HE1254-19-R-0005_CC_Amd_0001_3-4-19.docx.pdf

HE125419R0005

SEE ADDENDUM

(No Collect Calls)

HE125419R0005 13-Feb-2019

b. TELEPHONE NUMBER

571-372-1338

8. OFFER DUE DATE/LOCAL TIME

05:00 PM 14 Mar 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

JAMIE FORMOSA

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

HE1254980450-0001

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 HE1254 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

SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE DELIVERY ORDER

VA

TEL: PROVIDED ON DELIVERY ORDER FAX:

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

1,000

NAICS:

511130

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 OF89

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.

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1005AA Each OPTION Shipping

FFP

CONUS

FOB: Destination

NET AMT

0005AA Each Shipping

FFP

CONUS

0005AB Each Shipping

FFP

OCONUS

1005AB Each OPTION Shipping

FFP

OCONUS

6th Grade Student Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

PURCHASE REQUEST NUMBER: HE1254980450-0001

0001AA 10,796 Each Print and Digital Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

0001AB 2,247 Each Classroom Set Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

0001AC 100 Each Teacher Set Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

7th Grade Student Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1

PURCHASE REQUEST NUMBER: HE1254980450-0001

0002AA 9,692 Each Print and Digital Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

0002AB 2,022 Each Classroom Set Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

0002AC 94 Each Teacher Set Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

8th Grade Student Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1

0003AA 8,730 Each Print and Digital Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

0003AB 1,827 Each Classroom Set Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

0003AC 93 Each Teacher Set Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

High School Student Curriculum Resources

FFP

High School Student Curriculum Resources In accordance with SOW sections 2.1

0004AA 1,148 Each Print and Digital Curriculum Resources

FFP

High School Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

0004AB 82 Each Teacher Set Curriculum Resources

FFP

High School Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

Shipping

FFP

CONUS and OCONUS

OPTION 6th Grade Student Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1

1001AA 5,398 Each OPTION Print and Digital Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

1001AB 540 Each OPTION Classroom Set Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

1001AC 6 Each OPTION Teacher Set Curriculum Resources

FFP

6th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

OPTION 7th Grade Student Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1

1002AA 4,846 Each OPTION Print and Digital Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

1002AB 485 Each OPTION Classroom Set Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

1002AC 6 Each OPTION Teacher Set Curriculum Resources

FFP

7th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

See Exhibit A

OPTION 8th Grade Student Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1

1003AA 4,365 Each Print and Digital Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

1003AB 437 Each Classroom Set Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

1003AC 6 Each Teacher Set Curriculum Resources

FFP

8th Grade Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

OPTION High School Student Curriculum Resources

FFP

High School Student Curriculum Resources In accordance with SOW sections 2.1

1004AA 185 Each OPTION Print and Digital Curriculum Resources

FFP

High School Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

1004AB 6 Each OPTION Teacher Set Curriculum Resources

FFP

High School Student Curriculum Resources In accordance with SOW sections 2.1 through 2.5.

OPTION Shipping

FFP

CONUS and OCONUS

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A N/A 0001AA Destination Government Destination Government 0001AB Destination Government Destination Government 0001AC Destination Government Destination Government 0002 N/A N/A N/A N/A 0002AA Destination Government Destination Government 0002AB Destination Government Destination Government 0002AC Destination Government Destination Government 0003 N/A N/A N/A N/A 0003AA Destination Government Destination Government

0003AB Destination Government Destination Government 0003AC Destination Government Destination Government 0004 N/A N/A N/A N/A 0004AA Destination Government Destination Government 0004AB Destination Government Destination Government 0005 N/A N/A N/A N/A 0005AA N/A N/A N/A Government 0005AB N/A N/A N/A Government 1001 N/A N/A N/A N/A 1001AA Destination Government Destination Government 1001AB Destination Government Destination Government 1001AC Destination Government Destination Government 1002 N/A N/A N/A N/A 1002AA Destination Government Destination Government 1002AB Destination Government Destination Government 1002AC Destination Government Destination Government 1003 N/A N/A N/A N/A 1003AA Destination Government Destination Government 1003AB Destination Government Destination Government 1003AC Destination Government Destination Government 1004 N/A N/A N/A N/A 1004AA Destination Government Destination Government 1004AB Destination Government Destination Government 1005 N/A N/A N/A N/A 1005AA N/A N/A N/A Government 1005AB N/A N/A N/A Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 N/A N/A N/A N/A

