HE1254-19-Q-2004.pdf

SEE ADDENDUM

(No Collect Calls)

HE125419Q2004 17-May-2019

b. TELEPHONE NUMBER

571-372-1472

8. OFFER DUE DATE/LOCAL TIME

10:00 AM 04 Jun 2019

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

HE12549. ISSUED BY

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

ERIC K. MENSAH

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

DOD EDUCATION ACTIVITY

ATTN: PROCUREMENT DIVISION

4800 MARK CENTER DRIVE

SUITE 05F09-02

ALEXANDRIA VA 22350-1400

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE HE6001 16. ADMINISTERED BY

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

X SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

DODEA JAPAN DSO

ATTN: LOGISTICS SUPERVISOR

YOKOTA KICHI, BLDG #4189

FUSSA-SHI

TOKYO 197-0001, 225-9646

TEL: 011-81-98-953-5792 FAX:

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$15,000,000

NAICS:

485410

X

OFFER DATED

29. AWARD OF CONTRACT: REF.

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF58

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

HE125419Q2004

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 UNDEFINED

Daily Commute Student Transportation

FFP

NET AMT

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001AA 10 Months Yokota Daily Commute

FFP

FOB: Destination V222

MAX

UNIT UNIT PRICE MAX AMOUNT

0001AB 10 Months Yokosuka Daily Commute

UNIT UNIT PRICE MAX AMOUNT

0002 UNDEFINED

Special Needs Transportation Services

UNIT UNIT PRICE MAX AMOUNT

0002AA 10 Months Yokota SPED Commute

FFP

UNIT UNIT PRICE MAX AMOUNT

0002AB 40 Days Yokota SPED Extended School Year (ESY)

FFP

UNIT UNIT PRICE MAX AMOUNT

0002AC 10 Months Yokosuka SPED Commute

UNIT UNIT PRICE MAX AMOUNT

0003 UNDEFINED

Yokota (Extra-Curricular)

UNIT UNIT PRICE MAX AMOUNT

0003AA 280 Run Co-Curricular (Far East)

FFP

UNIT UNIT PRICE MAX AMOUNT

0003AB 45 Run Curricular

FFP

UNIT UNIT PRICE MAX AMOUNT

0003AC 30 Run Long Haul

FFP

UNIT UNIT PRICE MAX AMOUNT

0003AD 1 Days Overnight Travel

FFP

UNIT UNIT PRICE MAX AMOUNT

0004 UNDEFINED

Contractor Manpower Reporting

FFP

CONTRACTOR MANPOWER REPORTING REQUIREMENTS

“The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Department of Defense Education Activity (DoDEA) via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web address: https://ecmra.mil/Login.aspx

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk at help desk at:

DoD.ECMRA.Support.Desk@mail.mil

1001 UNDEFINED

OPTION Daily Commute Student Transportation

UNIT UNIT PRICE MAX AMOUNT

1001AA 10 Months OPTION Yokota Daily Commute

FFP

1001AB 10 Months OPTION Yokosuka Daily Commute

UNIT UNIT PRICE MAX AMOUNT

1002 UNDEFINED

OPTION Special Needs Transportation Services

UNIT UNIT PRICE MAX AMOUNT

1002AA 10 Months OPTION Yokota SPED Commute

FFP

UNIT UNIT PRICE MAX AMOUNT

1002AB 40 Days OPTION Yokota SPED Extended School Year (ESY)

FFP

UNIT UNIT PRICE MAX AMOUNT

1002AC 10 Months OPTION Yokosuka SPED Commute

UNIT UNIT PRICE MAX AMOUNT

1003 UNDEFINED

OPTION Yokota (Extra-Curricular)

UNIT UNIT PRICE MAX AMOUNT

1003AA 280 Run OPTION Co-Curricular (Far East)

FFP

UNIT UNIT PRICE MAX AMOUNT

1003AB 45 Run OPTION Curricular

FFP

UNIT UNIT PRICE MAX AMOUNT

1003AC 30 Run OPTION Long Haul

FFP

UNIT UNIT PRICE MAX AMOUNT

1003AD 1 Days OPTION Overnight Travel

FFP

UNIT UNIT PRICE MAX AMOUNT

1004 UNDEFINED

OPTION Contractor Manpower Reporting

FFP

CONTRACTOR MANPOWER REPORTING REQUIREMENTS

“The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Department of Defense Education Activity (DoDEA) via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web address: https://ecmra.mil/Login.aspx

