Overhaul and or Modification of 54H60 Propellers

Amendment 00002 Overhaul and/or Modification of 54H60 Propellers This amendment is to cancel solicitation HSCG38-13-R-H00002 in its entirety. Please scan the Federal Business Opportunities Web site for future interim requirements. Amendment 00001 Overhaul and/or Modification of 54H60 Propellers This amendment is to extend the closing date from 19 July 2013 by fourteen (14) calendar days to 02 August 2013. Due to an update to USAF 3H1-18-3 in Change 20 - 1 June 2013, Low Plasticity Burnishing (LPB) is a new process that was added to the Air Force Technical Order (AFTO) as the preferred method and was specified within the solicitation as the required method for this requirement. Any company that will submit a proposal will need to review the AFTO and price accordingly and include this process in the Process Flow Chart/Management Plan for the sixty (60) day turnaround time for the overhaul of the 54H60 Propellers and related components. This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. The solicitation number HSCG38-13-R-H00002 is assigned to this procurement for tracking purposes only. The solicitation is issued as a Request for Proposal (RFP) using the procedures of FAR Part 12 in conjunction with FAR Part 15. This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-66. This solicitation is a total small business set-aside. The applicable North American Industry Classification System Code is 336412 and the small business size standard is 1000 employees. All responsible small business sources may submit a proposal for consideration. Proposals from large business sources will not be considered under this total small business set-aside acquisition. A complete detailed Contract Line Item Number (CLIN) Structure is provided as a separate document, which offerors may use for their price proposal. The Statement of Work (SOW) is also provided as a separate document to this solicitation. Schedule of Supplies: Propeller Assembly, NSN: 1610-01-096-7677, P/N: 54H60-117, IAW AFTO 3H1-18-3, estimated quantity of twenty (20) each per year, with the capacity to overhaul five (5) every sixty (60) days. Propeller Assembly, NSN: 1610-00-689-4847, P/N: 54H60-117PL22134, estimated quantity of one (1) each per year. Valve Housing, NSN: 1610-01-016-2196, P/N: 714325-5, estimated quantity of forty (40) each per year, with the capacity to overhaul five (5) every sixty (60) days Pump Housing, NSN: 1610-01-220-6052, P/N: 733872-6 or NSN: 1610-00-005-8685, P/N: 733872-2, estimated quantity of twenty (20) each per year, with the capacity to overhaul five (5) every sixty (60) days Rear Spinner, NSN: 1610-00-873-6251, P/N: 554665, estimated quantity of six (6) each per year Front Spinner, NSN: 1610-01-166-9359, P/N: 773824-1 or NSN: 1610-00-876-1812, P/N: 554654, estimated quantity of twenty (20) each per year, with the capacity to overhaul five (5) every sixty (60) days Regulator, NSN: 1610-01-102-3010, P/N: 767999-1 or NSN: 1610-00-098-7125, P/N: 733895-1 or NSN: 1610-00-717-8116, P/N: 582777, estimated quantity of fifteen (15) each per year, with the capacity to overhaul five (5) every sixty (60) days Afterbody, Half, NSN: 1610-00-873-6424, P/N: 560501, estimated quantity of eighteen (18) each per year Synchronizer, NSN: 1610-01-128-7400, P/N: 774800-1 or NSN: 1610-01-155-9337, P/N: 766840-2, estimated quantity of ten (10) each per year Bulkhead Assembly, NSN: 1610-00-875-5009, P/N: 554636, estimated quantity of one (1) each per year Ring Assembly, NSN: 5977-01-209-4979, P/N: 784755-1 or NSN: 5977-00-071-5472, P/N: 715805-1 or NSN: 5977-00-873-6423, estimated quantity of one (1) each per year Stop Assembly, NSN: 1610-01-112-3771, P/N: 774474-1 or NSN: 1610-00-628-6032, P/N: 514814, estimated quantity of six (6) each per year Cover Assembly, NSN: 1610-00-179-6130, P/N: 546488, estimated quantity of ten (10) each per year Bracket Assembly, NSN: 1610-01-587-6810, P/N: 705079-2 or NSN: 1610-00-941-4353, P/N: 705079-1, estimated quantity of four (4) each per year Blade Assembly, Replacement, NSN: 1610-00-482-7947, P/N: A7111D-2, estimated quantity to be determined Barrel Assembly, Replacement, NSN: 1610-00-628-7716, P/N: 526385, estimated quantity to be determined Description of Requirement: The U.S. Coast Guard (USCG), Aviation Logistics Center (ALC), Elizabeth City, NC requires overhaul and/or modification of the Hamilton Sundstrand Corporation 54H60 Propeller Assemblies and related components used on its fleet of HC-130H aircraft. Overhaul and/or modification work shall be in accordance with Air Force Technical Orders (AFTOs) listed in the SOW in section 2.3. The 54H60 Propeller Assembly is used on the USCG HC-130H aircraft. The contractor must possess all tools, parts, test equipment, facilities, technical data, and current AFTOs, including AFTO updates, necessary to overhaul the propeller assemblies and related components. The USCG does not control the AFTO process, nor can it provide AFTO, drawings, or technical data related to this requirement. Proposal shall include the cover sheet/title page for the latest revision of the overhaul directive in the Contractor's possession for each item listed. Contract award for this requirement will not be delayed pending Contractor registration or awaiting receipt of the overhaul directive. Contractors are required to have the capability to perform Cold Rolling of 54H60 propellers blades and Low Plasticity Burnishing (LPB) of the Taper Bore as specified in AFTO 3H1-18-3. Contractors, both prime and subcontractor must be either a Federal Aviation Administration (FAA) Certified/Authorized Repair Station, a European Aviation Safety Agency (EASA) Approved Maintenance Organization, or a Transport Canada Civil Aviation