This is a combine synopsis/solicitation for commercial item prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. The Government intends to award a Firm-Fixed Price contract under Simplified Acquisition Procedures (SAP) using FAR Part 13. The solicitation number is NFU080285 and is issued as a request for quote (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular FAC 2005-25.



This solicitation is being issued as 100% small business set aside. Only qualified offerors will be considered for this acquisition. The associated North American Industry Classification System (NAICS) code is code is 336399 and the size standard is 750 employees.



The vehicles to be converted are two (2) 2007 Chevrolet Suburban, ½ ton 1500 and one (1) 2007 Ford Expedition.



Vehicle

2007 Chevrolet Suburban 2 each - Unit Price______ Extended Price _____________

2007 Ford Expedition 1 each - Unit Price______ Extended Price _____________





Total price for 3 vehicles ______________



Description of Work for conversions of ICE owned vehicles to Emergency Response Vehicles (ERVs).



A. ENGINE AND ELECTRICAL



1. ALTERNATOR: High power alternator installed as a direct bolt-on with the OEM alternator returned to the customer.



2. BATTERY SYSTEM: Two-battery system, replace OEM battery and add a second heavy duty emergency vehicle Optima gel battery mounted under the hood in factory mounts or on the body wired through a solenoid operating with the ignition switch. The main power line protected with a heavy-duty 100-amp breaker.



3. THROTTLE CONTROL: Automatic electronic throttle control mounted on the dash or console operating in park and neutral. This unit will raise the idle automatically to maintain battery charge when the vehicle is left at idle at the scene.



4. IGNITION OVER-RIDE: Ignition over-ride system operating from a switch on the dash or console which allows the keys to be removed and the vehicle left running while locked and in park.



5. POWER POINTS: One 12-volt power point, cigarette lighter style outlet mounted in each rear corner of the interior for command lights, portable lighting and other charging equipment.



6. 120-VOLT AC POWER



a. SHORE LINE: 20-amp auto-eject receptacle mounted on the left rear side of the vehicle wired to eject when the key is in the “start” position. Include a junction box with circuit breaker protection and one multi-outlet strip for equipment.



Shoreline warning light, interior: Mounted on the console or dash activated when power is applied to the shoreline.



Interior outlets: Duplex outlets located in the rear compartment near equipment.



b. INVERTER: Pure Sine Wave 2500-watt Sine Wave inverter installed in the rear of the vehicle, wired to one outlet strip and an on/off switch on the console or rear radio area. These chargers to include battery charger and 2- way transfer switch.



B. EXTERIOR



1. WINDOW TINT: Add 20% scratch resistant limo dark tint to all windows and strip across windshield.



C. INTERIOR AND CABINETRY



1. CONSOLE: Front control console manufactured with MDO grade plywood covered with a color coordinating counter grade laminate. Include a cooling fan, vents, two 12-volt power outlets and a Hella map light. The remaining area will remain available for the optional installation of radio control heads and other equipment in the communications section. Flat section to include two drop in cup holders, pocket with locking door and pocket for two chargers. This system to include plug-in harnesses system with function coded GXL wiring.



Switching: Controlled by custom switch panel. Carling magnetic circuit breaker switches for all standard functions. Two-stage LED illumination mounted behind custom replaceable film legends to identify the circuits.



Harness System: Custom harness system throughout the vehicle including OEM factory style plugs and connectors. All wiring GXL wire function-coded every 4" and the harness system protected with high temperature convoluted loom. No splices or connectors within any harness and anywhere it passes through a wall, a snap ring grommet to be included. OEM factory plug in connectors used where possible, eliminating cutting and splicing into factory wiring.



2. CONSOLE COVER: Custom fit black cover for console.



3. COMPUTER MOUNT: Heavy-duty swivel mount with lap top tray and hold- downs secured to the passenger side of the console. This mount will secure a standard lap top computer and be capable of being positioned over the radio area to comply with air bag zones or towards the passenger seat when the seat is not in use. (Not a computer docking station.)



4. OVERHEAD SPEAKER CONSOLE: Fabricate and upholster a custom overhead console mounted on the ceiling between the driver and passenger seats. Include three Motorola radio speakers behind a custom panel covered with black speaker cloth. For vehicle with an existing overhead console the compartments shall be removed and three speakers behind speaker cloth will be installed. No overhead lighting will be removed (console not for vehicles with a front bench seat).



5. INTERIOR LIGHTING: Two halogen lights mounted under the lift-up hatch to illuminate the rear cabinetry without interference by anyone standing at the rear. A momentary cancel switch included that will reset when the doors or hatch is reopened. An additional surface mounted light located on the ceiling to illuminate the interior cabinetry areas and wired to the factory courtesy circuit and all doors.