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may

2001 UNDEFINED

2001AA 10 Months OPTION Yokota Daily Commute

2001AB 10 Months OPTION Yokosuka Daily Commute

UNIT UNIT PRICE MAX AMOUNT

2002 UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

2002AA 10 Months OPTION Yokota SPED Commute

FFP

UNIT UNIT PRICE MAX AMOUNT

2002AB 40 Days OPTION Yokota SPED Extended School Year (ESY)

FFP

UNIT UNIT PRICE MAX AMOUNT

2002AC 10 Months OPTION Yokosuka SPED Commute

UNIT UNIT PRICE MAX AMOUNT

2003 UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

2003AA 280 Run OPTION Co-Curricular (Far East)

FFP

UNIT UNIT PRICE MAX AMOUNT

2003AB 45 Run OPTION Curricular

FFP

UNIT UNIT PRICE MAX AMOUNT

2003AC 30 Run OPTION Long Haul

FFP

UNIT UNIT PRICE MAX AMOUNT

2003AD 1 Days OPTION Overnight Travel

FFP

UNIT UNIT PRICE MAX AMOUNT

2004 UNDEFINED

OPTION Contractor Manpower Reporting

FFP

CONTRACTOR MANPOWER REPORTING REQUIREMENTS

“The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Department of Defense Education Activity (DoDEA) via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web address: https://ecmra.mil/Login.aspx

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may

UNIT UNIT PRICE MAX AMOUNT

3001 UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

3001AA 10 Months OPTION Yokota Daily Commute

3001AB 10 Months OPTION Yokosuka Daily Commute

UNIT UNIT PRICE MAX AMOUNT

3002 UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

3002AA 10 Months OPTION Yokota SPED Commute

FFP

UNIT UNIT PRICE MAX AMOUNT

3002AB 40 Days OPTION Yokota SPED Extended School Year (ESY)

FFP

UNIT UNIT PRICE MAX AMOUNT

3002AC 10 Months OPTION Yokosuka SPED Commute

UNIT UNIT PRICE MAX AMOUNT

3003 UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

3003AA 280 Run OPTION Co-Curricular (Far East)

FFP

UNIT UNIT PRICE MAX AMOUNT

3003AB 45 Run OPTION Curricular

FFP

UNIT UNIT PRICE MAX AMOUNT

3003AC 30 Run OPTION Long Haul

FFP

UNIT UNIT PRICE MAX AMOUNT

3003AD 1 Days OPTION Overnight Travel

FFP

UNIT UNIT PRICE MAX AMOUNT

3004 UNDEFINED

OPTION Contractor Manpower Reporting

FFP

CONTRACTOR MANPOWER REPORTING REQUIREMENTS

“The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Department of Defense Education Activity (DoDEA) via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web address: https://ecmra.mil/Login.aspx

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may

UNIT UNIT PRICE MAX AMOUNT

4001 UNDEFINED

4001AA 10 Months OPTION Yokota Daily Commute

4001AB 10 Months OPTION Yokosuka Daily Commute

UNIT UNIT PRICE MAX AMOUNT

4002 UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

4002AA 10 Months OPTION Yokota SPED Commute

FFP

UNIT UNIT PRICE MAX AMOUNT

4002AB 40 Days OPTION Yokota SPED Extended School Year (ESY)

FFP

UNIT UNIT PRICE MAX AMOUNT

4002AC 10 Months OPTION Yokosuka SPED Commute

UNIT UNIT PRICE MAX AMOUNT

4003 UNDEFINED

UNIT UNIT PRICE MAX AMOUNT

4003AA 280 Run OPTION Co-Curricular (Far East)

FFP

UNIT UNIT PRICE MAX AMOUNT

4003AB 45 Run OPTION Curricular

FFP

UNIT UNIT PRICE MAX AMOUNT

4003AC 30 Run OPTION Long Haul

FFP

UNIT UNIT PRICE MAX AMOUNT

4003AD 1 Days OPTION Overnight Travel

FFP

UNIT UNIT PRICE MAX AMOUNT

4004 UNDEFINED

OPTION Contractor Manpower Reporting

FFP

CONTRACTOR MANPOWER REPORTING REQUIREMENTS

“The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Department of Defense Education Activity (DoDEA) via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web address: https://ecmra.mil/Login.aspx