0001AA POP 24-APR-2019 TO

23-APR-2024

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

HE1254

0001AB POP 24-APR-2019 TO

23-APR-2024

N/A (SAME AS PREVIOUS LOCATION)

0001AC POP 24-APR-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

0002 N/A N/A N/A N/A

0002AA POP 24-APR-2019 TO

23-APR-2024

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

0002AB POP 24-APR-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

0002AC POP 24-APR-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

0003 N/A N/A N/A N/A

0003AA POP 24-APR-2019 TO

23-APR-2024

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

0003AB POP 24-APR-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

0003AC POP 24-APR-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

0004 N/A N/A N/A N/A

0004AA POP 24-APR-2019 TO

23-APR-2024

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

0004AB POP 24-APR-2019 TO

N/A (SAME AS PREVIOUS LOCATION)

0005 N/A N/A N/A N/A

0005AA N/A N/A N/A N/A

0005AB N/A N/A N/A N/A

1001 N/A N/A N/A N/A

1001AA POP 24-APR-2024 TO

23-APR-2025

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

1001AB POP 24-APR-2024 TO

23-APR-2025

N/A (SAME AS PREVIOUS LOCATION)

1001AC POP 24-APR-2024 TO

23-APR-2025

N/A (SAME AS PREVIOUS LOCATION)

1002 N/A N/A N/A N/A

1002AA POP 24-APR-2024 TO

23-APR-2025

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

1002AB POP 24-APR-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1002AC POP 24-APR-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1003 N/A N/A N/A N/A

1003AA POP 24-APR-2024 TO

23-APR-2025

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

1003AB POP 24-APR-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1003AC POP 24-APR-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1004 N/A N/A N/A N/A

1004AA POP 24-APR-2024 TO

23-APR-2025

N/A SEE INDIVIDUAL DELIVERY ORDERS

SEE POINTS OF CONTACT IN THE

DELIVERY ORDER

VA

PROVIDED ON DELIVERY ORDER

1004AB POP 24-APR-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1005 N/A N/A N/A N/A

1005AA N/A N/A N/A N/A

1005AB N/A N/A N/A N/A

CLAUSES INCORPORATED BY REFERENCE

52.203-3 Gratuities APR 1984 52.203-16 Preventing Personal Conflicts of Interest DEC 2011 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 52.209-7 Information Regarding Responsibility Matters OCT 2018 52.209-12 Certification Regarding Tax Matters FEB 2016 52.212-4 Contract Terms and Conditions--Commercial Items OCT 2018 52.222-54 Employment Eligibility Verification OCT 2015 52.222-56 Certification Regarding Trafficking in Persons Compliance

Plan.

MAR 2015

52.224-1 Privacy Act Notification APR 1984 52.224-3 Privacy Training JAN 2017 52.225-5 Trade Agreements AUG 2018 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.225-25 Prohibition on Contracting with Entities Engaging in Certain

Activities or Transactions Relating to Iran-- Representation and Certifications.

AUG 2018

52.229-3 Federal, State And Local Taxes FEB 2013 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.233-2 Service Of Protest SEP 2006 52.242-13 Bankruptcy JUL 1995 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.203-7005 Representation Relating to Compensation of Former DoD

Officials

NOV 2011

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

252.215-7008 Only One Offer OCT 2013 252.225-7021 Trade Agreements--Basic DEC 2017 252.225-7031 Secondary Arab Boycott Of Israel JUN 2005 252.225-7043 Antiterrorism/Force Protection Policy for Defense

Contractors Outside the United States

JUN 2015

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

DEC 2018

252.227-7015 Technical Data--Commercial Items FEB 2014 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

JUN 2012

252.232-7010 Levies on Contract Payments DEC 2006 252.239-7010 Cloud Computing Services OCT 2016 252.244-7000 Subcontracts for Commercial Items JUN 2013 252.246-7003 Notification of Potential Safety Issues JUN 2013 252.247-7023 Transportation of Supplies by Sea APR 2014

CLAUSES INCORPORATED BY FULL TEXT

52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT 2018)

(a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code and small business size standard for this acquisition appear in Block 10 of the solicitation cover sheet (SF 1449). However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees.