D. INTERIOR CABINETRY



1. CABINETRY: Cabinet systems and command units fabricated from special MDO plywood and covered with high-pressure counter grade laminate or marine grade carpet materials. For added durability, edges trimmed with PVC bumper strip installed into a machine slotted edge, drawer faces and doors built with unbreakable black HDP composite using high quality hardware. System should be transferable from vehicle to vehicle. (Depth requirement of cabinet - 48”)



DIVIDERS: Removable and mounted in an aluminum channel for flexibility, drawers and doors to include adjustable compression style latches, swing open and sliding doors and all drawers to utilize full extension drawer slides.



LAYOUT: The interior layout and configuration will be similar to the current ICE TACH MED cabinet layout and configuration (see attached photos).



E. EMERGENCY LIGHTING AND EQUIPMENT



1. FRONT COVERT LINEAR LED LIGHT BAR: Whelan Inner Edge 10 Linear LED light bar, covertly mounted behind the windshield above the rear view mirror with 4 street-side, 4 curb-side and 2 center angled linear LED lights and takedowns wired to the front control console (RED/BLUE).



2. TRAFFIC ARROW CONTROLLER: Whelan Traffic Advisor low profile #300 Super LED with Red/Blue/White - TIR3 LED, Control head, Right, Left, Split and Flash patterns.



F. FRONT LIGHTING



1. HEADLIGHT FLASHERS: Alternating headlights wired to a switch on the console. Selected vehicles require a halogen insert into the existing headlight housings so not to interfere with the factory DRL and computer activated illumination circuits.



2. GRILL LIGHTS: Single LED behind the grille, two LED lights total (red & blue).

3. CORNER STROBES: Strobes mounted in the front parking lights and rear taillights, wired to the power supply (four strobes total).



G. SIDE AND REAR LIGHTING



1. REAR LIGHTS: Single LED between hatch and bumper, #300 red & blue LED lights mounted on the front and rear ends of the side running boards, wired to a flasher and the switch on the front console, two lights total (red & blue).



2. BEHIND GLASS LIGHTING, rear side windows: Whelan Dominator 4 LED red & blue light unit model behind each side rear window (total of 8 LED’s in 2 Units).



H. SIREN AND WARNING SYSTEMS



1. SIREN: Whelan HF-295-9, 200-watt dual amp siren with hands-free operation, mounted in the front control console and wired to the siren speakers in the front of the vehicle.



2. SIREN SPEAKERS: Two 100-watt siren speakers mounted in the front of the vehicle and wired to the siren in the console.



I. ACCESSORIES



1. FIRE EXTINGUISHERS: Fire extinguisher mounted, located in the rear of the vehicle in a location to be determined when a production plan is approved. - 5 lb. ABC



J. COMMUNICATION EQUIPMENT



1. RADIOS: (Customer supplied)



#1 Remote head high power radio with the control head installed in the front console and the radio chassis mounted in the rear of the vehicle.



#2 Remote head high power radio with the control head installed in the front console and the radio chassis mounted in the rear of the vehicle.

(The radios will be Motorola Astro series.)



2. ANTENNAS: Base and lead only



Three antenna bases installed on the roof with the leads terminating in the front control console.



3. PORTABLE CHARGER: (Customer supplied)



Install two remote chargers in a console pocket, wired to constant power.

(The chargers are Motorola XTS 5000 car chargers)



K. TIME REQUIREMENTS



One vehicle will be delivered to the vendor within 120 days of award. Completion of vehicle will be 30 calendar days from delivery. The other two vehicles will be schedule for conversion to be completed before September 30, 2009.



L. ADDITIONAL INFORMATION ON VEHICLES



The seats are not leather, bucket type front seats, no sun roofs, 3rd row seating, manual automatic overdrive transmission, and they are gas operated. The Suburbans will be either a 4.8 or 5.3 liter V-8 engines and the expedition is a 4.6 liter V-8 engine.



Upon conversation completion, the vehicles must function as a self-sufficient, stand-alone ERV unit capable of operating under severe disaster conditions where electrical power is disrupted and medical transports must be accomplished under harsh environmental conditions.





THE CONTRACTOR’S FACILITY MUST BE WITHIN 250 MILES FROM ALTOONA PA, 16601. GOVERNMENT WILL DELIVER AND PICK UP VEHICLES AT THE CONTRACTOR’S PLACE OF BUSINESS.



CONTRACTOR MUST BE ABLE TO COVER ALL WARRANTIES THROUGH OUT THE UNITED STATES WITHIN 48 HOURS OF NOTIFICATION



Submittal evaluation will occur in accordance with FAR 13.106-2



The Government will make award based on lowest price technically acceptable.



