RFP 70Z08421RAA550100 MESS ATTEND TC YORKTOWN.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR X SET ASIDE: %

FOR:So

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A) Sole Source

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

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

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

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 40

2121841QWF001

70Z08421RAA550100 4/17/2021

Danielle Tonsel 757-628-4453

5/12/2021 12:00 PM EST

United States Coast Guard

Director of Operational Logistics (931)

300 East Main Street Suite 965

Norfolk VA 23510

X

722310

$41.5M

N/A

U.S. Coast Guard Training Center Yorktown

1 U.S. Coast Training Center Road

Yorktown, VA 23690-5000

Danielle Tonsel

USCG DOL (931)

300 East Main Street Suite 965

Norfolk, VA 23510

51800

Commanding Officer

CG Finance Center

1430A Kristina Way

Chesapeake VA 23326-0624

(800) 564-5504

Provide Mess Attendant Services at the U.S. Coast Guard

Training Center, Yorktown, VA at the Main Dining Facility

(MDF/Galley) and the Port of York (POY) Dining Facility, for a

Base Period beginning on or about 01 June 2021 through 31

March 2022, with four (4) 12-month option periods, if exercised by the Government, ending by 31 May 2026.

X X

RFP 70Z08421RAA550100 PAGE 2 OF 40

MESS ATTENDANT SERVICES AT USCG TRAINING CENTER, YORKTOWN, VA

ATTENTION TO OFFERORS

U.S. Coast Guard (USCG) Director of Operational Logistics (DOL) invites you to submit an offer via the Acquisition of

Commercial Items and (Federal Acquisition Regulation [FAR] Parts 12, 15 and 19), to provide commercial Mess

Attendant Services at U.S Coast Guard Training Center, Yorktown, VA

This requirement is issued via procedures for ECONOMICALLY DISADVANTAGED WOMEN-OWNED

SMALL BUSINESSES in accordance with FAR 19.15

The North American Industry Classification System (NAICS) code that applies to this Request for Proposal (RFP) is

722310 (Food Service Contractors) and its size standard is $41.5M.

These services are being solicited under RFP Number:

70Z08421RAA550100

Any and all questions regarding this solicitation shall be submitted in writing via email to the Contract Specialist, Danielle Tonsel, Danielle.E.Tonsel@uscg.mil by 12:00 PM EST, May 7, 2021.

PLEASE CAREFULLY READ AND COMPLETE THE ENTIRE SOLICITATION DOCUMENT. The following information is highlighted for your attention:

1. Be sure to complete the SF1449 first page of offer, including appropriate signature.

2. Be sure to complete all required prices set forth in the Schedule of Prices, Unit Price and Total Amount information required.

3. Be sure to read FAR Provisions 52.212-1 Instructions to Offerors -- Commercial Items.

4. Be sure that your offer reaches this office by the time and date specified in Block #8 of the SF1449, and/or any amendments thereto.

DUE DATE:

Proposal shall be submitted by 12:00 PM EST Wednesday, May 12, 2021 via email to Danielle Tonsel at

Danielle.E.Tonsel@uscg.mil. Facsimile submission is not authorized under this announcement.

FAILURE TO COMPLETE THE SOLICITATION DOCUMENTS AND AMENDMENTS AS REQUIRED MAY

RESULT IN DELAY OF AWARD OR DETERMINATION THAT YOUR OFFER IS NOT RESPONSIVE.

SITE VISIT:

TRAINING CENTER YORKTOWN MESS ATTENDANT SITE VISIT INFORMATION AND SCHEDULE IS

LOCATED ON PAGE 27 OF 40, See E.8 FAR Provision 52.237-1 Site Visit (Apr 1984).

mailto:Danielle.E.Tonsel@uscg.mil

RFP 70Z08421RAA550100 PAGE 3 OF 40

TABLE OF CONTENTS

SECTION B: CONTINUATION OF SF 1449 BLOCKS………………………..…………………………………...5

B.1 CONTRACT ADMINITRATION DATA……………………………………..…………………………………….5

B.2 SCHEDULE OF PRICES……………………………………………………………………..…………………..….7

SECTION C: TERMS AND CONDITIONS………………………………………….……………………………

C.1 ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS………………......…….…………..8

C.2 52.203-17 CONTRACT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENTS TO INFORM