Directorate (TCCA) Approved Maintenance Organization authorized to overhaul the 54H60 Propeller Assembly and related components. Possession of at least one (1) of these Certifications is a minimum requirement. The contractor must have either in-house cold rolling of individual blades or the capability, to perform cold rolling of individual blades, authorized by the U.S. Air force, or shall utilize a facility that is authorized by the U.S. Air Force, and Low Plasticity Burnishing (LPB) of the Taper Bore, as specified in the AFTO or the ability to obtain it in such a manner to meet the Delivery Schedule established in the SOW section 6.0 Delivery Schedule. Authorized cold rolling facilities are listed in AFTO 3H1-18-3. The Propeller Assemblies and related components are considered to be FLIGHT CRITICAL; therefore an Airworthiness Certification is required for all overhauled equipment. The contractor may choose to use the Federal Aviation Administration (FAA) Form 8130 airworthiness Certificate however the USCG does not require use of this form. An alternate Airworthiness Certification developed by the contractor using language and formats either the same or similar as used for commercial customers under FAA regulations may be used in accordance with the SOW section titled, Minimum Qualifications. Overhaul pricing shall include all replacement parts. Replacement parts shall be new Original Equipment Manufacturer (OEM) approved parts with traceability to the OEM for the particular part. A list of one hundred (100) percent replacement parts is provided as Attachment 2. With the exception of parts listed on Attachment 1, parts of a component found to be in a serviceable condition as a result of inspection and functional testing shall be reused. Offerors are required to quote firm fixed prices for Teardown, Test and Evaluation for No Fault-Found and "Beyond Economical Repair" (BER). Assets will be shipped back to ALC for scrapping procedures. The Contractor shall notify the Contracting Officer immediately for disposition instructions for any item that appears to be BER. Items received that indicate obvious misuse, cannibalization, or severe damage due to mishandling or crash damage will be handled on a case by case basis after notification to the Contracting Officer of such condition. The Contractor shall be entitled to only the firm fixed price specified in the contract and any amounts proposed for "Over and Above" will be negotiated separately. Proposals shall include a delivery schedule. Required delivery time is no later than sixty (60) days after receipt of material. Contractor shall demonstrate the ability to complete five (5) overhauls in sixty (60) days. Early deliveries will be acceptable. The Government's preferred shipping terms is F.o.b. Destination; however, an F.o.b. Origin, Freight Prepaid proposal is acceptable. In order to be reimbursed for F.o.b. Origin, Freight Prepaid terms, a copy of the freight bill for freight costs over $100.00 must be included with the invoice. For F.o.b. Origin, Freight Prepaid terms, pricing shall include estimated shipping costs from the Contractor's facility for each item so that total price may be evaluated. For offerors within the continental United States (CONUS), the Government will assume shipping costs to the Contractor's overhaul facility. Foreign contractors shall provide a Point of Departure and Point of Entry within the United States for all material shipped for this requirement. For Offerors outside CONUS, the Government will assume shipping costs to the Point of Departure and from the Point of Entry only. Foreign Contractors are responsible for ensuring compliance with all applicable customs laws and regulations and associated charges. The USCG will not reimburse customs charges as a separate charge. Deliveries shall be made to the USCG, Aviation Logistics Center, 1664 Weeksville Rd., Receiving Section, Bldg. 63, Elizabeth City, North Carolina 27909-5001. Inspection and Acceptance shall be in accordance with FAR 52.212-4(a) and will be and will be performed at the U.S. Coast Guard, Aviation Logistics Center or USCG Field Units by the Quality Assurance Branch. A copy of both, the Certificate of Conformance (FAR 52-246-15) and the Airworthiness Certificate is required to be with all overhauled Propeller Assemblies and related components. The following Federal Acquisitions Regulations (FAR) provisions and clauses are incorporated by reference. The full text of a solicitation provision/clause may be accessed electronically at this address: https://www.acquisition.gov/far/index.html. FAR 52.212-1 INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS (Feb 2012) is incorporated and tailored in accordance with FAR 12.302(a) (c) Offerors shall agree to hold prices firm for ninety (90) calendar days from the closing date of this solicitation. Offerors must be registered in System for Award Management (SAM) system prior to contract award. The SAM website is available at https://www.sam.gov/portl/public/SAM/ 1) Proposals shall be separated into three (3) individual sections - SECTION 1: Technical Acceptability (to include BOTH A. Technical Ability AND B. Quality Control System); SECTION 2: Price; SECTION 3: Past Performance. 2) Offerors shall submit an Original and two (2) copies of their proposal. 