Request_for_Proposal_ITC-RFP-16-0005_Global_Company_Database.pdf

1. T H I S C O N T R A C T I S A R A T E D ^ R A T I N G P A G E O F P A G E S

SOLICITATION, O F F E R AND AWARD O R D E R U N D E R D P A S O S C F R 7 0 0 ) ^ 1 | 48

2. C O N T R A C T N U M B E R 3. S O L I C I T A T I O N N U M B E R

ITC-RFP-16-0005

4. T Y P E O F S O L I C I T A T I O N

• S E A L E D B I D ( I F B )

H N E G O T I A T E D ( R F P )

5. D A T E I S S U E D

08/18/2016

6. R E Q U I S I T I O N / P U R C H A S E N U M B E R

7. I S S U E D B Y C O D E OCFO-PROC

U.S. I n t e r n a t i o n a l Trade Commission O f f i c e o f Procurement 500 E S t r e e t , SW Room 315 Washington DC 20436

8. A D D R E S S O F F E R T O (If other than Item 7)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

. Sealed offers in original and depository located in copies for furnishing the supplies or services in the Schedule wilt be received at the place specified in item 8, or if hand carried, in the

See S e c t i o n L until 0900 ET locaitime 09/06/2016 (Hour)

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)

10. FOR ^

A. NAME B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

INFORMATION ^

CALL: ^ T e r r i S. L o n g - M i l l e r

AREACODE

NUMBER

205-3431 EXT. T e r r i . L o n g - M i l l e r @ u s i t c . g

OV

11. T A B L E O F CONTENTS

(X) S E C . DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I -THE SCHEDULE PART II - CONTRACTCLAUSES

m A SOLICITATION/CONTRACT FORM 1-2 m | i CONTRACT CLAUSES 13-21 m B SUPPLIES OR SERVICES AND PRICES/COSTS 3 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

m C DESCRIPTION/SPECSJWORK STATEMENT 4-5 m I J LIST OF ATTACHMENTS 22 m D PACKAGING AND MARKING 6 PART IV - REPRESENTATIONS AND INSTRUCTIONS

® E INSPECTION AND ACCEPTANCE 7 H K REPRESENTATIONS, CERTIFICATIONS AND 23-43

m F DELIVERIES OR PERFORMANCE 8 OTHER STATEMENTS OF OFFERORS

23-43 m G CONTRACT ADMINISTRATION DATA 9-11 m L INSTRS., CONDS., AND NOTICES TO OFFERORS 44-46

® H SPECIAL CONTRACT REQUIREMENTS 12 ® M EVALUATION FACTORS FOR AWARD 47-48

O F F E R (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within _ _ calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated polnt(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232.8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

14. ACKNOWLEDGEMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE 14. ACKNOWLEDGEMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

14. ACKNOWLEDGEMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

15A. NAME

AND

ADDRESS

OF

OFFEROR

6. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(7ype orpdnt)

15B. TELEPHONE NUMBER 15C. CHECK IF REMITTANCE ADDRESS

• IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. A M O U N T 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULLAND OPEN COMPETITION:

• 10 U.S.C. 2304 (c)( ) • 41 U.S.C. 253 (c) ( )

23. SUBMIT INVOICES TO ADDRESS SHOWN IN W

(4 copies unless otherwise specified) V

ITEM

24. ADMINISTERED BY (If other than Item 7) CODE | 25. PAYMENT WILL BE MADE BY CODE |

26. NAME OF CONTRACTING OFFICER (Type or print)

T e r r i S. L o n g - M i l l e r

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT-Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97) Prescribed by GSA - FAR (48 CFR) 53.214(c)

CONTINUATION S H E E T

REFERENCE NO. OF DOCUMENT BEING CONTINUED

ITC-RFP-16-0005

P A G E

2 48

NAME OF OFFEROR OR CONTRACTOR

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C) fJNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

00001

00002

10001

20001

30001

G l o b a l Company Database

FOB: D e s t i n a t i o n

P e r i o d o f Performance: 09/26/2016 t o 08/25/2017

G l o b a l Company Database

P e r i o d o f Performance: 09/26/2016 t o 09/25/2017

T r a i n i n g

( O p t i o n L i n e Item)