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may

CLAUSES INCORPORATED BY REFERENCE

52.203-3 Gratuities APR 1984 52.203-6 Alt I Restrictions On Subcontractor Sales To The Government

(Sep 2006) -- Alternate I

OCT 1995

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-7 System for Award Management OCT 2018 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

OCT 2018

52.204-13 System for Award Management Maintenance OCT 2018 52.204-16 Commercial and Government Entity Code Reporting JUL 2016 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.204-21 Basic Safeguarding of Covered Contractor Information

Systems

JUN 2016

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

JUL 2018

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

OCT 2018

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.212-3 Alt I Offeror Representations and Certifications--Commercial Items (OCT 2018) Alternate I

OCT 2014

52.212-4 Contract Terms and Conditions--Commercial Items OCT 2018 52.212-5 (Dev) Contract Terms and Conditions Required to Implement

Statutes or Executive Orders--Commercial Items (Deviation 2018-O0021)

JAN 2019

52.214-34 Submission Of Offers In The English Language APR 1991 52.216-27 Single or Multiple Awards OCT 1995 52.222-56 Certification Regarding Trafficking in Persons Compliance

Plan.

MAR 2015

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving

AUG 2011

52.224-3 Privacy Training JAN 2017 52.225-14 Inconsistency Between English Version And Translation Of

Contract

FEB 2000

52.229-6 Taxes--Foreign Fixed-Price Contracts FEB 2013 52.232-18 Availability Of Funds APR 1984 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

OCT 2018

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

DEC 2013

52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.242-15 Stop-Work Order AUG 1989 52.245-1 Government Property JAN 2017 52.245-2 Government Property Installation Operation Services APR 2012 52.245-9 Use And Charges APR 2012 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7005 Representation Relating to Compensation of Former DoD Officials

NOV 2011

252.204-7004 Antiterrorism Awareness Training for Contractors. FEB 2019 252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

OCT 2016

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

MAY 2016

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of Terrorism

OCT 2015

252.215-7008 Only One Offer OCT 2013 252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7031 Secondary Arab Boycott Of Israel JUN 2005 252.225-7041 Correspondence in English JUN 1997

252.225-7050 Disclosure of Ownership or Control by the Government of a Country that is a State Sponsor of Terrorism

DEC 2018

252.229-7000 Invoices Exclusive of Taxes or Duties JUN 1997 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7008 Assignment of Claims (Overseas) JUN 1997 252.232-7010 Levies on Contract Payments DEC 2006 252.233-7001 Choice of Law (Overseas) JUN 1997 252.237-7010 Prohibition on Interrogation of Detainees by Contractor

Personnel

JUN 2013

252.243-7002 Requests for Equitable Adjustment DEC 2012 252.244-7000 Subcontracts for Commercial Items JUN 2013 252.247-7022 Representation Of Extent Of Transportation Of Supplies By

Sea

AUG 1992

252.247-7023 Transportation of Supplies by Sea FEB 2019

ATTACHMENT TABLE

ATTACHMENTS

ATTACHMENT NO. TITLE

1 Performance Work Statement (PWS) 2 Pricing Sheet 3 Sample Bus Routes

4 QASP

5 Past Performance Questionnaire 6 Letter of Commitment 7 FAR 42.15 – CPARS Form

(End Attachments)

CLAUSES INCORPORATED BY FULL TEXT

52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

(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 System for Award Management, which can be accessed via https://www.sam.gov (see 52.204-7).

(End of provision)

CLAUSES INCORPORATED BY REFERENCE

52.212-1 (Dev) Instructions to Offerors - Commercial Items. (DEVIATION

2018-O0018)

OCT 2018

FAR 52.212-1 ADDENDUM – INSTRUCTIONS TO OFFERORS -- COMMERCIAL ITEMS (DEVIATION

2018-O0018) (OCT 2018)

Addendum to Paragraph (b). Paragraph (b) is changed to read as follows:

(b) Communication.

The Contracting Officer and Contract Specialist are the sole points of contact for this acquisition.