EMPLOYEES OF WHISTLEBLOWER RIGHTS…………..…………………....….……………………………..……8

C.3 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES

DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (DEVIATION 20-05).8

C.4 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (DEVIATION 20-05)…………………………………………….…9

C.5 52.217-8 OPTION TO EXTEND SERVICES…………….…………………………………………………………11

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT……………….……….……………………11

C.7 52.219-14 LIMITATIONS ON SUBCONTRACTING (DEVIATION 19-01)……………………………………...11

C.8 52.219-29 NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY

DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (DEVIATION 19-01).……..…………..12

C.9 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC

2013) (DEVIATION APR 2020) …………………………………………………………………………..…………

C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE ………………………………………………………13

C.11 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES……………………………………….………………

C.12 HSAR 3052.212-70 CONTRACT TERMS AND CONDITIONS APPICABLE TO DHS ACQUISITION OF

COMMERCIAL ITEMS…………………………...…………………………………………………….………….……14

C.13 3052.209-70 PROHIBITION ON CONTRACTS WITH CORPORATE EXPATRIATES….…………………….14

C.14 3052.215-70 KEY PERSONNEL OR FACILITIES……………...…………………….………………………

C.15 3052.228-70 INSURANCE………………………………………………………………………………....……

C.16 GCAP 2004-1301-9- POLICY FOR A COMMON IDENTIFICATION STANDARD FOR FEDERAL

EMPLOYEES AND CONTRACTORS AND TRUSTED ASSOCIATE SPONSORSHIP SYSTEM (TASS)………...16

C.17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS-COMMERCIAL ITEMS………………………………………………

SECTION D: CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS………………

ATTACHMENTS

ATTACHMENT 1: PERFORMANCE WORK STATEMENT (PWS)

ATTACHMENT 2: CBA WD NO. 2020-0291, REV. 1, DATED 12/10/2020

ATTACHMENT 3: MANNING CHART

RFP 70Z08421RAA550100 PAGE 4 OF 40

ATTACHMENT 4: QASP (QUALITY ASSURANCE SURVEILLANCE PLAN)

ATTACHMENT 5: HEALTH CRISIS AND/OR HEALTH PANDEMIC OPERATION

FOR THE MAIN DINING FACILITY

ATTACHMENT 6: HEALTH CRISIS AND/OR HEALTH PANDEMIC T-ROM

OPERATION FOR THE PORT OF YORK

ATTACHMENT 7: CONTRACT DISCREPANCY REPORT (CDR)

ATTACHMENT 8: PAST PERFORMANCE QUESTIONNAIRE (PPQ)

TECHNICAL EXHIBITS

TE-1 GOVERNMENT FURNISHED PROPERTY

TE-2 FOOD SERVICE ESTABLISHMENT INSPECTION REPORT FORM CG-5145

TE-3 MEET AND GREET HISTORICAL

TE-4 ACTUAL MEALS SERVED DATA (HISTORICAL)

TE-5 SEATING CHART AND TABLE LOCATIONS

TE-6 DRESS CODE

TE-7 CG-4901 MEAL SIGN IN SHEETS

TE-8 CLEANING MATRIX

TE-9 EQUIPMENT LIST (CLEANING)

TE-10 EXAMPLE OF REOCCURING INVENTORY

TE-11 AUTHORIZED VENDORS ACCESS LIST

SECTION E: SOLICITATION AND PROVISIONS………………………………………….……………………23

E.1 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERICAL ITEMS ….………………………………………..23

E.2 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (OCT 2020)………………………………………………………...23

E.3 52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES-REPRESENTATION……..25