(b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers may be submitted on the SF 1449, letterhead stationery, or as otherwise specified in the solicitation. As a minimum, offers must show--

(1) The solicitation number;

(2) The time specified in the solicitation for receipt of offers;

(3) The name, address, and telephone number of the offeror;

(4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary;

(5) Terms of any express warranty;

(6) Price and any discount terms;

(7) "Remit to" address, if different than mailing address;

(8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically);

(9) Acknowledgment of Solicitation Amendments;

(10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and

(11) If the offer is not submitted on the SF 1449, include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration.

(c) See Addendum

(d) Product samples. When required by the solicitation, product samples shall be submitted at or prior to the time specified for receipt of offers. Unless otherwise specified in this solicitation, these samples shall be submitted at no expense to the Government, and returned at the sender's request and expense, unless they are destroyed during preaward testing.

(e) Multiple offers. Offerors are encouraged to submit multiple offers presenting alternative terms and conditions, including alternative line items (provided that the alternative line items are consistent with subpart 4.10 of the Federal Acquisition Regulation), or alternative commercial items for satisfying the requirements of this solicitation.

Each offer submitted will be evaluated separately.

(f) Late submissions, modifications, revisions, and withdrawals of offers:

(1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that offers or revisions are due.

(2)(i) Any offer, modification, revision, or withdrawal of an offer received at the Government office designated in the solicitation after the exact time specified for receipt of offers is “late” and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and--

(A) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of offers; or

(B) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government's control prior to the time set for receipt of offers; or

(C) If this solicitation is a request for proposals, it was the only proposal received.

(ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted.

(3) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel.

(4) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers.

Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer.

(g) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a price and technical standpoint. However, the Government reserves the right to conduct discussions if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

(h) Multiple awards. The Government may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer.

(i) Availability of requirements documents cited in the solicitation. (1)(i) The GSA Index of Federal Specifications, Standards and Commercial Item Descriptions, FPMR Part 101-29, and copies of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained for a fee by submitting a request to--GSA Federal Supply Service Specifications Section, Suite 8100, 470 East L'Enfant Plaza, SW, Washington, DC

20407, Telephone (202) 619-8925, Facsimile (202) 619-8978.

(ii) If the General Services Administration, Department of Agriculture, or Department of Veterans Affairs issued this solicitation, a single copy of specifications, standards, and commercial item descriptions cited in this solicitation may be obtained free of charge by submitting a request to the addressee in paragraph (i)(1)(i) of this provision.

Additional copies will be issued for a fee.

(2) Most unclassified Defense specifications and standards may be downloaded from the following ASSIST websites:

(i) ASSIST (https://assist.dla.mil/online/start/).

(ii) Quick Search (http://quicksearch.dla.mil/).

(iii) ASSISTdocs.com (http://assistdocs.com).

(3) Documents not available from ASSIST may be ordered from the Department of Defense Single Stock Point (DoDSSP) by--

(i) Using the ASSIST Shopping Wizard (https://assist.dla.mil/wizard/index.cfm);

(ii) Phoning the DoDSSP Customer Service Desk (215) 697-2179, Mon-Fri, 0730 to 1600 EST; or

(iii) Ordering from DoDSSP, Building 4, Section D, 700 Robbins Avenue, Philadelphia, PA 19111-5094, Telephone

(215) 697-2667/2179, Facsimile (215) 697-1462.

(4) Nongovernment (voluntary) standards must be obtained from the organization responsible for their preparation, publication, or maintenance.

