HSHQDC-13-Q-00216_Solicitation_Package.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

DHS/OPO/S&T/MSSN

Washington DC 20528-0210

Department of Homeland Security MGMT/OPO/STAD/Mail Stop 0210 Contracting Officer/W. Mallison U.S. Dept. of Homeland Security

DHS CODE 16. ADMINISTERED BYCODE

X

X

531120

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED OR

DHS/OPO/S&T/M

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

06/10/2013 1200 ES

05/31/2013

William Mallison (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

HSHQDC-13-Q-00216

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEM 1. REQUISITION NUMBER PAGE OF

1 36 RSCY-13-00084OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

245 Murray Lane SW

TELEPHONE NO.

17a. CONTRACTOR/

Washington DC 20528 Attn: Michael Pozmantier Science & Technology Directorate Department of Homeland Security

15. DELIVER TO

Washington DC 20528-0210 245 Murray Lane SW Department of Homeland Security MGMT/OPO/STAD/Mail Stop 0210 Contracting Officer/W. Mallison

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$7.0

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

HUBZONE SMALL

BUSINESS

EMERGING SMALL

BUSINESS

8(A)

U.S. Dept. of Homeland Security

SOLE SOURCE

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

This is a solicitation/Request for Quote (RFQ) to provide facilities and related services and supplies for the Department of Homeland Security (DHS) Science & Technology Directorate (S&T) Cyber Security Division (CSD) Technology Demonstration Day-Finance event. The Demonstration Day will be held August 15, 2013 in Manhattan, New York.

The solicitation is continued on the following pages.

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

William Mallison

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

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

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT REF.

HSHQDC-13-Q-00216 Page 1 of 36

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS

NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

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

STANDARD FORM 1449 (REV. 3/2005) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

DO/DPAS Rating: NONE

Delivery: 08/15/2013

0001 The contractor shall furnish conference facility space and related supplies and services for the

Technology Demonstration Day-Finance event. The contractor shall provide all services and related supplies in accordance with the Statement of Work.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

36 2 of

HSHQDC-13-Q-00216 Page 2 of 36

HSHQDC-13-Q-00216

PART I – CLAUSES

1. 52.252-2 Federal Acquisition Regulation Clauses Incorporated by Reference (FEB 1998)

This purchase order incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The full text of a FAR clause may be accessed electronically at:

https://www.acquisition.gov/far/

52.212-4 Contract Terms and Conditions—Commercial Items (FEB 2012)

2. 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (MAY 2012)

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

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

____ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108 78).

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

[Contracting Officer check as appropriate.] ___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110- 252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

___ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Feb 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

___ (6) 52.209-6, Protecting the Government’ Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Dec 2010) (31 U.S.C. 6101 note).

___ (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) (41 U.S.C. 2313).

_X_ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (May 2012) (section 738 of Division C of Public Law 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

___ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.

657a).

HSHQDC-13-Q-00216 Page 3 of 36 https://www.acquisition.gov/far/

___ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (11) [Reserved] ___ (12) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (13) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

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

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

___ (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

___ (15) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (15 U.S.C. 637 (d)(4).)

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

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

___ (iv) Alternate III (July 2010) of 52.219-9.

___ (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

___ (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

___ (18) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

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

___ (19) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

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

___ (20) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (21) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

_X_ (23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012) (15 U.S.C. 632(a)(2)).

___ (24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Apr 2012) (15 U.S.C. 637(m)).

___ (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Apr 2012) (15 U.S.C. 637(m)).

_X_ (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (27) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Mar 2012)

(E.O.

13126).

_X_ (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

_X_ (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

_X_ (30) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

_X_ (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C.

793).

_X_ (32) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

HSHQDC-13-Q-00216 Page 4 of 36

_X_ (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

___ (34) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989).

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

_X_ (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C.

8259b).

_X_ (37) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (Dec 2007) (E.O. 13423).

___ (ii) Alternate I (Dec 2007) of 52.223-16.

_X_ (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving

(Aug 2011).

___ (39) 52.225-1, Buy American Act--Supplies (Feb 2009) (41 U.S.C. 10a-10d).

___ (40) (i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (May 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, and 112-42).

