT UNATTENDED, OR DISPOSED OF IN ANY MANNER THAT MAY CAUSE INJURY TO PERSONNEL OR TO CONTAMINATE THE ENVIRONMENT. CONTAINERS SHALL NOT BE PLACED IN DUMPSTERS OR TRASH CANS. UNDER NO CIRCUMSTANCES SHALL THE CONTRACTOR WASH, CLEAN OR RINSE ANY EQUIPMENT OR VEHICLES USED IN THE APPLICATION OF HERBICIDES ANYWHERE ON THE MASSACHUSETTS MILITARY RESERVATION (MMR). HERBICIDE CONTAINERS SHALL BE REMOVED FROM USCG AIRSTA CC PROPERTY AND DISPOSED OF IN ACCORDANCE WITH FEDERAL AND STATE REGULATIONS. 1.9 SCHEDULE OF WORK: NORMAL WORKING HOURS AT AIR STATION CAPE COD ARE FROM 7:30 A.M. TO 4:30 P.M., MONDAY THROUGH FRIDAY. DUE TO SECURITY AND AIRFIELD ACCESS REQUIREMENTS, THE CONTRACTOR SHALL INFORM THE COTR FIVE (5) DAYS IN ADVANCE OF THE PROPOSED WORK SCHEDULE TO ENSURE PROMPT ACCESS TO THE WORK AREA. 1.10 SITE VISIT: IN ACCORDANCE WITH FAR 52.237-1 SITE VISIT (APR 1984) (DEVIATION) (a) OFFERORS ARE URGED AND EXPECTED TO INSPECT THE SITE WHERE SERVICES TO BE PERFORMED AND TO SATISFY THEMSELVES REGARDING ALL GENERAL AND LOCAL CONDITIONS THAT MAY AFFECT THE COST OF CONTRACT PERFORMANCE, TO THE EXTENT THAT THE INFORMATION IS REASONABLY OBTAINABLE. IN NO EVENT SHALL FAILURE TO INSPECT THE SITE CONSTITUTE GROUNDS FOR A CLAIM AFTER AWARD. (b) THE SITE VISIT IS SCHEDULED FOR THURSDAY, APRIL 1, 2010 AT 9:00 AM AT U.S. COAST GUARD AIR STATION CAPE COD, MA. TO ARRANGE ATTENDANCE AT THE SITE VISIT, EMAIL SK1 ALLISON HOPE AT ALLISON.M.HOPE@USCG.MIL AND IDENTIFY THE NAMES OF THE ATTENDEES; THE CUTOFF FOR REGISTRATION WILL BE 12 NOON, TUESDAY, MARCH 30, 2010. 1.11 SECURITY REQUIREMENTS: 1.11.1 IN ORDER TO PROVIDE ACCESS TO THE MMR, THE FOLLOWING INFORMATION SHALL BE PROVIDED TO THE CONTRACTING OFFICER AND/OR THE COTR NO LATER THAN FIVE (5) BUSINESS DAYS AFTER THE CONTRACT IS AWARDED: ? EMPLOYEE NAME ? SOCIAL SECURITY NUMBER (SSN) ? CITIZENSHIP (U.S. OR LEGAL ALIEN) ? VEHICLE REGISTRATION ? MAKE ? YEAR ? MODEL AND COLOR 1.11.2 AFTER PROCESSING AND RECEIVING MMR ACCESS, THE CONTRACTOR SHALL ENSURE THAT ALL EMPLOYEES, SUBCONTRACTORS AND SUPPORT PERSONNEL RECEIVE PASSES FROM THE EH&S OFFICE. 1.12 PROTECTION OF PROPERTY: ALL EXISTING PROPERTY SHALL BE PROTECTED FROM ANY DAMAGE RESULTING FROM CONTRACT OPERATIONS. THE CONTRACTOR SHALL BE RESPONSIBLE FOR DAMAGES CAUSED BY THE CONTRACTOR OR HIS EMPLOYEES. 