(j) Unique entity identifier. (Applies to all offers exceeding $3,500, and offers of $3,500 or less if the solicitation requires the Contractor to be registered in the System for Award Management (SAM).) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation ``Unique Entity Identifier'' followed by the unique entity identifier that identifies the Offeror's name and address. The Offeror also shall enter its Electronic Funds Transfer (EFT) indicator, if applicable. The EFT indicator is a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the Offeror to establish additional SAM records for identifying alternative EFT accounts (see subpart 32.11) for the same entity. If the Offeror does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for unique entity identifier establishment directly to obtain one. The Offeror should indicate that it is an offeror for a Government contract when contacting the entity designated at www.sam.gov for establishing the unique entity identifier.

(k) Reserved.

(l) Debriefing. If a post-award debriefing is given to requesting offerors, the Government shall disclose the following information, if applicable:

(1) The agency's evaluation of the significant weak or deficient factors in the debriefed offeror's offer.

(2) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror.

(3) The overall ranking of all offerors, when any ranking was developed by the agency during source selection.

(4) A summary of the rationale for award;

(5) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror.

(6) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency.

(End of provision)

52.212-1 ADDENDUM – INSTRUCTIONS TO OFFERORS - - COMMERCIAL ITEMS (OCT 2018)

1. Addendum to Paragraph (b) Submission of Quotes: In addition to those requirements as stated in paragraph (b), the following are added and shall apply to the submission requirements in response to this solicitation:

a. Quote Structure and Content – Vendors shall submit quote packages consisting of the following separate/distinct volumes for evaluation purposes and include the content identified herein:

b. Volume 1 - Administrative Cover Letter: The cover letter shall include the following:

1. Tax identification number (TIN);

2. Dun & Bradstreet Number (DUNS)

3. Complete Business Mailing Address;

4. Cage Code/NAICS Code; and,

5. Contact Name, Phone, Fax and Email address.

6. Completed DFARS Clause: 252.239-7009, Representation of Use of Cloud Computing;

7. Vendor quote shall be valid for 120 days from the quote submission date

8. Vendor signed 1449

9. FAR 52.212-3 filled out completely

10. Completed Attachment 2 - GPAT

11. Completed Attachment 3 - DoDEA Cloud Questionnaire

12. Completed Attachment 4 - Terms of Service Addendum

1.2 Addendum to 52.212-1 Paragraph (c) Period for acceptance of offers. This paragraph is changed to read as follows: The vendor 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 amendment to the solicitation.

1.3 Addendum to 52.212-1 Paragraph (e) Multiple offers. This paragraph is changed to read as follows: Multiple offers presenting alternative terms and conditions will NOT be accepted.

2. Volume 2 - Factor 1– Technical:

Part I -Pass/Fail Criteria: Physical and digital access for students (Pass or Fail )

a. Vendors shall address the following sub-factors for the electronic materials submitted in response to the solicitation.

i. Subfactor 1 - Software and Cloud Security Requirements (SOW 3.1)

ii. Subfactor 2 - System Requirements (SOW 3.2)

iii. Subfactor 3 - Data Management Requirements (SOW 3.3)

DoDEA will require web-based access to vendor digital resources for seven personnel to evaluate middle school and seven personnel to evaluate high school submissions. So, for example, if an offeror proposes resources for middle and high school, then web-based access for fourteen people will be required.

Part II- Technical Approach: Vendors shall provide a technical approach that demonstrate the Vendor’s understanding of and approach to meeting the Statement of Work sub-factors (4-7) Vendors must provide one (1) complete set of all proposed curricular materials (print and digital) for evaluation purposes. Volume 2 shall not exceed 15 pages in length for middle school curriculum resources and shall not exceed 10 pages in length for high school curriculum resources. Vendors shall also provide (2) digital resources for middle school and high school.

Print materials will be returned to vendors. Vendors shall provide prepaid shipping labels in the administrative quotes. If prepaid shipping labels are not provided, the Government reserves the right to dispose of the materials.