___ (ii) Alternate I (Mar 2012) of 52.225-3.

___ (iii) Alternate II (Mar 2012) of 52.225-3.

___ (iv) Alternate III (Mar 2012) of 52.225-3.

___ (41) 52.225-5, Trade Agreements (May 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (42) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.

5150).

___ (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (45) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___ (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

_X_ (47) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct. 2003) (31 U.S.C. 3332).

___ (48) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

___ (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

___ (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (51) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

HSHQDC-13-Q-00216 Page 5 of 36

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

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

[Contracting Officer check as appropriate.] _X_ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C.206 and 41 U.S.C. 351, et seq.).

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C.

351, et seq.).

___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

___ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L. 110-247).

___ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

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

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

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

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

HSHQDC-13-Q-00216 Page 6 of 36

(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

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

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___ Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C.

351, et seq.)

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Feb 2009) (41 U.S.C. 351, et seq.)

(xii) 52.222-54, Employment Eligibility Verification (Jan 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub.

L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph

(d) of FAR clause 52.247-64.

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

(End of Clause)

3. HSAR 3052.209-70 Prohibition on Contracts with Corporate Expatriates (JUN 2006)

(a) Prohibitions.

Section 835 of the Homeland Security Act, 6 U.S.C. 395, prohibits the Department of Homeland Security from entering into any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defined in this clause, or with any subsidiary of such an entity.

The Secretary shall waive the prohibition with respect to any specific contract if the Secretary determines that the waiver is required in the interest of national security.

(b) Definitions. As used in this clause:

Expanded Affiliated Group means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting `more than 50 percent' for `at least 80 percent' each place it appears.

Foreign Incorporated Entity means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act, 6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

HSHQDC-13-Q-00216 Page 7 of 36

Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)—

(1) The entity completes the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

(2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held—

(i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or

(ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership by reason of holding a capital or profits interest in the domestic partnership;

and

(3) The expanded affiliated group which after the acquisition includes the entity does not have substantial business activities in the foreign country in which or under the law of which the entity is created or organized when compared to the total business activities of such expanded affiliated group.

Person, domestic, and foreign have the meanings given such terms by paragraphs (1), (4), and

(5) of section 7701(a) of the Internal Revenue Code of 1986, respectively.

(c) Special rules. The following definitions and special rules shall apply when determining whether a foreign incorporated entity should be treated as an inverted domestic corporation.

(1) Certain Stock Disregarded. For the purpose of treating a foreign incorporated entity as an inverted domestic corporation these shall not be taken into account in determining ownership:

(i) Stock held by members of the expanded affiliated group which includes the foreign incorporated entity; or

(ii) stock of such entity which is sold in a public offering related to the acquisition described in subsection (b)(1) of Section 835 of the Homeland Security Act, 6 U.S.C. 395(b)(1).

(2) Plan Deemed In Certain Cases. If a foreign incorporated entity acquires directly or indirectly substantially all of the properties of a domestic corporation or partnership during the 4-year period beginning on the date which is 2 years before the ownership requirements of subsection (b)(2) are met, such actions shall be treated as pursuant to a plan.

(3) Certain Transfers Disregarded. The transfer of properties or liabilities (including by contribution or distribution) shall be disregarded if such transfers are part of a plan a principal purpose of which is to avoid the purposes of this section.

(d) Special Rule for Related Partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 U.S.C. 395(b) to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common control (within the meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership.

(e) Treatment of Certain Rights.

(1) Certain rights shall be treated as stocks to the extent necessary to reflect the present value of all equitable interests incident to the transaction, as follows:

(i) warrants;

(ii) options;

(iii) contracts to acquire stock;

(iv) convertible debt instruments; and

(v) others similar interests.

HSHQDC-13-Q-00216 Page 8 of 36

(2) Rights labeled as stocks shall not be treated as stocks whenever it is deemed appropriate to do so to reflect the present value of the transaction or to disregard transactions whose recognition would defeat the purpose of Section 835.

(f) Disclosure. The offeror under this solicitation represents that [Check one]:

___ it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73;

___ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it has submitted a request for waiver pursuant to 3009.104-74, which has not been denied; or ___ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.104-70 through 3009.104-73, but it plans to submit a request for waiver pursuant to 3009.104-74.

(g) A copy of the approved waiver, if a waiver has already been granted, or the waiver request, if a waiver has been applied for, shall be attached to the bid or proposal.