Communications with other officials may compromise the integrity of this acquisition and result in cancellation of the requirement.

Intent to Submit Offer.

For planning purposes only, please send an e-mail to Mr. Eric Mensah at Eric.Mensah@hq.dodea.edu and Ms.

Colleen C. Pritchard at Colleen.Pritchard@hq.dodea.edu to give notification if your company intends to submit a quote in response to this solicitation. The subject of the e-mail shall be “Intent to Submit a Quote for HE1254-19-Q- 2004.” Please provide the company’s name and point of contact to include name, title, address, e-mail, phone number, company’s DUNS, and NATO Cage Code. Failure to submit a notice of intent does not prohibit an Offeror from submitting a quote.

Submission of Questions.

Offerors shall submit questions concerning this solicitation, electronically, NO LATER THAN 4:00 p.m. (1600 hours) Eastern Daylight Time (EDT), 28 May 2019. Questions submitted after this date may not be considered for a response.

Submission of Offers.

Offerors must ensure that the signed and dated attached quote and all attachments are virus free, legible, and arrives in Mr. Mensah’s, and Ms. Pritchard's e-mail inboxes by the solicitation closing time. E-mails over 10 MB will be rejected by DoDEA’s network. If the electronic copy cannot be opened, the Contract Specialist or Contracting Officer will notify the Offeror and a replacement electronic copy shall be provided by the Offeror within one (1) working day after notification.

Document Title Page Limitations

Pages shall be numbered numerically

Administrative Cover Letter

Administrative Cover Letter

1 page

Signed SF 1449 SF 1449 1 page (includes only the first page of the SF 1449)

Signed SF 30 SF 30 1 page (for each SF 30, as applicable)

Volume I Factor 1-Technical Capability

20 pages New Time Roman, not less than 12-point font (excludes attachments, i.e., schematics, syllabi, lists, drafts report formats, and similar materials)

Volume II Factor 2- Past Performance

10 pages

Volume III Price Quote None

Volume IV Representations and Certifications

None

Documents shall be submitted in separate .pdf or Microsoft Office (e.g. Word, Excel, etc.) format by e-mail on or before the closing date and time stated in Block 8 of the solicitation to Mr. Eric Mensah, Contract Specialist, e-mail at Eric.Mensah@hq.dodea.edu, and Ms. Colleen C. Pritchard, Contacting Officer, e-mail at Colleen.Pritchard@hq.dodea.edu.

As a minimum, offerors shall submit a package consisting of an Administrative Cover Letter, Signed SF 1449, Signed SF 30 (as applicable) and four separate volumes as follows:

1. Administrative Cover Letter The Administrative Cover Letter shall state the following:

a. The solicitation number

b. Unique Entity Identifier (DUNS Number)

c. Complete Business Mailing Address.

d. N/CAGE Code

e. NAICS Code

f. Contact Name

g. Contact Phone and e-mail address

2. Signed SF 1449 Offerors shall complete blocks 12, 17a, and 30a-c of the SF 1449 Solicitation/Contract/Order for Commercial Items. Offerors shall insert their company’s CAGE code in the box titled “CODE” in block 17.

By submission of its offer, the Offeror accedes to all solicitation requirements, including terms and conditions, representations and certifications, and technical requirements, in addition to those identified as evaluation factors or sub-factors. Offeror’s terms and conditions will not be accepted. The SF 1449 shall be signed and dated by an Official authorized to bind the Organization, and be included in the quotation submission.

3. Signed SF 30 Offerors shall complete blocks 8 and 15a-c of each SF 30 Amendment of Solicitation/Modification of Contract, issued for this solicitation. Each SF 30 shall be signed and dated by an Official authorized to bind the Organization, and be included in the quotation submission.

4. Volume I – Factor 1: Technical Capability

The Offeror’s quote must clearly demonstrate the Offeror’s capability to meet each objective as described in the Performance Work Statement (PWS).

Do not simply repeat back verbatim or paraphrase requirements along the lines of “we will do this or that.”

Instead, present your plans that describe or outline how you propose to meet the requirements, and do so in sufficient detail to explain clearly the procedures and processes you will put in place and use. In other words, treat each requirement as a question to be answered with “here’s my approach to do the job.” The Government will evaluate an Offeror’s quote solely on the information provided.