3. Volume 3 - Factor 2 – Past Performance. This quote volume shall:

Include projects/references that demonstrate recent and relevant past performance of similar to those identified in the SOW. Recent is defined as within the last three years. Relevant is defined as work similar in complexity and magnitude to the work described in the Statement of Work (SOW). When citing each source of past performance, the following information shall be included:

Organization name and address Point of Contact name, phone number, and email Description of the effort to include performance dates Contract Number and Contract Value

Attachment 1, Past Performance Part is a questionnaire that must be forwarded by vendor/vendors to references.

References must complete and submit the questionnaire directly to the DoDEA Procurement Division via email to jamie.formosa@hq.dodea.edu.

Past Performance information may be obtained from any other sources available to the Government, to include, but not be limited to, the Past Performance Information Retrieval System (PPIRS) and Contractor Performance Assessment Reporting System (CPARS), Federal Awardee Performance and Integrity Information System (FAPIIS), or other databases; and interviews with Program managers and Contracting Officers.

4. Volume 4 - Factor 3– Price. This quote volume shall:

a. Be in Microsoft Excel. All items must have a price or be marked “NSP” for “Not Separately Priced.”

Each item will state the description, quantity, unit, unit price, and estimated amount. A final total of the Base and Option periods is required in the Excel Spreadsheet. (Attachment 5, Pricing Sheet)

b. Reference the Contract Line Item Numbers (CLINs) Sub-CLINs in the SF1449 Schedule of services as suggested CLIN structures. In lieu of this schedule, the contractor may submit fewer or more CLINs, whichever may be appropriate to their standard commercial practice.

c. Be quoted in accordance with the attached pricing sheet to include a detailed CLIN breakdown.

5. Quote Submission Requirements: Instructions are set forth herein for vendors to prepare and submit a quote to the Government in response to this solicitation. Vendors are strongly advised to carefully read and fully understand these instructions to ensure submission of a fully compliant and sufficiently prepared quote. Venders are cautioned that quotes containing less than the minimum information required by these instructions may be rejected by the government and eliminated from further consideration for award.

6. Questions – If you have questions or concerns regarding this requirement, please submit your inquiries electronically to the Contract Specialist (CS), Ms. Jamie Formosa at jamie.formosa@hq.dodea.edu and Contracting Officer Mr. Alim Koroma at alim.koroma@hq.dodea.edu no later than February 21, 2018 12:00 PM Eastern Standard Time (EST). No questions will be accepted after this cutoff.

Answers to your questions will be posted on FBO via a solicitation amendment.

7. SUBMISSION REQUIREMENTS AND QUOTE DUE DATE (Volumes 1 - 4):

a. Quote is due no later than the date listed in the solicitation (section 8) via email to Ms. Jamie Formosa at jamie.formosa@hq.dodea.edu

Note: DoDEA has a maximum email limit of 10MB. Vendors shall confirm receipt of their electronic copy by return email from the above email addresses.

8. All boxes containing materials submitted in response to this RFQ must include the following information on the label in this order:

1. Hard Copies/Print Materials: By the date listed in the solicitation via U.S. Postal, UPS, or FEDEX to the following address and/or email: Department of Defense Education Activity (DoDEA)

4800 Mark Center Drive Attn: Jamie Formosa/Health Education Suite 05F09-02 – Procurement Alexandria, VA 22350-1400 Telephone #: 571-372-7756 Email: jamie.formosa@hq.dodea.edu and alim.korma@hq.dodea.edu

What: Example:

Title of DoDEA Curriculum and Category: Middle School and High School Health Education Exact RFP Number: HE125419R0005 Exact Box Number: Box 1 of 6 Exact Contents of Box: Student Materials, etc.