1.13 REMOVAL OF CONTRACTOR EMPLOYEES: ALL EMPLOYEES OF THE CONTRACTOR IN THE PERFORMANCE OF THIS CONTRACT, OR ANY REPRESENTATIVE OF THE CONTRACTOR ENTERING THIS INSTALLATION, SHALL ABIDE BY ALL APPLICABLE REGULATIONS AND SHALL BE SUBJECT TO SECURITY CHECKS AS MAY BE DEEMED NECESSARY. THE GOVERNMENT RESERVES THE RIGHT TO DIRECT THE CONTRACTOR TO REMOVE FROM PERFORMANCE UNDER THIS CONTRACT, ANY EMPLOYEE, FOR MISCONDUCT OR SECURITY REASONS. THIS SHALL NOT RELIEVE OR CONSTITUTE AN EXCUSE FROM THE CONTRACT PERFORMANCE. UPON DISMISSAL THE EMPLOYEE SHALL RENDER ALL IDENTIFICATION FOR ENTRY TO THE BASE 1.14 WAGE DETERMINATION MA 2005-2259 (REV 9), DATED 6/02/09 APPLIES TO THIS REQUIREMENT. END OF SECTION HERBICIDE APPLICATION SECTION 2 - TECHNICAL PROVISIONS 2.1 PURPOSE: THIS SECTION IDENTIFIES THE OPERATIONAL REQUIREMENTS FOR THE CONTRACTOR WHILE PERFORMING WEED CONTROL ON THE UNITED STATES COAST GUARD AIR FIELD. 2.2 WORK REQUIREMENTS: 2.2.1 THE CONTRACTOR SHALL COMPLY WITH ALL APPLICABLE PARTS OF THE CODES AND REGULATIONS OF MASSACHUSETTS AND FEDERAL AGENCIES: DEPARTMENT OF ENVIRONMENTAL PROTECTION (DPA), ENVIRONMENTAL PROTECTION AGENCY (EPA), OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION (OSHA) IN THE PERFORMANCE OF VEGETATION CONTROL SERVICES THROUGH HERBICIDE APPLICATIONS AT THIS INSTALLATION. 2.2.2 WORK SHALL CONSIST OF PROVIDING A FULL RANGE OF HERBICIDE MANAGEMENT SERVICES TO ELIMINATE WEED GROWTH IN SPECIFIED AREAS. 2.2.3 CONTRACTOR SHALL APPLY HERBICIDES TO DESTROY ALL GROWTH OF VEGETATION IN THE CRACKS OF THE AIRFIELD PAVEMENTS AS SPECIFIED (THOSE AREAS DESIGNATED AS SHADED LIGHT BLUE ON THE ATTACHED AIRFIELD DIAGRAM). APPLICATION RATES AND QUANTITY OF APPLIED HERBICIDES SHALL BE IN ACCORDANCE WITH MANUFACTURER AND ENVIRONMENTAL SPECIFICATIONS. 2.2.4 PRIOR TO INITIAL APPLICATION AND WITHIN FIVE (5) DAYS AFTER CONTRACT AWARD, THE CONTRACTOR AND THE COTR SHALL SURVEY AND AGREE UPON THE AREAS TO BE TREATED. 2.2.5 UNITED STATES COAST GUARD AIR FIELD RUNWAYS, TAXIWAYS AND SPECIFIED RAMP AREAS ARE COMPRISED OF APPROXIMATELY 200 ACRES OF PAVED CONCRETE AND ASPHALT SURFACE, AS INDICATED ON THE ATTACHED DRAWING (AREAS TO BE TREATED ARE SHADED LIGHT BLUE ON AIRFIELD DIAGRAM). NOT ALL OF THIS AREA WILL REQUIRE THE APPLICATION OF HERBICIDES. THROUGHOUT THIS AREA, THERE ARE A LARGE NUMBER OF CRACKS, CREVICES FOR WHICH NO LINEAR MEASUREMENTS ARE AVAILABLE. WEEDS HAVE GERMINATED FROM THESE CRACKS THROUGHOUT THE AIRFIELD, ABUNDANT IN SOME AREAS WHILE LESS PROLIFIC IN OTHERS. THE MINIMAL EFFECTIVE AMOUNT OF HERBICIDE REQUIRED FOR THESE AREAS WILL BE APPLIED. NOTE: ENTIRE COVERAGE OF BROAD AREAS IS NOT INTENDED. RATHER, HERBICIDES SHOULD BE APPLIED TO EXISTING WEED GROWTH AND PAVEMENT CRACKS. 2.3 MATERIAL AND APPLICATION RATES: 2.3.1 THE CONTRACTOR SHALL SUBMIT A LIST OF ALL HERBICIDES ACCOMPANIED BY AN ESTIMATE OF AMOUNTS TO BE APPLIED TO THE CONTRACTING OFFICER WITH PROPOSAL. THE CONTRACTOR SHALL FURNISH THE CO/COTR WITH LABELS AND MSDS FOR ALL MATERIALS USED UNDER THIS CONTRACT. MATERIAL LITERATURE SHALL BE SUBMITTED TO THE COAST GUARD EH&S OFFICE FOR APPROVAL. 