4. HSAR 3052.242-71 Dissemination of Contract Information (DEC 2003)

The Contractor shall not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results or conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer. An electronic or printed copy of any material proposed to be published or distributed shall be submitted to the Contracting Officer.

5. HSAR 3052.242-72 Contracting Officer's Technical Representative (DEC 2003)

(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Technical Representative (COTR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COTR under the contract.

(b) The Contracting Officer cannot authorize the COTR or any other representative to sign documents, such as contracts, contract modifications, etc., that require the signature of the Contracting Officer.

HSHQDC-13-Q-00216 Page 9 of 36

PART II – ATTACHMENTS

Attachment 1 – Statement of Work

Attachment 2 – Facilities Checklist

Attachment 3 – HSAR 3052.209-70 Prohibition on Contracts with Corporate Expatriates

HSHQDC-13-Q-00216 Page 10 of 36

ATTACHMENT 1 – STATEMENT OF WORK

U.S. Department of Homeland Security Science and Technology Directorate

Cyber Security Division

Transition to Practice Technology Demonstration Day—Finance Event

I. Purpose

This is a Statement of Work (SOW) for the Department of Homeland Security (DHS) Science and Technology Directorate (S&T) Cyber Security Division (CSD) Transition to Practice (TTP) Technology Demonstration Day—Finance event. The event will be held on August 15, 2013 in Manhattan, New York. This is a SOW for the rental of conference facility space and the provision of related supplies and services, listed in Section III Scope, only. The requirement does not include conference planning services.

II. Background

Because Cybersecurity is a shared responsibility across the public and private sectors, DHS S&T initiated the TTP program in response to the White House’s Comprehensive National Cybersecurity Initiative and Federal Cybersecurity R&D Plan, which outlines TTP as a Federal Cybersecurity Research and Development Program Thrust. The mission of TTP is to identify mature federally funded cybersecurity research. The current focus is on Department of Energy national laboratory research and on transitioning it into products that are available to the entire Homeland Security Enterprise. TTP accomplishes its mission by developing partnerships and serving as a connection point between the federal research community, network operators (CIOs and CISOs), and private industry—historically three groups that have interacted inconsistently.

TTP will leverage the technology transition methodology utilized by CSD and based on the CSD R&D Lifecycle, thereby reducing the time it takes to transition cybersecurity research into practice.

The DHS S&T TTP Technology Demonstration Day—Finance event will be held for the first time on August 15, 2013. It will provide cybersecurity professionals from the finance sector with an opportunity to view live demonstrations of innovative federally funded cybersecurity research, which they would not be exposed to otherwise. The purpose of this event is to encourage the adoption and deployment throughout the Homeland Security Enterprise of the leading-edge cybersecurity technology demonstrated. TTP will be leveraging research conducted at Department of Energy national laboratories and Department of Defense laboratories for this event. Eight technologies will be demonstrated that are not commercially available, allowing the finance industry to witness cutting-edge cybersecurity technologies that have the potential to strengthen their organizations’ cybersecurity postures within 12-24 months. The event is an opportunity for finance sector partners to view these technologies being demonstrated and to identify tools to pilot. This event is a critical step in transitioning federally funded

HSHQDC-13-Q-00216 Page 11 of 36 cybersecurity research into production pilots and eventually into commercially available products that will benefit the Homeland Security Enterprise.

III. Scope

This requirement is not for third party planners. Offers from third party planners will not be considered. The conference facility must be located within Manhattan, New York. It must be located within two city blocks of a Subway station. It must include an on-site eatery or eateries, or be located within two city blocks of an eatery or eateries.

TASK 1: The contractor shall provide the following space:

• One general session room to accommodate a minimum of 250 participants set up in theater style;

• Eight technology demonstration breakout rooms to accommodate a minimum of 50 participants each, set up theater style, lockable, with a 6’ presentation table set up in the front of each;

• One planning office to accommodate 15 people set up boardroom style.