The Offeror shall organize the response as follows:

The Offeror’s quote shall clearly demonstrate its capability to meet the PWS requirements for each subfactor below:

a. Subfactor 1: Objective 1, PWS paragraph 2.1.

b. Subfactor 2: Objective 2, PWS paragraph 2.2.

c. Subfactor 3: Objective 3, PWS paragraph 2.3.

d. Subfactor 4: Objective 4, PWS paragraph 2.4.

5. Volume II – Factor 2: Past Performance.

The past performance evaluation will be an assessment of the Offeror’s probability of meeting the solicitation requirements based on the Offeror’s demonstrated recent and relevant record of how well the Offeror performed on previous contracts. Offerors shall submit past performance information on at least two (2), but not more than five (5), recent and relevant contracts for the prime and subcontractors (performing as the Prime on that effort). To be recent, the effort must be on-going or must have been completed within the last three (3) years by the closing date/time of this solicitation. To be relevant, the Offeror must demonstrate that performance involved similar scope, magnitude of effort, and complexities this solicitation requires.

Past Performance information submitted that is not recent and/or not relevant will not be evaluated.

i. Subcontractor/Teaming Information. If an Offeror proposes a teaming arrangement for services, the Offeror (proposed prime Offeror) shall provide past performance information on any subcontractor or teaming arrangement offered.

At a minimum, when a prime Offeror teams with a subcontractor, past performance information relevant to that subcontractor shall be provided on at least one (1) effort. The information required shall be the same as above. Offerors shall include in their quote the written consent of their proposed subcontractor(s) to allow the Government to discuss the subcontractor’s past performance assessment with the Offeror.

ii. Questionnaires. Offerors must send Past Performance Questionnaires, Attachment 5, to their Customers’ points of contact (POCs) and instruct the POCs to complete the questionnaire in English. Offerors shall make their best effort to send out a sufficient number of past performance questionnaires to reasonably expect submission to the contracting officer at least one questionnaire on each cited contract/work effort. The questionnaire recipient should e-mail completed questionnaires directly to the contract specialist listed on the questionnaire. Past Performance Questionnaires are requested to be received in the issuing office by the closing date/time of the solicitation.

It is highly recommended that the questionnaires are sent to the Offeror's POCs at the earliest opportunity so there is sufficient time to complete the questionnaires and send to the Contract Specialist by the due date. The Government reserves the right to not consider past performance questionnaires received after the due date.

iii. The Government reserves the right to obtain information relative to present and past performance on its own, in addition to information provided by the Offeror and from contract and subcontract POCs. If you are aware that one or more of your contracts in the Past Performance Information Retrieval System (PPIRS) specifically relates to the requirements in this acquisition, please provide this contract/work effort as one of the past performance submissions with your quote.

6. Volume III: Price Quote.

i. Offerors fully burden price quotes shall be complete, and represent an accurate reflection of the requirement as stated in the PWS.

ii. Offerors shall complete, in its entirety, all unit and extended prices using the Government provided Microsoft Excel Pricing Sheet labeled “Attachment 2” and submit it in both the Excel and pdf format. The Pricing Sheet will establish the maximum unit prices the Offeror may charge for services under the contract.

iii. The Government will not be obligated to pay the Offeror any amount in excess of the prices proposed. Offerors are advised that in the event unit prices multiplied by quantity have been incorrectly calculated, the unit price will govern. The total evaluated price will be considered in making the final best value determination.

iv. To account for the option period(s) possible under FAR 52.217-8 (maximum six months) Option to Extend Services, the Government has provided a table within Attachment 2, labeled “FAR 52.217-8 Option to Extend Services.” The contractor will provide a Unit Price for each CLIN Description. If the Government has to exercise the option under FAR 52.217-8, then the Government will use the rate given for the last year performance was completed.

v. The price quote is presumed to represent the Offeror’s best effort to respond to the solicitation.

Any inconsistency, whether real or apparent, between promised performance and price should be explained in the quote. Any significant inconsistency, if not explained, raises a fundamental issue of the understanding of the nature and scope of the work required.