10 Days A f t e r Award

G l o b a l Company Database: O p t i o n Year 1

( O p t i o n L i n e Item)

09/26/2017

G l o b a l Company Database: O p t i o n Year 2

( O p t i o n L i n e Item)

09/26/2018

G l o b a l Company Database: O p t i o n Year 3

( O p t i o n L i n e Item)

09/26/2019

LO

LO

LO

LO

LO

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

SECTION B - Supplies or Services/Prices

B.l GENERAL INSTRUCTIONS

The United States International Trade Commission(USITC or the Commission) is issuing this open market Request for Proposal(RFP) for the purpose of obtaining access to a Global Company Database.

The USITC intends to issue a contract as a result of the RFP.

B.2 CONTRACT LINE ITEM NUMBERS (CLIN)

Description Price CLIN 00001 Base Year Global Company Database CLIN 00002 Option Training CLIN 10001 Option Year 1 Global Company Database CLIN 20001 Option Year 2 Global Company Database CLIN 30001 Option Year 3 Global Company Database

Total Firm Fixed Price

The Commission reserves the sole right to exercise any option. The option is contingent upon: 1) continued requirement of services; 2) successful performance by Contractor; and 3) availability of appropriated funds by the Congress.

Page 3 of48

ITC-RFP-16-0005

SECTION C - Description/Specifications

Cl INTRODUCTION

The U.S. hitemational Trade Commission is an independent, quasi-judicial Federal agency established by Congress with a wide range of trade-related mandates. The USITC's mission is threefold: (1) to administer U.S. trade remedy laws in a fair and objective manner; (2) to provide the President, the U.S.

Trade Representative, and the Congress with independent, quality analysis, infonnation, and support on matters of tariffs and international trade and competitiveness; and (3) to maintain the Harmonized Tariff Schedule of the United States. In doing so, the USITC serves the public by implementing U.S. law and contributing to the development and implementation of sound and informed U.S. trade policy.

C.2 BACKGROUND

In the performance of its mission, the Commission has utilized an international company database to test and deliver survey instruments intended to build information on new or emerging trade topics of interest to the President and Congress. The company database has also been used to scope the composition of foreign markets and to measure the price-cost impact of nontariff measures affecting services trade. In many instances, these efforts require infonnation on thousands of domestic and foreign firms. The availability and integrity of this data is highly important to maintaining the Commission's reputation for producing insightful and authoritative analytical products.

C.3 STATEMENT OF WORK

The USITC requires extensive company level data to support mission related international trade research and analysis. The database access would support a range of investigative purposes, including the testing and distiibution of survey instruments, the measurement of barriers to trade in services, and the scoping of market conditions.

The database shall be accessible through the internet as a site license and shall accommodate at least two(2) concurrent Commission users through an internet link accessible anywhere. A single license for unlimited use of the database, including any databases from sub-vendors integrated into the database, shall be provided through an annual subscription fee. The USITC intends to download data into Microsoft Excel spreadsheets for internal analysis and manipulation in support of its mission of providing information to the public. The contractor shall provide technical help and expert training as required throughout the period of performance.

C.S.I Performance Requirements

• Robust countiy coverage, distributed across low, medium, and high income countries.

• Comprehensive industiy coverage, including services, manufacturing, agricultural, and natural resources industries and including both small and large companies.

• Data shall be available for both public and private companies

• Available data shall include:

o General contact information, including mailing and e-mailing addresses, phone numbers, and website addresses, o Industiy classification codes, including North American Industiy Classification System(NAICS) codes among other local and international codes.

Page 4 of48 o For publicly listed companies, detailed financial information, including annual revenue, cash flow, balance sheets, profit and loss accounts, and standard financial ratios, spanning no less than 5 years.

o Ownership information, including shareholding and subsidiaries, direct and indirect ownership, ultimate owner, and corporate group, o Information on companies' employment, spanning no less than 5 years o Information on companies' merger and acquisition activity searchable by country, industry, date and other criteria.

License shall allow USITC to present both aggregate data and specific examples from the database in public reports.

Access to specialized data on banking and insurance companies and on investment A l l company infonnation must be in a standardized format that corrects for cross-country differences in filing regulations and accountancy practices.