These rooms must be available by 3:00pm the day prior to the event (August 14) for set-up, through 6:30pm on the day of the event (August 15). The technology demonstration breakout rooms and the planning office room must be lockable the day prior to the event through the completion of the event. The contractor will provide keys and/or access cards for these rooms at no additional cost to the government. (As used in this document, “at no additional cost to the government” means the price of the referenced supply or service shall be included in the contractor’s firm-fixed price, and the contractor shall make no additional charges to the government for the referenced supply or service above the proposed firm-fixed price.) The room requirements are summarized in the following table:

Date Time # People Function Setup Style

Day prior to event (August 14, 2013)

3:00pm – next day 250 General

Session Theater for 250 with a classroom set for 4 up front Day prior to event (August 14, 2013)

3:00pm – next day 15 Planning

Office Boardroom for 15

Day prior to event (August 14, 2013)

3:00pm – next day 50

Technology Demo Rooms

#1-8

Theater for 50 + one 6’ banquet table up front

Day of event

(August 15, 2013) 6:00am – 1:00pm 250 General Session

Theater for 250 with a classroom set for 4 up front

Day of event (August 15, 2013) 6:00am – 6:30pm 15 Planning

Office Boardroom for 15

Day of event (August 15, 2013) 6:00am – 6:30pm 50

Technology Demo Rooms

#1-8

Theater for 50 + one 6’ banquet table up front

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TASK 2: The contractor shall provide, set up, and tear down audio-visual equipment. Below is a list of required equipment for the general session room and the eight technology demonstration breakout rooms; this equipment should be in place on the day prior to the event and the day of the event.

Function A/V Required

General Session Room

• Dual LCD projector and screen

• Laptop

• Slide advancer

• All cables and adapters to connect the laptop to the projector

• Small stage (at a minimum 4’wide x 8’ long)

• One speaker microphone with podium

• Two wireless lavaliere microphones for the presenters

• Speaker timer

• Confidence monitor

• Extension cords/surge protectors/power for A/V equipment

• Extension cords/surge protectors/power for four laptop computers in the front of the room

• Hard-wired Internet connection for one computer at the podium or A/V technician table where the presentation laptop is located

• Sound system

Technology Demonstration Breakout

Rooms #1-6

• One LCD projector and screen per room

• Extension cords/surge protectors/power for A/V equipment

• All cables/adapters to connect laptop to projector

• Power and hard-wired Internet connection for one laptop

Technology Demonstration Breakout

Room #7

• One LCD projector and screen

• One 42” or larger plasma screen

• Extension cords/surge protectors/power for A/V equipment

• All cables/adapters to connect the laptop to projector and plasma screen

• Power and hard-wired Internet connection for one laptop

Technology Demonstration Breakout

Room #8

• One 52” or larger plasma screen

• Extension cords/surge protectors/power for A/V equipment

• All cables/adapters to connect the laptop to the plasma screen

• Power and hard-wired Internet connection for one laptop

Planning Office Room • Power for six laptops

• Hard-wired Internet connection for one laptop

Registration Area • Power for four laptops

• Hard-wired Internet connections for two laptops

HSHQDC-13-Q-00216 Page 13 of 36

The contractor shall permit the government to bring and set up its own laptop computers to be used in conjunction with the contractor-provided audio-visual equipment. The contractor shall permit the government to connect its computers and other equipment to the contractor’s electrical outlets and Internet ports at no additional cost to the government.

The contractor shall also provide an audio-visual equipment technician on-site during set-up and during the event.

A/V Technician Support Required

Day prior to the event (August 14, 2013 )

4 hour minimum. Hours will be determined based upon when the facility will be available to the client, tentatively 4:00pm – 8:00pm Day of the event

(August 15, 2013) 11 hour minimum.

Tentatively 7:00am – 6:00pm

TASK 3: The contractor shall provide a locked, secure space to store meeting materials and sensitive information from 3:00pm on the day prior to the event (August 14, 2013) through the end of the event (6:30pm on August 15, 2013). The locked space can be any one of the eight technology demonstration breakout rooms or a separate secure room near the registration area.

The contractor will provide keys and/or access cards to the meeting room space at no additional cost to the government.

TASK 4: The contractor shall provide a dedicated registration desk and/or area near the general session room. It shall be available from 3:00pm on the day prior to the event (August 14, 2013) through 12:00pm on the day of the event (August 15, 2013). If the dedicated registration desk/area is not located on the same floor as the technology demonstration breakout rooms, another dedicated registration desk/area shall be provided near the breakout rooms from 12:00pm to 6:30pm on August 15, 2013. The registration desk/area shall have power for four computers and hard-wired Internet connections for two computers. The contractor shall provide either one 12’ to 16’ table or two 6’ to 8’ banquet tables set side-by-side. The contractor shall provide two additional 6’ to 8’ banquet tables to be set behind the registration area and used as an additional prep area. The contractor shall provide four chairs.