2.3.2 THE CONTRACTOR SHALL BE PREPARED TO CREATE, RECORD AND PROVIDE THE COTR WITH A COPY OF A DAILY LOG (RECORDS) SPECIFYING CRITERIA IDENTIFIED BELOW. THESE RECORDS WILL BE RETAINED BY THE COTR: ? METHOD OF APPLICATION ? MATERIAL APPLIED ? QUANTITY APPLIED ? RATE OF APPLICATION ? LOCATION APPLIED ? LABOR HOURS ? WEATHER/SURFACE CONDITIONS 2.3.3 ENVIRONMENTAL ASPECT AND IMPACT CONSIDERATIONS: ENVIRONMENTAL CONSIDERATIONS WERE EXAMINED IN THE DEVELOPMENT OF THIS NOTICE AND HAVE BEEN DETERMINED TO BE NOT APPLICABLE. END OF SECTION HERBICIDE APPLICATION EVALUATION CRITERIA AWARD OF THIS REQUIREMENT SHALL BE MADE TO THE OFFEROR WHOSE PROPOSAL OFFERS THE GREATEST VALUE TO THE GOVERNMENT. TECHNICAL FACTORS ARE APPROXIMATELY EQUAL TO PRICE. TECHNICAL EVALUATION FACTORS THE FOLLOWING FACTORS SHALL BE EVALUATED. THE EVALUATION SHALL CONSIDER THE OFFERORS' RESPONSE TO EACH OF THESE EVALUATION FACTORS AS WELL AS PAST PERFORMANCE. 1. TECHNICAL PLAN WITH SUFFICIENT DETAIL TO DETERMINE ACCEPTABILITY TO INCLUDE: ? METHOD OF APPLICATION ? APPLICATION RATE OF PRODUCT ? CONCENTRATION OF PRODUCT ? ESTIMATED TIME OF COMPLETION OF THE DESIGNATED AREAS - PROVIDE A DETAILED SCHEDULE OF WORK (ASSUMING WEATHER PERMITTING, I.E. 24 HOURS WITHOUT RAIN) INCLUDING BREAK OUT OF SPECIFIC AREAS, I.E. SEAM AREAS, HEAVY AREAS, CRACK/CREVICE AREAS ? QUALIFICATIONS OF EMPLOYEES ? QUALITY CONTROL PLAN 2. PAST PERFORMANCE PROVIDE CONTRACT NUMBERS AND GOVERNMENT POINTS OF CONTACT FOR SIMILAR EFFORTS PERFORMED WITHIN THE LAST FIVE YEARS. PRICE WHILE PRICE IS NOT THE PRIMARY EVALUATION FACTOR IN THIS REQUIREMENT, IT IS IMPORTANT AND WILL BE CONSIDERED WHEN DETERMINING CONTRACT AWARD. THE GOVERNMENT RESERVES THE RIGHT TO AWARD TO THE LOWEST PRICED OFFEROR. THE FOLLOWING FEDERAL ACQUISITION REGULATION (FAR) PROVISIONS AND CLAUSES APPLY: FAR 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS (JUN 2008), FAR 52.212-2 EVALUATION-COMMERCIAL ITEMS (JAN 1999)- AWARD WILL BE MADE TO THE OFFEROR PROPOSING THE BEST VALUE TO THE GOVERNMENT CONSIDERING PRICE, DELIVERY, AND PAST PERFORMANCE, AND QUALITY. ALL TECHNICAL FACTORS ARE APPROXIMATELY EQUAL TO PRICE. FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-COMMERCIAL ITEMS (FEB 2009) TO INCLUDE ALT I (APR 2002). THESE CERTIFICATIONS MUST BE INCLUDED WITH QUOTE. CONTRACTORS ARE ENCOURAGED TO SUBMIT THROUGH HTTP://ORCA.BPN.GOV. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS -COMMERCIAL ITEMS (MAR 2009) ARE APPLICABLE TO THIS SOLICITATION. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1998), THE FULL TEXT OF THE CLAUSE MAY BE ACCESSED ELECTRONICALLY AT INTERNET ADDRESS HTTP://WWW.ARNET.GOV/FAR; A DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER IS THE PRIMARY IDENTIFIER IN FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION (CCR)(APR 2008). CONTRACTORS ARE LOCATED AND IDENTIFIED IN CCR BY THEIR DUNS NUMBER. TO FACILITATE PAYMENT VIA ELECTRONIC FUNDS TRANSFER - CCR, CONTRACTORS SHOULD BE REGISTERED IN THE CCR. A DUNS NUMBER CAN BE OBTAINED VIA WWW.DNB.COM AND CCR REGISTRATION CAN BE OBTAINED VIA WWW.CCR.DLIS.DLA.MIL END OF CLAUSE FAR 52.212-5, CONTRACT TERMS AND CONDITIONS TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -COMMERCIAL ITEMS (MAY 2009) THE FOLLOWING CLAUSES AND OTHERS AS INDICATED BY THE CONTRACTING OFFICER AS APPLICABLE SHALL APPLY TO THE AWARDED CONTRACT. FAR 52.222-3 CONVICT LABOR (JUN 2003) (E.O. 11755) FAR 52.222-19 CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (FEB 2008) (E.O. 13126),; FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) FAR 52.222-26 EQUAL OPPORTUNITY (MAR 2007)(E.O. 11246), FAR 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLE VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEPT 2006) (38 U.S.C. 4212), FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)(29 U.S.C. 793), FAR 52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (NOV 2007) (41 U.S.C. 351, ET SEQ) FAR 52-222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989) (29 U.S.C. 206 AND 41 U.S.C. 351, ET SEQ) FAR 52.222-50 COMBAT TRAFFICKING IN PERSONS(FEB 2009) FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)(E.O. 12722,12724,13059.13067,13121, AND 13129) FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER-CENTRAL CONTRACTOR REGISTRATION (OCT 2003)(31 U.S.C. 3332) END OF CLAUSE THE FOLLOWING CLAUSES ARE INCORPORATED BY REFERENCE, ENTIRE CLAUSE(S) AVAILABLE AT HTTP://WWW.ARNET.GOV/FAR; HOMELAND SECURITY ACQUISITION REGULATION (48CFR CHAPTER 30) CLAUSES (CAN BE ACCESSED ELECTRONICALLY AT WWW.DHS.GOV/DHSPUBLIC) HSAR 3052.209-70 PROHIBITION ON CONTRACTS WITH CORPORATE EXPATRIATES (JUNE 2006). (A) PROHIBITIONS. SECTION 835 OF THE HOMELAND SECURITY ACT, 6 U.S.C. 395, PROHIBITS THE DEPARTMENT OF HOMELAND SECURITY FROM ENTERING INTO ANY CONTRACT WITH A FOREIGN INCORPORATED ENTITY AFTER NOVEMBER 25, 2002, WHICH IS TREATED AS AN INVERTED DOMESTIC CORPORATION AS DEFINED IN THIS CLAUSE, OR WITH ANY SUBSIDIARY OF SUCH AN ENTITY. THE SECRETARY SHALL WAIVE THE PROHIBITION WITH RESPECT TO ANY SPECIFIC