Sufficiently detailed company coverage to allow econometric analysis of like firms at a level equivalent to no less than the 6 digit NAICS.

Downloading capability for information on thousands or tens of thousands of firms simultaneously into broadly available spreadsheet, graphic, and statistical software.

Training wil l be offered at the USITC offices. The USITC wil l provide classroom space and computers for use during the course. The contractor wil l provide all course materials.

Training Requirements(Optional)

The Contractor shall provide a one-day training course for up to 20 USITC staff members. The training is anticipated to take place at the USITC building; however, training may be provided via webinar. The USITC wil l provide classroom space and computers for use during the course. The contractor wi l l provide all course materials.

Page 5 of48

S E C T I O N D - Packaging and Marldng

D.l PACKAGING AND MARKING

A l l information and submittals, including receipts, forms, reports, and other materials provided to the Contracting Officer(CO) or the Contracting Officer Representative(COR) shall be clearly marked with the Contract number as follows: ITC-CN-16-xxxx.

Page 6 of48

S E C T I O N E - Inspection and Acceptance

E.l INSPECTION AND ACCEPTANCE

The Contractor shall only tender for acceptance those services or items that conform to the requirements of this contract. USITC reserves the right to inspect or test any deliverable that has been tendered for acceptance. USITC may require replacement of nonconforming deliverables at no additional cost. USITC wi l l exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the deliverable, unless the change is due to the defect in the deliverable.

Page 7 of48

S E C T I O N F - D E L I V E R I E S OR P E R F O R M A N C E

FJ PERIOD OF PERFORMANCE

The contract period of performance wi l l be one 12-month base year and three(3) 12-month option years.

The total period of performance is anticipated to be a maximum of 48 months, i f the Option Years are exercised.

Base Year: September 26, 2016 - September 25, 2017 Option Year 1 September 26,2017 - September 25, 2018 Option Year 2 September 26, 2018 - September 25, 2019 Option Year 3 September 26, 2019 - September 25, 2020

F.2 PLACE OF PERFORMANCE

A l l work shall be performed at the contractor's facility. USITC wil l have access to the database via web browser.

Training shall be provided onsite at the USITC. I f the offeror can't satisfy the onsite requirements for training the offeror can perform training via webinar. (see C.3.2 Training Requirements-Optional)

U.S. International Trade Commission 500 E Street, SW Washington, DC 20436

F.3 SCHEDULE OF DELIVERABLES

The Contractor shall provide the following deliverable(s) with some deliverable dates to be negotiated at time of award:

# Deliverable Distribution Due Date(on or before)

1 Global Company Database - Training(optional)

COR Ten(10) days after award

Page 8 of48

SECTION G - Contract Administration

G. 1 AUTHORITIES

G . l . l Contracting Officer's Representative (COR)

Contracting Officer's Representative (COR): The COR is the individual within the program management function who has overall technical responsibility for this effort. The COR supports the Contracting Officer (CO) during the administration of the effort by:

Making final decisions regarding any recommended rejection of deliverables;

Providing technical clarification relative to overall workload matters;

Providing advice and guidance to the Contractor in the preparation of deliverables and services;

Providing acceptance of deliverable products to assure compliance with requirements.

The COR also provides technical direction to the Contractor which may serve to accomplish the purpose of this effort. The COR does not have the authority to and may not issue a technical direction that:

Constitutes an assignment of work outside the general scope of this effort;

Constitutes a change as defined in the "Changes" clause;

In any way causes an increase or decrease in cost or time required for performance;

Changes any of the terms, conditions, or other requirements of this effort; and Suspend or terminate any portion of this effort.

A l l technical direction shall be issued in writing by the COR. A copy of the written direction shall be provided to the CO. In addition to providing technical direction, the COR wil l :

Monitor the Contractor's technical progress, including surveillance and assessment of performance and recommend to the CO any changes in the requirement;

• Assist the Contractor in the resolution of technical problems encountered during performance;

and

• Perform inspection and acceptance or recommendation for rejection of Contractor deliverables and identify deficiencies in deliverable items. This does not replace any other quality assurance inspection requirements that are specified elsewhere within this document.