3) Due to potential file size, E-mail and facsimile proposal will not be accepted. Proposals shall be submitted to: USCG Aviation Logistics Center, LRS Procurement Branch, 1060 consolidated Road, Elizabeth City, NC 27909, to the attention of Theresa L. Alkeus, Contract Specialist. Include solicitation number HSCG38-13-R-H00002 on package. FAR 52.209-7 Information Regarding Responsibility Matters (Jan 2011) (a) Definitions. As used in this provision- "Administrative proceeding" means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables. "Federal contracts and grants with total value greater than $10,000,000" means- (1) The total value of all current, active contracts and grants, including all priced options; and (2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules). "Principal" means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). (b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000. (c) If the offeror checked "has" in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information: (1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions: (i) In a criminal proceeding, a conviction. (ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more. (iii) In an administrative proceeding, a finding of fault and liability that results in- (A) The payment of a monetary fine or penalty of $5,000 or more; or (B) The payment of a reimbursement, restitution, or damages in excess of $100,000. (iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision. (2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence. (d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the Central Contractor Registration database at http://www.ccr.gov (see 52.204-7). (End of provision) FAR 52.211-14 Notice of Priority Rating for National Defense Use (Apr 2008) FAR 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998) Full text of provisions clauses may be accessed electronically at https://www.acquisition.gov/far FAR 52.212-2 Evaluation of Commercial Items (Jan 1999) Evaluation Criteria Award will be made IAW FAR 15.101-2 to the responsible offeror who submits the lowest price, technically acceptable offer with acceptable or neutral past performance. 1. Technically Acceptable Criteria: Technical acceptability will be evaluated on the ability of the offeror to: A. Proposals shall describe in sufficient detail the offerors ability to perform the overhaul and/or modification work in accordance with the requirements of the SOW with emphasis on addressing the: - Federal Aviation Administration Certified/Authorized Repair Station, or equivalent as listed in the Description of Requirements on page two of the solicitation. - Ability to overhaul and/or modify equipment in accordance with the required technical data including any updates to technical data that may be issued during contract performance. - Ability to meet cold rolling requirements and Low Plasticity Burnishing (LPB) of the Taper Bore as authorized by the U.S. Air Force. - Offerors approach in providing an Airworthiness Certification on all overhauled and/or modified equipment. - Process Flow Chart/Management Plan for 60 day turnaround time to include cold rolling, chrome or HVOF plating and LPB of Taper Bore, including any sub-contracting if utilized. - Staffing Structure for workload management to include certifications and qualifications. - Management of replacement parts inventory to preclude delinquent deliveries. B. Proposals shall describe in sufficient detail the offerors Quality Control System that will be used in performance of the contract with emphasis on: - Inspection procedures - Personnel involved in the inspection process including their qualifications and responsibilities and must have at least one (1) Quality Control and one (1) Engineering staff member with a minimum of ten (10) years experience interpreting 54H60 overhaul technical data and repair criteria from U.S. DoD Technical Instructions. - Traceability of replacement parts to the original equipment manufacturer - Warranty terms and eight hundred (800) flight hours - Address work that will be subcontracted including subcontractor qualifications and formal agreements between the offeror and subcontractors. 2. Price: The contractor shall provide pricing as requested in Attachment 1, to the Solicitation. Any quantity price discounts and discounts for prompt payment should be included in this section. Total price evaluation will be for the Base and all four Option periods. NOTE: Failure to propose pricing for the base year and all respective option years on individual line items may result in a proposal being excluded from further consideration. 3. Past Performance: In accordance with FAR 15.304(c)(3)(i), past performance will be evaluated and the elements listed below are considered subfactors of the complete past performance evaluation. The Government will conduct performance risk assessment based upon the quality of the offerors past performance and its proposed subcontractors, as it relates to the probability of successful accomplishments of the required effort. Relevancy will consider the offeror's experience in overhauling the Hamilton Sundstrand 54H60 model Propeller Assembly and related components. Relevance is determined by efforts that more closely match the size and complexity to the work being acquired under this solicitation. Quality of past performance will consider quality issues and their resolution, timeliness of delivery, and customer satisfaction. Attachment 1 to the Solicitation is an "OFFERORS PAST PERFORMANCE QUESTIONAIRE". Offerors must include a complete Questionnaire with their proposal for three (3) customer references. Contracts (references) listed may include those with the Federal Government, State and Local Governments or their agencies, and Commercial Customers. 