TASK 5: The contractor shall provide a conference facility coordinator to assist the government personnel who will plan and organize the TTP Demonstration Day. Assistance will include, but is not limited to: securing the meeting rooms and registration space; obtaining and setting up audio-visual equipment; making sure the meeting rooms are cleaned during breaks and at the end of the day; and ensuring that contractor-provided equipment is secured when not in use.

TASK 6: The contractor shall provide on-site printing capability of no more than 200 black and white pages at no additional cost to the government. The government intends to print conference materials as necessary in Microsoft Word, PowerPoint, Excel or Adobe PDF formats.

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TASK 7: The contractor shall provide 15 easels and 8 flip charts or whiteboards. Easels will be used to hold registration and directional signage. The contractor shall permit the government to place signs to direct guests to the conference. The easels will remain the property of the contractor. Flip charts or whiteboards will be utilized in the technology demonstration breakout rooms.

TASK 8: The contractor shall provide pitchers of water and/or water coolers in the general session and breakout rooms at no additional cost to the government.

TASK 9: The contractor shall conduct a final walkthrough of the conference facility with the government personnel one to weeks prior to the event. The government intends this to be in person, but if that is not possible, it will be done via conference call.

IV. Deliverables

The deliverable is the provision of conference facility space and the related supplies and services as outlined in Section III above.

V. Other Terms and Conditions

a. Period of Performance. The period of performance is the date of award through August 15, 2013.

b. Place of Performance. The contractor shall perform the work at its own facility.

c. Contracting Officer’s Representative.

(1) The Contracting Officer’s Representative (COR) for this contract is designated in accordance with Homeland Security Acquisition Regulation (HSAR) 3052.242-72 Contracting Officer’s Technical Representative (DEC 2003).

(2) The COR is:

Michael Pozmantier TTP Program Manager Cyber Security Division Science and Technology Directorate U.S. Department of Homeland Security Phone: (202) 254-2366 Email: michael.pozmantier@hq.dhs.gov

d. Contracting Officer

(1) The contracting officer (CO) is the only person authorized to approve changes to any of the terms and conditions of this task order. In the event the contractor effects any changes at the direction of any person other than the CO, the changes will be considered to have been made

HSHQDC-13-Q-00216 Page 15 of 36 mailto:michael.pozmantier@hq.dhs.gov without authority and no adjustment will be made in the contract price to cover any increase in costs incurred as a result thereof. The CO shall be the only individual authorized to accept nonconforming work, waive any requirement of the contract, or to modify any term or condition of the contract. The CO is the only individual who can legally obligate government funds. No cost chargeable to the proposed contract can be incurred before receipt of a fully executed contract, which includes any subsequent contract modifications or other specific written authorization from the CO.

(2) The contractor shall not comply with any order, direction or request of government personnel unless it is issued in writing and signed by the CO, or is pursuant to specific authority otherwise included as a part of this contract. No order, statement, or conduct of government personnel, other than the CO, who visit the contractor’s facilities or in any other manner communicate with contractor personnel during the performance of this contract shall constitute a change under the Changes clause of this contract.

(3) The procuring and administering contracting officer for this task order is:

William Mallison Science and Technology Acquisition Division Office of Procurement Operations U.S. Department of Homeland Security Phone: (202) 254-5880 Email: william.mallison@hq.dhs.gov

e. Government Point of Contact. The following is an additional government point of contact to assist with the preparation and conducting of the TTP Demonstration Day event:

Shelby Smith Support Contractor Science and Technology Directorate U.S. Department of Homeland Security Phone: (202) 254-6796 Email: shelby.smith@associates.hq.dhs.gov

f. Invoicing. Invoices shall be submitted to the mail box SAT.Invoice.Consolidation@dhs.gov and cc the COR and CO.

g. Advertisements, Publicizing Awards, and News Releases. All press releases or announcements about agency programs, projects, and contract awards need to be cleared by the COR and the CO. Under no circumstances shall the contractor, or anyone acting on behalf of the contractor, refer to the supplies, services, or equipment furnished pursuant to the provisions of this contract in any publicity news release or commercial advertising without first obtaining explicit written consent to do so from the COR and the CO. The contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or service provided is endorsed or preferred by the federal government or is considered by the government to be superior to other products or services.