If, in the opinion of the Contractor, any instruction or direction issued by the COR is outside his/her authority, the Contractor shall not proceed but shall immediately notify the CO in writing after receipt of instruction or direction, with an informational copy to the COR.

Name: TBD Title:

Location:

Phone / Email:

G.1.2 Contracting Officer (CO)

Contracting Officer: The CO, in accordance with Subpart 1.6 of the Federal Acquisition Regulation, is the only person authorized to make or approve any changes in any of the requirements of this Order, and

Page 9 of48 notwithstanding any clauses contained elsewhere herein, the said authority remains solely with the CO. No payment wi l l be made for any unauthorized changes to the work specified herein. This includes any services performed by the Contractor on his or her own volition or at the request of an individual other than a duly appointed Contracting Officer. Only a duly appointed CO is authorized to change the specifications, terms and conditions under this effort.

In the event the Contractor makes any changes at the direction of any person other than the CO, the change wil l be considered to have been made without authority and no adjustment wi l l be made in the contract price to cover any increase in cost incurred as a result thereof.

Name: Terri Long-Miller Title: Contracting Officer Location: U S International Trade Commission

Office of Procurement 500 E Street, SW Washington, DC 20436 Phone: 202-205-3431 Email Address: terri.long-miller(g).usitc,gov

G.2 OTHER ADMINISTRATIVE CONSIDERATIONS

G.2.1 Correspondence

To promote timely and effective administration, correspondence shall be subject to the following procedures:

(a) Technical correspondence (where technical issues relating to compliance with the requirements herein) shall be addressed to the COR with an information copy to the CO.

(b) A l l other correspondence shall be addressed to the CO with an information copy to the COR.

G.2.2 Invoices

A l l invoices shall be submitted to the following address: INVOICES@USITC.GOV

To constitute a proper invoice, each invoice submitted shall include the following information and/or attached documentation:

1. Name and address of the contractor;

2. Invoice date and number;

3. Contract number; ITC-CN-16-XXXX

4. Description, price, and quantity of services/supplies actually rendered/delivered;

5. Delivery date/Period of Performance covered by the invoice;

6. Payment terms;

7. Name and address of the contractor's official to whom payment is to be sent. The "Remit To" address must correspond to the remittance address in this contract;

8. Name, title, phone number, and mailing address of contact person to be notified in the event of a defective invoice; and

9. A breakdown of labor hours by labor categories provided to the USITC, i f applicable.

Final invoice shall be marked "FINAL I N V O I C E . "

G.3 AUTHORITY TO OBLIGATE THE GOVERNMENT

The Contracting Officer is the only individual who can legally commit or obligate the Government to the expenditure of public funds. No cost chargeable to the contract can be incurred before receipt of a fully executed contract or specific authorization from the Contracting Officer.

SECTION H - Special Contract Requirements

H.I SECTION 508 OF THE REHABILITATION ACT

Section 508 of Rehabilitation Act of 1973 (29 U.S.C. 794d) requires access to and use of information by individuals with disabilities. A deliverable such as electronic reports (ex: PDF files) to be placed on the web (either on the agency's web server of the company's), video footage, or other electronic data such as CD-ROMs to be distributed, are subject to Section 508 guidelines. Simplified, this means that PDF files need to be formatted so that they are "readable" by assistive technology devices such as screen readers. Video footage must be closed captioned. CD-ROMs which contain HTML, PDF, or word processor files must be accessible.

H.2 PROHIBITION AGAINST INHERENTLY GOVERNMENTAL FUNCTIONS

The contactor shall not perform any inherently governmental function, as defined in FAR 2.101, under this contract. No contractor employee shall state, either orally or in writing, at any time, that s/he is acting on behalf of the Government.