7. Volume IV: Representations and Certifications

i. Representations and Certifications. Offerors shall complete the representations and certifications in the System for Award Management (SAM) on the website www.sam.gov; or submit the representations and certifications contained in FAR 52.212-3 with their quote. Offerors are reminded that their registration in SAM must be accurate and active by the award date.

ii. Subcontractor/Teaming Agreement. Offeror shall submit a copy of any subcontracting/teaming agreements.

iii. Offerors shall also complete and submit the following necessary fill-in clauses, provision, and certifications contained in the solicitation:

A. 52.209-7 – Information Regarding Responsibility Matters.

B. 52.212-3 Alt 1– Offeror Representations and Certifications. Complete and/or submit as stated above.

C. 52.222-56 Certification Regarding Trafficking in Persons Compliance Plan: Submit Certification in accordance with the instructions written within the Clause.

D. Letter of Commitment, Attachment 6

E. FAR 42.15 – CPARS Form, Attachment 7

iv. Offeror Responsibility Determination. (SUBMIT WITH QUOTE)

In accordance with FAR 9.104. (a) Purchases shall be made from, and contracts shall be awarded to, responsible prospective contractors only; (b) No purchase or award shall be made unless the contracting officer makes an affirmative determination of responsibility. In the absence of information clearly indicating that the prospective contractor is responsible, the contracting officer shall make a determination of non-responsibility.

Per FAR 9.104, to be determined responsible, a prospective Offeror must comply with the following general and special standards:

A. General Standards.

1) Have adequate financial resources to perform the contract, or the ability to obtain them.

(submit Dunn and Bradstreet (D&B) Risk Assessment, letter from Offeror’s bank, stating declaration of solvency, line of credit, current available credit, and credit score if applicable etc.);

2) Be able to comply with the required or proposed delivery or performance schedule, taking into consideration all existing commercial and governmental business commitments;

3) Have a satisfactory performance record. A prospective Offeror shall not be determined responsible or non-responsible solely on the basis of a lack of relevant performance history;

4) Have a satisfactory record of integrity and business ethics (must not be debarred or suspended from doing business with the United States or Host Nation);

5) Have the necessary organization, experience, accounting and operational controls, and technical skills, or the ability to obtain them (including, as appropriate, such elements as production control procedures, property control systems, quality assurance measures, and safety programs applicable to materials to be produced or services to be performed by the prospective Offeror and subcontractors (to rent, purchase, or otherwise acquire the needed facilities, equipment, other resources, or personnel);

6) Have the necessary production, construction, and technical equipment and facilities, or the ability to obtain them (to rent, purchase, or otherwise acquire the needed facilities, equipment, other resources, or personnel);

7) Be otherwise qualified and eligible to receive an award under applicable laws and regulations; and

B. Special Standards. Be an operational business with the capability to provide bus driver services on a regular basis on established routes.

Addendum to Paragraph (c). Paragraph (c) is changed to read as follows:

(c) Period for acceptance of offers. The Offeror agrees to hold the prices in its offer firm for 120 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

Addendum to Paragraphs (d) & (e). Paragraphs (d) & (e) are deleted in its entirety.

Addendum to Paragraph (g) Contract award. Paragraph (g) is changed to read as follows:

The Government intends to award without discussions. Therefore, the Offeror’s initial quote should contain the Offeror’s best approach/terms for technical, past performance, and price. However, despite this intent, the Government reserves the right to conduct discussions if the Government determines they are necessary. In the event issues pertaining to this award cannot be resolved to the Government's satisfaction, the Government reserves the right to withdraw and cancel the solicitation. In such event, Offerors will be notified in writing.

Addendum to Paragraph (h). Paragraph (h) is changed to read as follows:

Multiple awards. DoDEA intends to award a single contract from this solicitation. Offers may not be submitted for quantities less than those specified.

Addendum to Paragraph (i). Paragraph (i) is deleted in its entirety.

(End of Addendum to FAR 52.212-1) I would get rid of this sentence. The previous sentence says the same thing and we’ve decided to get rid of any geographical references. The government can still reasonably determine that a reference for car transportation services in South America is not relevant.

52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

(a) See 52.212-2 Addendum

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

Addendum to Paragraph (a). Paragraph (a) is changed to read as follows:

(a) The Government anticipates awarding a single Firm-Fixed-Price (FFP), Indefinite-Delivery/Indefinite-Quantity (IDIQ) contract from this solicitation to the responsible Offeror whose offer conforming to the solicitation requirements represents the lowest price technically acceptable offer, meeting the minimum requirements of the non-price factors, Technical Capability and Past Performance, listed below. This solicitation is being competed under FAR Parts 12 and 13.