E.4 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS……………………..………………..25

E.5 52.209-11 REPRESENTATION BY CORPORATINS REGARDING DELINQUENT TAX LIABILITY OR A

FELONY CONVITION UNDER ANY FEDERAL LAW….………………...…

E.6 52.216-1 TYPE OF CONTRACT ………………………………………….…………..…………………………...26

E.7 52.233-2 SERVICE OF PROTEST………………………………..…………………………

E.8 52.237-1 SITE VISIT …..…………………………………………………….……………………

E.9 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE………………………………...27

E.10 52.252-2 AUTHORIZED DEVIATIONS IN PROVISIONS…………………………………......……………….28

E.11 52.212-2 EVALUATION……………………………..……………………………………..……………………..28

E.12 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-COMMERCIAL ITEMS……………...29

RFP 70Z08421RAA550100 PAGE 5 OF 40

SECTION B – CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

1. CONTRACT ADMINISTRATION: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR: TBD

b. GOVERNMENT: Darryl Person, Contracting Officer

U.S. Coast Guard

Director of Operational Logistics (DOL 931)

300 E. Main Street, Suite 965, Norfolk, VA 23510

757-628-4129 or Darryl.Person@uscg.mil

Danielle Tonsel, Contract Specialist/Contracting Officer

U.S. Coast Guard

Director of Operational Logistics (DOL 931)

300 E. Main Street, Suite 965, Norfolk, VA 23510

757-628-4453 or Danielle.E.Tonsel@uscg.mil

Maria Nestico, Administrative Contracting Officer (ACO)

U.S. Coast Guard Training Center

1 U.S. Coast Guard, Yorktown, VA 23690-5000

Office# 757-856-2332, Telework Cell# 757-218-5919 or

Maria.L.Nestico@uscg.mil

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the Contractor will be made in accordance with:

☒ FAR 52.232-33, Payment by Electronic Funds Transfer – Systems for Award Management, or

☐ FAR 52.232-36, Payment by Third Party

3. INVOICES: Invoices shall be submitted in arrears:

a. Quarterly ☐

b. Semi-Annually ☐

c. Other ☒ - Monthly in arrears

4. GOVERNMENT INVOICE: All invoices from the Contractor shall be submitted electronically in accordance with

FAR 52.232-33 (Oct 2018).

Using Internet Explorer (not Google Chrome, Yahoo, Firefox, etc.) select the link:

http://www.fincen.uscg.mil/electron_cg24.htm

Click Online: Coast Guard Award Invoices or Contract/Order Invoices. This will take you to a login page.

Please click on the link for the USCG Vendor Electronic Invoice Submissions Quick Reference Guide which will walk you through the process of creating a login and password needed to electronically submit invoices.

https://www.fincen.uscg.mil/centralinv/USCGVendorElectronicInvoiceSubmissionsQuickReferenceGuide.pdf mailto:Darryl.Person@uscg.mil mailto:Maria.L.Nestico@uscg.mil http://www.fincen.uscg.mil/electron_cg24.htm https://www.fincen.uscg.mil/centralinv/USCGVendorElectronicInvoiceSubmissionsQuickReferenceGuide.pdf

RFP 70Z08421RAA550100 PAGE 6 OF 40

When filling out the Contractor Invoice Submission Form please be sure to select the Invoice Routing Code

(SILC PCB-2) so the invoice reaches our office for processing. Please make sure you insert the contract and invoice number as it is documented on your invoice.

If you have difficulties uploading your invoice, contact the Finance Center’s Customer Service Team at (757)

523-6940.

Copies shall also be emailed to the Contract Specialist, ACO, and the COR.

The web submission requires the Contractor to complete the Invoice Receipt Cover Form, select the Invoice

Routing Code, and attach a PDF file of the invoice and any other supporting documentation.

A sample of the Invoice Receipt Cover Form is provided below. Mandatory information to be completed is highlighted in red on the website.

5. ACKNOWLEDGEMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

Amendment No. Date

Invoice Routing Code:

SILC PCB-2 (help) Invoice Receipt Date:

MM/DD/YY

(help)

Contract Number:

Requisition Number:

Delivery/Task Order Number:

Invoice Number:

MM/DD/Y

Invoice Date:

Invoice Amount:

Discount Terms:

Net Days (help)

Y

Discount Days

Contractor Information Attachment of Official Invoice

Contractor Name:

Submitter Name:

Submitter Email:

Submitter Phone:

RFP 70Z08421RAA550100 PAGE 7 OF 40

B.2 SCHEDULE OF PRICES

ITEM DESCRIPTION QTY UNIT UNIT PRICE TOTAL AMOUNT

0001 BASE PERIOD

01 JUNE 2021 – 31 MARCH 2022

MESS ATTENDANT SERVICES AT USCG

TRAINING CENTER, YORKTOWN, VA

MO

1001 FIRST OPTION PERIOD

01 APRIL 2022 – 31 MARCH 2023

2001 SECOND OPTION PERIOD

01 APRIL 2023 – 31 MARCH 2024

3001 THIRD OPTION PERIOD

1 APRIL 2024 – 31 MARCH 2025

4001 FOURTH OPTION PERIOD

01 APRIL 2025 – 31 MARCH 2026

TOTAL AMOUNT 0001 THROUGH 4001 $

RFP 70Z08421RAA550100 PAGE 8 OF 40

SECTION C – TERMS AND CONDITIONS

FAR Clause 52.212-4 Contract Terms and Conditions—Commercial Items (Oct 2018) (See SF1449)

C.1 ADDENDUM to FAR Clause 52.212-4 Contract Terms and Conditions—Commercial Items

The following clauses are incorporated into 52.212-4 as an addendum:

C.2 FAR Clause 52.203-17 Contract Employee Whistleblower Rights and Requirement to Inform Employees of

Whistleblower Rights (SEP 2013) (DHS-USCG deviation 14-01)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies in the enhancement of whistleblower protections for Contract Employees established at 10 U.S.C. 2409 by section 827 of the

NDAA for Fiscal Year 2013 (Pub. L. 112-239) and FAR 3.908

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 10 U.S.C. 2409, as described in section 3.908 of the FAR.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold.

(End of Clause)

C. 3 FAR Clause 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities (DEVIATION 20-05)

(a) Definitions. As used in this clause

"Covered article" means any hardware, software, or service that

(1) Is developed or provided by a covered entity;

(2) Includes any hardware, software, or service developed or provided in whole or in part by a covered entity; or

(3) Contains components using any hardware or software developed in whole or in part by a covered entity.

"Covered entity" means

(1) Kaspersky Lab;

(2) Any successor entity to Kaspersky Lab;

(3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or

(4) Any entity of which Kaspersky Lab has a majority ownership.

(b) Prohibition. Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115-

91) prohibits Government use of any covered article. The Contractor is prohibited from

(1) Providing any covered article that the Government will use on or after October 1, 2018; and

(2) Using any covered article on or after October 1, 2018, in the development of data or deliverables first produced in the performance of the contract.

(c) Reporting requirement.

(1) In the event the Contractor identifies covered article provided to the Government during contract performance, or the

Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report, in writing, via email, to the Contracting Officer, Contracting Officer's Representative, and the Enterprise Security Operations Center

(SOC) at NDAA Incidents@hq.dhs.gov, with required information in the body of the email. In the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the

Contractor shall report to the Enterprise SOC, Contracting Officer for the indefinite delivery contract and the Contracting

Officer(s) and Contracting Officer's Representative(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph ( c )(1) of this clause:

(i) Within 1 business day from the date of such identification or notification: the contract number; the order number( s ), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

http://uscode.house.gov/ https://acquisition.gov/far/current/html/Subpart%203_9.html#wp1081284 http://uscode.house.gov/ https://acquisition.gov/far/current/html/Subpart%203_9.html#wp1081284

RFP 70Z08421RAA550100 PAGE 9 OF 40

(ii) Within 10 business days of submitting the report pursuant to paragraph (c)(l) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered article, any reasons that led to the use or submission of the covered article, and any additional efforts that will be incorporated to prevent future use or submission of covered articles.