HSHQDC-13-Q-00216 Page 16 of 36 mailto:william.mallison@hq.dhs.gov mailto:shelby.smith@associates.hq.dhs.gov mailto:SAT.Invoice.Consolidation@dhs.gov

HSHQDC-13-Q-00216 ATTACHMENT 2: FACILITIES CHECKLIST

Contact Information:

Facility

Facility POC: Name Date

Location

Facility Address:

Is your facility Subway accessible, within two city blocks? Yes No Which Subway?

Does your facility include an on-site eatery or eateries? Yes No Please describe:

Is your facility located within two city blocks of an eatery or eateries? Yes No Please describe:

Task 1 Does your facility accommodate the event dates of August 14, 2013 (set-up) and August 15, 2013 (event)? Yes No

Can your facility provide all necessary rooms, as shown in the following table? Yes No

Date Time # People Function Setup Style

Day prior to event (August 14, 2013) 3:00pm – next day 250 General Session Theater for 250 with a classroom set for 4 up front Day prior to event (August 14, 2013) 3:00pm – next day 15 Planning Office Boardroom for 15

Day prior to event (August 14, 2013) 3:00pm – next day 50

Technology Demo Rooms

#1-8

Theater for 50 + one 6’ banquet table up front

Day of event

(August 15, 2013) 6:00am – 1:00pm 250 General Session Theater for 250 with a classroom set for 4 up front

Day of event (August 15, 2013) 6:00am – 6:30pm 15 Planning Office Boardroom for 15

Day of event (August 15, 2013) 6:00am – 6:30pm 50

Technology Demo Rooms

#1-8

Theater for 50 + one 6’ banquet table up front

How close are the eight technology demonstration breakout rooms to the general session room?

Please describe layout and proximity, attach a diagram:

How close are the eight technology demonstration breakout rooms to each other?

Please describe layout and proximity, attach a diagram:

How close is the planning office room to the general session room and the eight technology demonstration rooms?

Please describe layout and proximity, attach a diagram:

HSHQDC-13-Q-00216 Page 17 of 36

Task 2

Does your facility provide all of the following audio-visual equipment and connections? Yes No

Function A/V Required

General Session Room

• Dual LCD projector and screen

• Laptop

• Slide advancer

• All cables and adapters to connect the laptop to the projector

• Small stage (at a minimum 4’wide x 8’ long)

• One speaker microphone with podium

• Two wireless lavaliere microphones for the presenters

• Speaker timer

• Confidence monitor

• Extension cords/surge protectors/power for A/V equipment

• Extension cords/surge protectors/power for four laptop computers in the front of the room

• Hard-wired Internet connection for one computer at the podium or A/V technician table where the presentation laptop is located

• Sound system

Technology Demonstration Breakout Rooms #1-6

• One LCD projector and screen per room

• Extension cords/surge protectors/power for A/V equipment

• All cables/adapters to connect laptop to projector

• Power and hard-wired Internet connection for one laptop

Technology Demonstration Breakout Room #7

• One LCD projector and screen

• One 42” or larger plasma screen

• Extension cords/surge protectors/power for A/V equipment

• All cables/adapters to connect the laptop to projector and plasma screen

• Power and hard-wired Internet connection for one laptop

Technology Demonstration Breakout Room #8

• One 52” or larger plasma screen

• Extension cords/surge protectors/power for A/V equipment

• All cables/adapters to connect the laptop to the plasma screen

• Power and hard-wired Internet connection for one laptop

Planning Office Room • Power for six laptops

• Hard-wired Internet connection for one laptop

Registration Area • Power for four laptops

• Hard-wired Internet connections for two laptops

Comment:

HSHQDC-13-Q-00216 Page 18 of 36

Does your facility provide an audio-visual equipment technician on-site during set-up and during the event, available as described in the following table? Yes No

A/V Technician Support Required

Day prior to the event (August 14, 2013 )

4 hour minimum. Hours will be determined based upon when the facility will be available to the client, tentatively 4:00pm – 8:00pm

Day of the event (August 15, 2013)

11 hour minimum.