1) Proposals will be evaluated for acceptability, but not ranked using the non-price factors and subfactors stated below.

2) In order to be considered awardable, an Offeror must receive an “acceptable” rating for Factor 1, Technical Capability, including all Technical Capability subfactors, and an “acceptable” or “neutral” rating for Factor 2, Past Performance.

ii. Factor 1: Technical Capability. The Government will evaluate the Offeror’s proposal to determine if the

Offeror clearly demonstrates its capability to meet the PWS requirements for each subfactor below.

a. Subfactor 1: Objective 1, PWS paragraph 2.1.

b. Subfactor 2: Objective 2, PWS paragraph 2.2.

c. Subfactor 3: Objective 3, PWS paragraph 2.3.

d. Subfactor 4: Objective 4, PWS paragraph 2.4.

Technical Capability will be rated in accordance with the following Rating Method:

Technical Acceptable/Unacceptable Rating Method

Adjectival Rating Description

Acceptable Proposal meets the requirements of the solicitation.

Unacceptable Proposal does not meet the requirements of the solicitation.

iii. Factor 2: Past Performance. Will be evaluated to assess the Offeror’s ability to successfully meet the solicitation requirements based on the Offeror’s demonstrated recent and relevant record of how well the Offeror performed on previous contracts.

For the evaluation, the Government will assess Performance Recency and Relevancy as stated below.

A. Recency. An assessment of the past performance information will be made to determine if it is recent.

Past Performance Recency Ratings

Recent The effort must be ongoing or must have been completed within the last three (3) years by the closing date and time of this solicitation.

Not Recent The effort has been completed for more than three (3) years by the closing date and time of this solicitation.

B. Relevancy Assessment. The Government will determine how relevant the effort accomplished by the Offeror is to the effort to be acquired through the solicitation. The Government is not bound by the Offeror’s assessment of relevancy. To be relevant, the Offeror must demonstrate that performance involved similar scope, magnitude of effort, and complexities this solicitation requires.

C. Relevancy will be rated in accordance with the following Rating method:

Past Performance Relevancy Ratings

Adjectival Rating Description

Relevant Past performance effort involved similar scope and magnitude of effort and complexities this solicitation requires.

Not Relevant Past performance effort involved little or none of the scope and magnitude of effort and complexities this solicitation requires.

D. Past Performance Overall Rating. The past performance evaluation is an assessment of the Offeror’s probability of meeting the minimum past performance solicitation requirements. The Government will review the information collected, to include, but not limited to, the Past Performance Questionnaire, Attachment 5, to determine the quality of the Offeror’s overall record of recent and relevant past performance.

Past Performance Acceptable/Unacceptable Rating method:

Past Performance Rating Method

Acceptable Based on the offeror’s performance record, the Government has a reasonable expectation that the offeror will successfully perform the required effort, or the offeror’s performance record is unknown.

Unacceptable Based on the offeror’s performance record, the Government does not have a reasonable expectation that the offeror will be able to successfully perform the required effort.

Neutral

An offeror without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the offeror may not be evaluated favorably or unfavorably on past performance. In the context of acceptability/unacceptability, a neutral rating shall be considered “acceptable.”

E. In addition to past performance information submitted by the Offeror and Questionnaires completed for the Offeror, past performance information may be obtained from Past Performance Information Retrieval System (PPIRS), Federal Awardee Performance and Integrity Information System (FAPIIS), Electronic Subcontract Reporting System (eSRS), or other databases; the Defense Contract Management Agency; and interviews with Program Managers, Contracting Officers, or other sources known to the government.

F. In evaluating past performance, the Government reserves the right to give greater consideration to information on those individual contracts deemed most relevant to the effort described in this RFP. The Government also reserves the right to give greater consideration to an individual Offeror’s past performance information rather than the combined past performance information of an Offeror and its associates using teaming arrangements.

G. If the Government chooses to conduct negotiations, Offerors will be provided an opportunity to address any adverse past performance information not previously addressed. Adverse past performance is defined as past performance information which supports a less than satisfactory rating on any evaluation aspect or any unfavorable comments received from sources without a formal rating system.