CONTRACT IF THE SECRETARY DETERMINES THAT THE WAIVER IS REQUIRED IN THE INTEREST OF NATIONAL SECURITY. (B) DEFINITIONS. AS USED IN THIS CLAUSE: "EXPANDED AFFILIATED GROUP" MEANS AN AFFILIATED GROUP AS DEFINED IN SECTION 1504(A) OF THE INTERNAL REVENUE CODE OF 1986 (WITHOUT REGARD TO SECTION 1504(B) OF SUCH CODE), EXCEPT THAT SECTION 1504 OF SUCH CODE SHALL BE APPLIED BY SUBSTITUTING - MORE THAN 50 PERCENT' FOR - AT LEAST 80 PERCENT EACH PLACE IT APPEARS. "FOREIGN INCORPORATED ENTITY" MEANS ANY ENTITY WHICH IS, OR BUT FOR SUBSECTION (B) OF SECTION 835 OF THE HOMELAND SECURITY ACT, 6 U.S.C. 395, WOULD BE, TREATED AS A FOREIGN CORPORATION FOR PURPOSES OF THE INTERNAL REVENUE CODE OF 1986. "INVERTED DOMESTIC CORPORATION." A FOREIGN INCORPORATED ENTITY SHALL BE TREATED AS AN INVERTED DOMESTIC CORPORATION IF, PURSUANT TO A PLAN (OR A SERIES OF RELATED TRANSACTIONS)- (1) THE ENTITY COMPLETES THE DIRECT OR INDIRECT ACQUISITION OF SUBSTANTIALLY ALL OF THE PROPERTIES HELD DIRECTLY OR INDIRECTLY BY A DOMESTIC CORPORATION OR SUBSTANTIALLY ALL OF THE PROPERTIES CONSTITUTING A TRADE OR BUSINESS OF A DOMESTIC PARTNERSHIP. (2) AFTER THE ACQUISITION AT LEAST 80 PERCENT OF THE STOCK (BY VOTE OR VALUE) OF THE ENTITY IS HELD- (I) IN THE CASE OF AN ACQUISITION WITH RESPECT TO A DOMESTIC CORPORATION, BY FORMER SHAREHOLDERS OF THE DOMESTIC CORPORATION BY REASON OF HOLDING STOCK IN THE DOMESTIC CORPORATION; OR; IN THE CASE OF AN ACQUISITION WITH RESPECT TO A DOMESTIC PARTNERSHIP, BY FORMER PARTNERS OF THE DOMESTIC PARTNERSHIP BY REASON OF HOLDING A CAPITAL OR PROFITS INTEREST IN THE DOMESTIC PARTNERSHIP; AND (3) THE EXPANDED AFFILIATED GROUP WHICH AFTER THE ACQUISITION INCLUDES THE ENTITY DOES NOT HAVE SUBSTANTIAL BUSINESS ACTIVITIES IN THE FOREIGN COUNTRY IN WHICH OR UNDER THE LAW OF WHICH THE ENTITY IS CREATED OR ORGANIZED WHEN COMPARED TO THE TOTAL BUSINESS ACTIVITIES OF SUCH EXPANDED AFFILIATED GROUP. PERSON, DOMESTIC, AND FOREIGN HAVE THE MEANINGS GIVEN SUCH TERM BY PARAGRAPHS (1) (4) AND (5) OF SECTION 7701(A) OF THE INTERNAL REVENUE CODE OF 1986, RESPECTIVELY. (C) SPECIAL RULES. THE FOLLOWING DEFINITIONS AND SPECIAL RULES SHALL APPLY WHEN DETERMINING WHETHER A FOREIGN INCORPORATED ENTITY SHOULD BE TREATED AS AN INVERTED DOMESTIC CORPORATION. (1) CERTAIN STOCK DISREGARDED. FOR THE PURPOSE OF TREATING A FOREIGN INCORPORATED ENTITY AS AN INVERTED DOMESTIC CORPORATION THESE SHALL NOT BE TAKEN INTO ACCOUNT IN DETERMINING OWNERSHIP. (I) STOCK HELD BY MEMBERS OF THE EXPANDED AFFILIATED GROUP WHICH INCLUDES THE FOREIGN INCORPORATED ENTITY; OR (II) STOCK OF SUCH ENTITY WHICH IS SOLD IN A PUBLIC