SECTION I - Contract Clauses

Ll A VAILABILITY OF CLA USES

52.202- 1 DEFINITIONS. (NOV 2013)

52.203- 3 GRATUITIES . (APR 1984)

52.203-7 A N T I - K I C K B A C K PROCEDURES. (MAY 2014)

52.203- 17 CONTRACTOR E M P L O Y E E W H I S T L E B L O W E R RIGHTS AND

R E Q U I R E M E N T TO INFORM E M P L O Y E E S O F W H I S T L E B L O W E R RIGHTS

(APR 2014)

52.204- 4 PRINTED OR COPTED DOUBLE-SIDED ON R E C Y C L E D PAPER. (MAY 2011)

52.204-7 S Y S T E M F O R AWARD MANAGEMENT SYSTEM. (JUL 2013)

52.204-13 S Y S T E M F O R AWARD MANAGEMENT MAINTENANCE (JUL 2013)

52.204-19 INCORPORATION B Y R E F E R E N C E OF REPRESENTATIONS AND

C E R T I F I C A T I O N S (DEC 2014)

52.209-10 PROHIBITION ON CONTRACTING W I T H I N V E R T E D DOMESTIC

CORPORATIONS (NOV 2015)

52.212-1 INSTRUCTIONS TO O F F E R O R S - C O M M E R C I A L I T E M S (OCT 2015)

52.212-4 CONTRACT TERMS AND CONDITIONS ~ C O M M E R C I A L ITEMS (MAY

2015)

52.232-39 U N E N F O R C E A B I L I T Y OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

52.232-40 PROVIDING A C C E L E R A T E D PAYMENTS TO S M A L L BUSINESS

SUBCONTRACTORS (DEC 2013)

52.242- 13 BANKRUPTCY (JUL 95)

52.243- 1 C H A N G E S - F I X E D P R I C E , A L T E R N A T E I (APR 1984)

L2 CLAUSES INCORPORATED BY FULL TEXT

52.212-5 ~ CONTRACT TERMS AND CONDITIONS R E Q U I R E D TO I M P L E M E N T

STATUTES OR E X E C U T I V E O R D E R S - C O M M E R C I A L I T E M S (JUN 2016)

(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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

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

(3) 52.233-4, Applicable Law for Breach of Conn-act Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(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:

x ( l ) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C.

3509).

(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).

X (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) [Reserved]

(6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L . 111-117, section 743 of Div. C).

(7) 52.204-15, Service Contract Reporting Requirements for Indefmite-Deliveiy Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

(10) [Reserved]

(11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

(ii) Alternate I (Nov 2011) of 52.219-3.

(12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

(ii) Alternate I (Jan 2011) of 52.219-4.

(13) [Reserved]

(14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

(ii) Alternate I (Nov 2011).

(iii) Alternate I I (Nov 2011).

(15) (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 I I (Mar 2004) of 52.219-7.

X_(16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

(17) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637 (d)(4)).

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

(iii) Alternate I I (Oct 2001) of 52.219-9.

(iv) Alternate I I I (Oct 2015) of 52.219-9.

(18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

(19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

(20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

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

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

X_(22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

(23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

(24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

X_(25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2016) (E.O.

13126).

X_(27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X_(28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

X_(29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

X_(30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

X_(31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X . (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

(ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 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.)

(36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.0.13693).

(37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

(38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014)

(E.O.s 13423 and 13514

(ii) Alternate I (Oct 2015) of 52.223-13.

(39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-14.

(40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C.

8259b).

(41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct

2015) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-16.

X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug

2011) (E.O.13513).

(43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

(44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

(45) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

(46) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (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, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110- 138, 112-41, 112-42, and 112-43).

(ii) Alternate I (May 2014) of 52.225-3.

(iii) Alternate I I (May 2014) of 52.225-3.

(iv) Alternate in (May 2014) of 52.225-3.

(47) 52.225-5, Trade Agreements (Feb 2016) (19 U.S.C. 2501, etseq., 19 U.S.C. 3301 note).

X (48) 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).

(49) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(50) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.

5150).

(51) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

(52) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

(53) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

X_(54) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C. 3332).

(55) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award

Management (Jul 2013) (31 U.S.C. 3332).

(56) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

(57) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

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

2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

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

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

(1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

(2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67.).

(3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards - Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C.206 and 41 U.S.C.

chapter 67).

(5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards - Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to

Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42

U.S.C. 1792).

(10) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(l)).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) i f 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. I f this contract is completely or partially teraiinated, 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 Contactor 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.

(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 (Oct 2015) (41 U.S.C.

3509).

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. I f the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($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) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.

793).

(viii) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(ix) 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.

(x) 52.222-41, Service Contact Labor Standards (May 2014), (41 U.S.C. chapter 67).'