H. The Government may reject a proposal if it is found that the Offeror deleted, misrepresented, or withheld any information that might have a negative impact on its past performance record.

iv. Factor 3: Price. Will not be assigned a rating. However, the proposal (Attachment 2 - Pricing Sheet) will be evaluated for price reasonableness in accordance with FAR 13.106-3.

(b) Addendum to Paragraph (b). Paragraph (b) is changed to read as follows:

Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. To account for the option period(s) possible under Clause 52.217-8 (maximum six months), Option to Extend Services, the Government will take the price for all CLINs of the final option period, prorate it/them to a six-month value, and add it to the sum of all CLINs (base plus all option periods). The sum of the prices for the base period, option periods (if any) and the 52.217-8 extension will be the total evaluated price.

The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced.

Evaluation of options shall not obligate the Government to exercise the option(s).

(End of Addendum to FAR 52.212-2)

52.212-4 ADDENDUM – CONTRACTS TERMS AND CONDITIONS - - COMMERCIAL ITEMS (OCT 2018)

Text in paragraph (c) is deleted and replaced with the following:

Changes in terms and conditions of this contract may be made only by written agreement of the parties with the exception of certain changes such as administrative changes including changes in paying office, appropriation data, etc. authorized by the Federal Acquisition Regulation and its supplements that may be made unilaterally by the Contracting Officer (for a complete list of changes that may be made unilaterally, see FAR 43.103(b)).

CONSENT TO DE-OBLIGATION OF EXCESS FUNDS AFTER FINAL PAYMENT

(a) This paragraph is an addendum to FAR 52.212-4.

(b) The Contractor agrees that, after final payment has been made, the Government may unilaterally, and without obtaining further approval from the Contractor, adjust the final quantities of goods and/or services delivered and accepted under this contract and adjust the final price of this contract to conform to the total amount paid as of the date final payment was made.

(c) In accordance with FAR 4.804-3, the paying office shall close the contract file upon issuance of the final payment voucher. No contract modification will be issued to de-obligate the excess funds.

(d) If this contract is a type of indefinite-delivery contract (e.g., indefinite-delivery indefinite-quantity, requirements), this paragraph shall apply to each order issued under the contract on a case-by-case basis.

(e) This paragraph shall be deemed to be written agreement of the parties as contemplated by the changes paragraph of the Contract Terms And Conditions – Commercial Items clause of this contract (FAR 52.212-4(c)).

DAMAGES TO BUSES

(a) This paragraph is an addendum to FAR 52.212-4.

(b) The contractor is responsible for the cost of repairs for any and all damages caused by DoDEA students. The Government is not liable for any damages caused by DoDEA students. The Government will not reimburse the contractor for costs resulting from any such actions.

(End of Addenda to FAR 52.212-4)

52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm-Fixed-Price (FFP), Single Award Indefinite Delivery Indefinite Quantity (IDIQ) contract resulting from this solicitation.

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 ¥278,985, 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 150% (insert dollar figure or quantity);

(2) Any order for a combination of items in excess of 150% (insert dollar figure or quantity); or

(3) A series of orders from the same ordering office within 10 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 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)

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 one year from the expiration of the contract.

52.216-22 MIN AND MAX

MINIMUM AND MAXIMUM QUANTITIES

(a) As referred to in paragraph (b) of FAR Clause 52.216-22, "Indefinite Quantity" of this contract, the contract minimum guaranteed to the offeror is a total of ¥278,985. The maximum quantity is the total quantity for all items combined as set forth in the schedule.

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 30 calendar days.

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 15 calendar days of the end of the period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 calendar days 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 60 months.

Note: If the FAR 52.217-8 extension is exercised, the total duration of this contract shall not exceed 66 months.

52.222-50 COMBATING TRAFFICKING IN PERSONS (JAN 2019) ALTERNATE I (MAR 2015)

(a) Definitions. As used in this clause—

“Agent” means any individual, including a director, an officer, an employee, or an independent contractor, authorized to act on behalf of the organization.

“Coercion” means—

(1) Threats of serious harm to or physical restraint against any person;

(2) Any scheme, plan, or pattern intended to cause a person to believe that failure to…