Tentatively 7:00am – 6:00pm

Tasks 3-9

Does your facility provide a locked, secure space to store meeting materials and sensitive information from 3:00pm on the day prior to the event (August 14, 2013) through the end of the event (6:30pm on August 15, 2013)? Yes No

Does your facility provide a dedicated registration desk and/or area near the general session room, available from 3:00pm on the day prior to the event (August 14, 2013) through 12:00pm on the day of the event (August 15, 2013)? Yes No

If the dedicated registration desk/area is not located on the same floor as the technology demonstration breakout rooms, does your facility provide another dedicated registration desk/area near the breakout rooms from 12:00pm to 6:30pm on August 15, 2013? Yes No If the registration desk/area is located on the same floor as the breakout rooms, ignore this question.

Does the registration desk/area have power for four computers and hard-wired Internet connections for two computers? Yes No

Does your facility provide: (1) either one 12’ to 16’ table or two 6’ to 8’ banquet tables set side-by-side;

(2) two additional 6’ to 8’ banquet tables to be set behind the registration area and used as an additional prep area; and (3) four chairs? Yes No

How close is the registration desk to the general session room?

Please describe layout and proximity, attach a diagram if necessary:

How close is the registration desk to the eight technology demonstration breakout rooms?

Please describe layout and proximity, attach a diagram if necessary:

How close is the registration desk to the planning office?

Please describe layout and proximity, attach a diagram if necessary:

Does your facility provide an on-site conference coordinator to assist the government personnel planning and organizing the TTP Technology Demonstration Day? Yes No

Does your facility provide on-site printing capability of no more than 200 black and white pages at no additional cost to the government? Yes No Can your facility provide 15 easels and 8 flip charts or whiteboards? Yes No How many easels total?

How many flip charts/whiteboards total?

HSHQDC-13-Q-00216 Page 19 of 36

Will the government be permitted to place directional signs and conference signage to direct guests to the conference? Yes No Are there any restrictions?

Does your facility provide pitchers of water and/or coolers in the room at no additional cost to the government? Yes No

Can your on-site coordinator or other staff member conduct a final walkthrough of the conference facility with the government personnel either in person ( pending if travel is approved) or via a conference call, up to two weeks prior to the event? Yes No

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ATTACHMENT 3 – CORPORATE EXPATRIATES PROVISION

The quoter shall complete the certification below (check one of the boxes in paragraph (f) Disclosure) and return it with its offer as required by Part III, paragraph 2(c).

HSAR 3052.209-70 Prohibition on Contracts with Corporate Expatriates (JUN 2006)

(a) Prohibitions.

Section 835 of the Homeland Security Act, 6 U.S.C. 395, prohibits the Department of Homeland Security from entering into any contract with a foreign incorporated entity which is treated as an inverted domestic corporation as defined in this clause, or with any subsidiary of such an entity.

The Secretary shall waive the prohibition with respect to any specific contract if the Secretary determines that the waiver is required in the interest of national security.

(b) Definitions. As used in this clause:

Expanded Affiliated Group means an affiliated group as defined in section 1504(a) of the Internal Revenue Code of 1986 (without regard to section 1504(b) of such Code), except that section 1504 of such Code shall be applied by substituting `more than 50 percent' for `at least 80 percent' each place it appears.

Foreign Incorporated Entity means any entity which is, or but for subsection (b) of section 835 of the Homeland Security Act, 6 U.S.C. 395, would be, treated as a foreign corporation for purposes of the Internal Revenue Code of 1986.

Inverted Domestic Corporation. A foreign incorporated entity shall be treated as an inverted domestic corporation if, pursuant to a plan (or a series of related transactions)—

(1) The entity completes the direct or indirect acquisition of substantially all of the properties held directly or indirectly by a domestic corporation or substantially all of the properties constituting a trade or business of a domestic partnership;

(2) After the acquisition at least 80 percent of the stock (by vote or value) of the entity is held—

(i) In the case of an acquisition with respect to a domestic corporation, by former shareholders of the domestic corporation by reason of holding stock in the domestic corporation; or

(ii) In the case of an acquisition with respect to a domestic partnership, by former partners of the domestic partnership…