OFFERING RELATED TO THE ACQUISITION DESCRIBED IN SUBSECTION (B)(1) OF SECTION 835 OF THE HOMELAND SECURITY ACT, 6 U.S.C. 395(B)(1). (2) PLAN DEEMED IN CERTAIN CASES. IF A FOREIGN INCORPORATED ENTITY ACQUIRES DIRECTLY OR INDIRECTLY SUBSTANTIALLY ALL OF THE PROPERTIES OF A DOMESTIC CORPORATION OR PARTNERSHIP DURING THE 4-YEAR PERIOD BEGINNING ON THE DATE WHICH IS 2 YEARS BEFORE THE OWNERSHIP REQUIREMENTS OF SUBSECTION (B)(2) ARE MET, SUCH AS ACTIONS SHALL BE TREATED AS PURSUANT TO A PLAN. (3) CERTAIN TRANSFERS DISREGARDED. THE TRANSFER OF PROPERTIES OF LIABILITIES (INCLUDING BY CONTRIBUTION OR DISTRIBUTION) SHALL BE DISREGARDED IF SUCH TRANSFERS ARE PART OF A PLAN A PRINCIPAL PURPOSE OF WHICH IS TO AVOID THE PURPOSES OF THIS SECTION. (D) SPECIAL RULE FOR RELATED PARTNERSHIPS. FOR PURPOSES OF APPLYING SECTION 835(B) OF THE HOMELAND SECURITY ACT. 6 U.S.C. 395(B) TO THE ACQUISITION OF A DOMESTIC PARTNERSHIP, EXCEPT AS PROVIDED IN REGULATIONS, ALL DOMESTIC PARTNERSHIPS WHICH ARE UNDER COMMON CONTROL (WITHIN THE MEANING OF SECTION 482 OF THE INTERNAL REVENUE CODE OF 1986) SHALL BE TREATED AS A PARTNERSHIP. (E) TREATMENT OF CERTAIN RIGHTS. (1) CERTAIN RIGHT SHALL BE TREATED AS STOCKS TO THE EXTENT NECESSARY TO REFLECT THE PRESENT VALUE OF ALL EQUITABLE INTERESTS INCIDENT TO THE TRANSACTION, AS FOLLOWS: (I) WARRANTS; (II) OPTIONS; (III) CONTRACTS TO ACQUIRE STOCK; (IV) CONVERTIBLE DEBT INSTRUMENTS; AND (V) OTHERS SIMILAR INTERESTS. (2) RIGHTS LABELED AS STOCKS SHALL NOT BE TREATED AS STOCKS WHENEVER IT IS DEEMED APPROPRIATE TO DO SO TO REFLECT THE PRESENT VALUE OF THE TRANSACTION OR TO DISREGARD TRANSACTION WHOSE RECOGNITION WOULD DEFEAT THE PURPOSE OF SECTION 835. (F) DISCLOSURE. THE OFFEROR UNDER THIS SOLICITATION REPRESENTS THAT (CHECK ONE) ( ) IT IS NOT A FOREIGN INCORPORATED ENTITY THAT SHOULD BE TREATED AS AN INVERTED DOMESTIC CORPORATION PURSUANT TO THE CRITERIA OF (HSAR) 48 CFR 3009.104-70 THROUGH 3009.104-73; ( ) IT IS A FOREIGN INCORPORATED ENTITY THAT SHOULD BE TREATED AS AN INVERTED DOMESTIC CORPORATION PURSUANT TO THE CRITERIA OF (HSAR) 48 CFR 3009.104-70 THROUGH 3009.104-73, BUT IT HAS SUBMITTED A REQUEST FOR WAIVER PURSUANT TO 3009.1004-74, WHICH HAS NOT BEEN DENIED; OR ( ) IT IS A FOREIGN INCORPORATED ENTITY THAT SHOULD BE TREATED AS AN INVERTED DOMESTIC CORPORATION PURSUANT TO CRITERIA (HSAR) 48 CFR 3009-104-70 THROUGH 3009.104-73, BUT IT PLANS TO SUBMIT A REQUEST FOR WAIVER PURSUANT TO 3009.104-74. (G) A COPY OF THE APPROVED WAIVER, IF A WAIVER HAS ALREADY BEEN GRANTED, OR THE WAIVER REQUEST, IF A WAIVER HAS BEEN APPLIED FOR, SHALL BE ATTACHED TO THE BID OR PROPOSAL.