0The Government reserves the right to use past performance information obtained from other sources such as the Contractor Performance Assessment Reporting System (CPARS) and Government personnel who are experienced with the offerors performance. If an offeror has no relevant past performance history, offeror must affirmatively state that it possesses no relevant past performance history. FAR 52.212-3 Offeror Representations and Certifications - Commercial Items (Dec 2012) Offerors shall include a completed copy of this provision with its offer. Full text of this provision is available at https://www.acquisition.gov/far/ ? FAR 52.212-3 Offeror Representations and Certifications - Commercial Items (Dec 2012) Offerors shall include a completed copy of this provision with its offer. Full text of this provision is available at https://www.acquisition.gov/far/ FAR 52.212-4 Contract Terms and Conditions Commercial Items (Feb 2012) Addendum to FAR 52.212-4 Contract Terms and Conditions Commercial Items (Feb 2012) FAR 52.211-14 Notice of Priority Rating for National Defense Use, Emergency Preparedness, and Energy Use Program (Apr 2008); DO-N5 Rated FAR 52.216-18 Ordering (Oct 1995) (a) Any supplies and services to be furnished under this contract shall be ordered by issuance of Task Orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from Date of Contract Award through Contract Expiration. (b) All Task Orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a Task Order or task order and this contract, the contract shall control. (c) If mailed, a Task Order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule. (End of clause) FAR 52.216-19 Order Limitations (Oct 1995) (a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than One (1), the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract. (b) Maximum order. The Contractor is not obligated to honor- (1) Any order for a single item in excess of the Propeller assembly total estimated contract line item quantity; (2) Any order for a combination of items in excess of total estimated contract line item quantity; or (3) A series of orders from the same ordering office within seven (7) calendar days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section. (c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section. (d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within five (5) calendar days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source. (End of clause) FAR 52.216-22 Indefinite Quantity (Oct 1995). (a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract. (b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum." (c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations. (d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after expiration of contract. (End of clause) FAR 52.217-8 Option to Extend Services (Nov 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days before expiration of the option period. (End of clause) FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000) (a) The Government may extend the term of this contract by written notice to the Contractor within thirty (30) calendar days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least forty five (45) calendar days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed Five (5) years. (End of clause) FAR 52.232-19 Availability of Funds for the Next Fiscal Year (Apr1 1984) Funds are not presently available for performance under this contract beyond 30 September 2013. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond 30 September 2013, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer. (End of clause) FAR 52.242-13 Bankruptcy (Jul 1995) FAR 52.246-4 Inspection of Services-Fixed Price (Aug 1996) FAR 52.246-15 Certificate of Conformance (Apr 1984), FAR 52.247-45 F.o.b. Origin and/or F.o.b. Destination Evaluation (Apr 1984) FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998) Full texts of clauses are available at https://www.acquisition.gov/far/ HSAR 3052.222-90 Local Hire (Jun 2006) (a) When performing a contract in whole or in part in a State with an unemployment rate in excess of the national average determined by the Secretary of Labor, the Contractor shall employ, for the purpose of performing the portion of the contract in that State, individuals who are local residents and who, in the case of any craft or trade, possess or would be able to acquire promptly, the necessary skills. (b) Local resident defined. As used in this section, "local resident" means a resident of, or an individual who commutes daily to, a State described in subsection (a). (c) The Secretary of Homeland Security may waive the requirements of paragraph (a) the interest of national security or economic efficiency. (End of clause) DHS FAR Class Deviation Clause 52.232-99 Providing Accelerated Payment to Small Business Subcontractors (DEVIATION)(Aug 2012) This clause implements the temporary policy provided by OMB Policy Memorandum M-12-16, Providing Prompt Payment to Small Business Subcontractors, dated July 11, 2012. (a) Upon receipt of accelerated payments from the Government, the contractor is required to make accelerated payments to small business subcontractors to the maximum extent practicable after receipt of a proper invoice and all proper documentation from the small business subcontractor. (b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns. (c) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act. Homeland Security Acquisition Regulation (HSAR) 48 CFR 3009.104-75 3052.209-70 Prohibition on Contracts With Corporate Expatriates (Jun 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 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 (ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a 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 terms 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 an acquisition described in section 835(b)(1) 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 actions shall be treated as pursuant to a plan. (3) Certain transfers disregarded. The transfer of properties or liabilities (including by contribution or distribution) shall be disregarded if such transfers are par...