(Technical)

A technical approach that clearly defines how the offeror will accomplish or meet all

aspects of the solicitation.



THIS IS MORE THAN JUST A POSITIVE BLANKET STATEMENT OF “WE WILL MEET ALL SPECIFICATIONS.”



All questions must submitted in writing and must be email to mario.curiel@dhs.gov or faxed to 214-905-5568 by Friday, September 12, 2008, 4:00 p.m. EST.



All quotes must be received by this office (mario.curiel@dhs.gov or faxed to 214-905-5568) by Friday, September 19, 2008, 4:00 p.m. EST



POC: Mario Curiel, Contract Specialist, Phone 214-905-5451, FAX 214-905-5568 Email mario.curiel@dhs.gov



CONTRACT CLAUSES



CLAUSES INCORPORATED BY REFERENCE

52.212-4 Contract Terms and Conditions—Commercial Items (Jun 2008).



CLAUSES INCORPORATED BY FULL TEXT

52.252-2 Clauses Incorporated by Reference (Feb 1998).

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://acquisition.gov/far/index.html



52.211-6 Brand Name or Equal. Brand Name or Equal (Aug 1999)

(a) If an item in this solicitation is identified as “brand name or equal,” the purchase description reflects the characteristics and level of quality that will satisfy the Government’s needs. The salient physical, functional, or performance characteristics that “equal” products must meet are specified in the solicitation.

(b) To be considered for award, offers of “equal” products, including “equal” products of the brand name manufacturer, must—

(1) Meet the salient physical, functional, or performance characteristic specified in this solicitation;

(2) Clearly identify the item by—

(i) Brand name, if any; and

(ii) Make or model number;

(3) Include descriptive literature such as illustrations, drawings, or a clear reference to previously furnished descriptive data or information available to the Contracting Officer; and

(4) Clearly describe any modifications the offeror plans to make in a product to make it conform to the solicitation requirements. Mark any descriptive material to clearly show the modifications.

(c) The Contracting Officer will evaluate “equal” products on the basis of information furnished by the offeror or identified in the offer and reasonably available to the Contracting Officer. The Contracting Officer is not responsible for locating or obtaining any information not identified in the offer.

(d) Unless the offeror clearly indicates in its offer that the product being offered is an “equal” product, the offeror shall provide the brand name product referenced in the solicitation.

(End of provision)



52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (Jun 2008)



(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78)

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has

indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I

(Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

__ (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C. 657a).

Page 16 of 28

__ (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY 2005)

(if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (4) [Reserved]

X__ (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-6.

__ (iii) Alternate II (Mar 2004) of 52.219-6.

__ (6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

__ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

__ (8)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Oct 2001) of 52.219-9.

__ (iii) Alternate II (Oct 2001) of 52.219-9.

__ (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

__ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

__ (11)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns

(SEPT 2005) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (12) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and

Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (13) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting

(Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004)

(15 U.S.C. 657 f).

X__ (15) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C.

632(a)(2)).

X__ (16) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

X__ (17) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

X__ (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X__ (19) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

X__ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other

Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

X__ (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

__ (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and

Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

__ (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004)

(E.O. 13201).

X__ (24)(i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).

__ (ii) Alternate I (Aug 2007) of 52.222-50.

__ (25)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items

(May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)).

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

__ (26) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (27)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products

(DEC 2007) (E.O. 13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

__ (28) 52.225-1, Buy American Act—Supplies (June 2003) (41 U.S.C. 10a-10d).

X__ (29)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Aug 2007)

(41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-

169).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (30) 52.225-5, Trade Agreements (NOV 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X__ (31) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and

statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (32) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

Page 17 of 28

__ (33) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.

5150).

__ (34) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f),

10 U.S.C. 2307(f)).

__ (35) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f),

10 U.S.C. 2307(f)).

X__ (36) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003)

(31 U.S.C. 3332).

__ (37) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration

(May 1999) (31 U.S.C. 3332).

__ (38) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

__ (39) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

X__ (40)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)

(46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

__ (2) 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.).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and

Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Feb 2002)

(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance,

Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain

Services—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

__ (7) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this

paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settelement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the

Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all

subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include

52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

Page 18 of 28

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other

Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004)

(E.O. 13201).

(vi) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(vii) 52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required

in accordance with paragraph (f) of FAR clause 52.222-50.

(viii) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance,

Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-

Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(x) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.

Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)



Department of Homeland Security Acquisition Regulation (HSAR)



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 Afiliated 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 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 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 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 rights 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 transactions 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 3009.104-74, which has not been denied; or

__ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 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.



(End of provision)









Per RFQ, award was based on technical acceptable and lowest price.



Please note per FAR 13.106-3 (d) debriefing is not required.