Vendor Name/POC Information: Your Company/Sue Smith/email/phone

9. Other Information:

a. Vendors shall direct all communications to the attention of the cognizant individual(s) identified in this solicitation and any solicitation amendments. Communications with other Government personnel may compromise the integrity of this acquisition and can result in cancellation of the requirement.

b. Signature: The quote shall be signed by an official authorized to bind its organization.

c. Content Requirements: All information shall be confined to the appropriate file. The vendor shall confine submissions to essential matters, sufficient to define the quote and provide an adequate basis for evaluation. Vendors are responsible for including sufficient details, in a concise manner, to permit a complete and accurate evaluation of each quote.

d. The quote should not simply rephrase or restate the Government's requirements but rather shall provide convincing rationale to address how the vendor intends to meet all requirements. Vendors shall assume that the Government has no prior knowledge of their capabilities and experience, and the Government will base its evaluation solely on the information presented in the vendor’s quote.

Item Questions Quote Submission

Due Date/Time February 21, 2019 By the date listed in the solicitation

To:

Electronic Copy by e-mail to jamie.formosa@hq.dodea.edu

Subject: Questions HE1254-19-R-

Electronic Copy By email to:

Jamie.formosa@hq.dodea.edu and

Subject: HE1254-19-R- 0005

(End of addendum to FAR 52.212-1)

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

Paragraphs (a) and (b) of this FAR Provision are tailored.

(a) See addendum.

(b) See addendum.

(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.

(End of provision)

52.212-2 ADDENDUM – EVALUATION – COMMERCIAL ITEMS (DEC 2006)

Basis of Award: The Government will evaluate and award an IDIQ contract (s) resulting from this solicitation to the responsible offeror whose quote provides the best value to the government in accordance with FAR Part 12 and 13 procedures. To make the award decision, the government will use best value and will consider three factors: (1) Technical; (2) Past Performance; and (3) Price.

The Government will apply a tiered approach to the technical evaluation using two parts. The first part of the technical evaluation will be conducted on a pass/fail basis using the ratings in table one (1) below. The second part of the technical evaluation will be conducted using an adjectival rating process depicted in table two (2) below.

The Government may determine the best value vendor to be other than the lowest priced offer or other than the highest technically rated offer.

Factor 1- Technical:

Pass/Fail Criteria: Part 1: Physical and digital access for teachers/students (Pass or Fail ) Vendors shall address the subfactors (1-3) for the electronic materials submitted in response to the solicitation. The following physical and digital access for students will be evaluated as Pass or Fail basis:

Subfactor 1- Software and Cloud Security Requirements: The extent which the vendor’s technical approach pass or fail the requirements of SOW section 3.1. and sub-sections 3.1.1 through 3.1.4

Subfactor 2- System Requirements: The extent which the vendor’s technical approach pass or fail the requirements of SOW section 3.2. and sub-sections 3.2.1 and 3.2.2

Subfactor 3- Data Management Requirements: The extent which the vendor’s technical approach pass or fail the requirements of SOW section 3.3. and 3.3.1 through 3.3.5

Table 1(Pass/Fail Rating Standard)

Part I Rating Factor 1-Part I Rating Standard Pass The Vendor’s Quote meets the minimum requirement in accordance with the SOW Fail The Vendor’s Quote does not meet the minimum requirements in accordance with the SOW

Factor 1- Technical Approach: Part II Vendors will be evaluated on how well they demonstrate their understanding of and ability address the sub-factors set forth in the Statement of Work (SOW).

Subfactor 4- Standards: The extent which the vendor’s technical approach meets and/or exceeds the requirements of SOW section 2.1 and sub-sections 2.1.1 and 2.1.2.

Subfactor 5- Middle School and High School Curriculum Resources: The extent which the vendor’s technical approach meets and/or exceeds the requirements of SOW section 2.2 and sub-sections 2.2.1 and 2.2.2.

Subfactor 6- Middle School and High School Curriculum Assessments: The extent which the vendor’s technical approach meets and/or exceeds the requirements of SOW section 2.3 and sub-sections 2.3.1 through 2.3.3.

Subfactor 7- Middle School/ High School—Virtual Professional Learning and General: The extent which the vendor’s technical approach meets and/or exceeds the requirements of SOW section 2.4. and sub-sections and SOW section 2.5 and sub-sections 2.5.1 through 2.5.8.