(xi) (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C.

chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67.)

(xiii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements (May 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xviii) 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 necessaiy to satisfy its contractual obligations.

(End of Clause)

52.217-8 OPTION TO EXTEND S E R V I C E S . (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

(End of clause)

52.217-9 OPTION TO EXTEND T H E T E R M OF T H E CONTRACT. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 calendar days of expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) I f the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 48 months.

(End of clause)

52.252-2 CLAUSES INCORPORATED B Y R E F E R E N C E . (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as i f they were given in ful l text. Upon request, the Contracting Officer wil l make their full text available. Also, the fu l l text of a clause may be accessed electronically at this/these address(es):

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

(End of clause)

SECTION J - List of Documents, Exhibits and Other Attachments

J.l List of Documents, Exhibits, and Other Attachments

Attachment I Past Experience/Past Performance Reference Information Form

S E C T I O N K - Representations, Certifications, and Other Statements of Offeror

KI CLAUSES INCORPORATED BY REFERENCE

52.209-2 PROHIBITION ON CONTRACTING W I T H INVERTED D O M E S T I C

C O R P O R A T I O N S - R E P R E S E N T A T I O N (NOV 2015)

52.225-25 PROHIBITION ON CONTRACTING W I T H E N T I T I E S ENGAGING IN

SANCTIONED A C T I V I T I E S R E L A T I N G TO IRAN - R E P R E S E N T A T I O N AND

C E R T I F I C A T I O N . (NOV 2011)

K.2 CLA USES INCORPORATED BY FULL TEXT

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (OCT 2015)

(a)

(1) The Offeror certifies, to the best of its knowledge and belief, that -

(i) The Offeror and/or any of its Principals -

(A) Are [ J are not [ J presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have [_J have not [ J , within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen propeity ( i f offeror checks "have", the offeror shall also see 52.209-7, i f included in this solicitation); and

(C) Are [ J are not [ J presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(l)(i)(B) of this provision; and

(D) Have [_J, have not [_JS within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.

(1) Federal taxes are considered delinquent i f both of the following criteria apply:

(i) The tax liability is finally determined. The liability is finally determined i f it has been assessed. A liability is not finally determined i f there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.

(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent i f the taxpayer has failed to pay the tax liability when ful l payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded.

(2) Examples.

(i) The taxpayer has received a statutory notice of deficiency, under I.R.C. §6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this wi l l not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. §6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court i f the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability.

This is not a delinquent tax because it is not a final tax liability.

Should the taxpayer seek tax court review, this wi l l not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. §6159. The taxpayer is making timely payments and is in ful l compliance with the agreement terms.

The taxpayer is not delinquent because the taxpayer is not currently required to make ful l payment.

(iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code).

(ii) The Offeror has [ [ J has not [_], within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) "Principal," for the purposes of this certification, means an officer; director; owner; partner; or a person having primary management or supervisoiy responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification

May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code.

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) A certification that any of the items in paragraph (a) of this provision exists wi l l not necessarily result in withholding of an award under this solicitation. However, the certification wi l l be considered in connection with a deteiTnination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. I f it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

(End of Provision)

52.209-7 INFORMATION R E G A R D I N G RESPONSIBILITY M A T T E R S (JUL 2013)

(a) Definitions. As used in this provision—

"Administrative proceeding" means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Confract Appeals Proceedings). This includes administrative proceeding at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

"Federal contracts and grants with total value greater than $10,000,000" means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

"Principal" means an officer, director, owner, partner, or a person having primary management or supervisoiy responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ J has [_} does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) I f the offeror checked "has" in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetaiy fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor i f the proceeding could have led to any of the outcomes specified in paragraphs (c)(l)(i), (c)(1)(h), or (c)(l)(iii) of this provision.

(2) I f the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(l)(i) through (c)(l)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management database via https://www.acquisition.gov (see 52.204-7).

(End of provision)

52.212-3 O F F E R O R REPRESENTATIONS AND C E R T I F I C A T I O N S - C O M M E R C I A L I T E M S

(JUL 2016)

The offeror shall complete only paragraphs (b) of this provision i f the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) Web site accessed through http://www.sam.gov/portal. I f the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (r) 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. I f 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…