Table 2 (Technical Approach Rating Standard)

Part II Rating Factor 1- Part II Rating Standard Exceeding Quote exceeds the minimum requirement of the solicitation.

Acceptable Quote clearly meets the minimum requirement of the solicitation. Risk of unsuccessful performance is low.

Unacceptable Quote does not clearly meet the minimum requirement of the solicitation. Risk of unsuccessful performance is moderate or high.

Factor 2: Past Performance:

An Offeror’s past performance will be evaluated as “ acceptable”,” unacceptable” or “neutral” .The past performance evaluation will assess the offeror’s probability to successfully perform the requirements. Offerors shall submit relevant past performance references with their offer. The assessment will be based on the offeror’s record of relevant and recent past performance information that pertains to the services outlined in the solicitation. Past Performance information may be obtained from any other sources available to the Government, to include, but not be limited to, the Past Performance Information Retrieval System (PPIRS), Federal Awardee Performance and Integrity Information System (FAPIIS), Contractor Performance Assessment Reporting System, or other databases;

and interviews with Program managers and Contracting Officers.

Relevant past performance includes efforts of the same or similar scope, magnitude of effort, and complexity of the solicitation requires. Include specific examples, if appropriate. These include efforts where the Offeror provided services similar to those outlined in the Statement of Work. Recent efforts are defined as those efforts, which have been performed during any portion of the last three years, including those efforts currently being performed.

The Government will consider the collective record of all recent and relevant past performance in assessing a rating.

In the case of an offeror without a record of past performance or for whom information on past performance is not available or so sparse that no meaningful past performance can be reasonably assigned, the offeror may not be evaluated favorably or unfavorably on past performance therefore, the offeror shall be determined to have unknown (or “neutral”) past performance. In the context of acceptability/unacceptability, a neutral rating shall be considered “acceptable”.

Factor 2: Past Performance Rating Standard:

Rating Description Acceptable Based on the Vendor’s recent and relevant performance record, the Government has a reasonable expectation that the Offeror will successfully perform the required effort.

Unacceptable Based on the Vendor’s recent and relevant performance record, the Government has no reasonable expectation that the Offeror will be able to successfully perform the required effort.

Unknown/Neutral No recent and relevant performance record is available or is so sparse that no meaningful past performance rating can be reasonably assigned.

Factor 3: Price:

The Government will evaluate the Vendor’s quoted pricing to ensure the Government receives a fair and reasonable price in accordance with FAR 13.106-3.

(b) Options. The Government will evaluate quotes for award purposes by adding the total price for all options to the total price for the basic requirement. This evaluation will include an option to extend services for 6 months (as allowed by FAR 52.217-8), to run after the completion of the last annual option period. The Government will extrapolate the vendor’s pricing of the last annual option period to arrive at a price for the potential 6 month extension of services option. The Government may determine that a quote 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.

(d) If the subject solicitation has been issued as a Request for Quotation, all references to quote and offeror are hereby changed to quote and vendor respectively, except for in paragraph (c), which stands as written. If a quote is provided, the Government may make an offer based on all or part of a vendor’s quote, as originally presented or as subsequently modified.

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.

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (OCT 2018)

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

(a) Definitions. As used in this provision --

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

"Forced or indentured child labor" means all work or service-

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

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

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

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

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

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

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

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

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

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

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

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

(8) PSC 9610, Ores;

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

(10) PSC 9630, Additive Metal Materials.

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

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

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

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

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

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

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

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

(6) Have been voluntarily suspended.

“Sensitive technology”--

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

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

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

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

“Service-disabled veteran-owned small business concern”--

(1) Means a small business concern--

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

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

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

“Small business concern” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standards in this solicitation.

“Small disadvantaged business concern”, consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that--

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

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

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

“Subsidiary” means an entity in which more than 50 percent of the entity is owned--

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

“Successor” means an entity that has replaced a predecessor by acquiring…