(c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph ( d), in all subcontracts, including subcontracts for the acquisition of commercial items.

(End of clause)

C.4 FAR Clause 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment (DEVIATION 20-05) (DEC 2020)

(a) Definitions. As used in this clause-

"Backhaul" means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

"Covered foreign country" means The People's Republic of China.

"Covered telecommunications equipment or services" means-

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation ( or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by

Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology

Company ( or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of

Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

"Critical technology" means-

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration

Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled-

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or Attachment 1 FAR Class Deviation 2020-05, Revision 2

Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations ( relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of2018

(50 U.S.C. 4817).

"Interconnection arrangements" means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered ( e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

"Reasonable inquiry" means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

"Roaming" means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

RFP 70Z08421RAA550100 PAGE 10 OF 40

"Substantial or essential component" means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition.

(1) Section 889(a)(l)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-

232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. Attachment 1 FAR Class

Deviation 2020-05, Revision 2 Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment

(2) Section 889(a)(l)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-

232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4 .2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(c) Exceptions. This clause does not prohibit contractors from providing-

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements;

or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the

Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause in writing via email to the Contracting Officer, Contracting Officer's

Representative, and the Network Operations Security Center (NOSC) at NDAA Incidents@hg.dhs.gov, with required information in the body of the email. In the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the NOSC, Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) and Contracting Officer's Representative(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https :// dibnet. clod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(l) of this clause

(i) Within one business day from the date of such identification or notification: the contract number; the order number( s ), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity

(CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and Attachment 1 FAR Class Deviation 2020-05, Revision 2 Prohibition on

Contracting for Certain Telecommunications and Video Surveillance Services or Equipment any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph ( d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph ( e) and excluding paragraph (b )(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

RFP 70Z08421RAA550100 PAGE 11 OF 40

C.5 FAR Clause 52.217-8 Option to Extend Services (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of

Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor at any time prior to the expiration of the contract.

C.6 FAR Clause 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 calendar days prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

C.7 FAR Clause 52.219-14 Limitations on Subcontracting (DEVIATION 19-01) (AUG 2020)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. “Similarly situated entity,” as used in this clause, means a first-tier subcontractor, including an independent contractor, that—

(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status);

and

(2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to—

(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and

19.15;

(4) Orders expected to exceed the simplified acquisition threshold and that are—

(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and

16.505(b)(2)(i)(F);or

(ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

(5) Orders, regardless of dollar value, that are—

(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or

(ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and

(6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that, in performance of a contract assigned a North American Industry Classification System (NAICS) code for—

(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a

RFP 70Z08421RAA550100 PAGE 12 OF 40

contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract;

(2) Supplies (other than procurement from a non-manufacturer of such supplies), it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract;

(3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 85 percent subcontract amount that cannot be exceeded; or

(4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor’s 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

(1) For contracts, in accordance with paragraphs (c)(1), (2), (3), and (6) of this clause –

Contracting Officer check as appropriate.

__By the end of the base term of the contract and then by the end of each subsequent option period; or __By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

C.8 FAR Clause 52.219-29 Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-

Owned Small Business Concerns (DEVIATION 19-01) (AUG 2020)

(a) Definitions. “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 (WOSB) concern eligible under the WOSB Program.

“WOSB Program Repository” means a secure, Web-based application that collects, stores, and disseminates documents to the contracting community and SBA, which verify the eligibility of a business concern for a contract to be awarded under the WOSB Program.

(b) Applicability. This clause applies only to—

(1) Contracts that have been set aside for, or awarded on a sole source basis to, EDWOSB concerns;

(2) Part or parts of a multiple-award contract that have been set aside for EDWOSB concerns;

(3) Orders set aside for EDWOSB concerns under multiple-award contracts as described in 8.405-5 and

16.505(b)(2)(i)(F); and

(4) Orders issued directly to EDWOSB concerns under multiple-award contracts as described in 19.504(c)(1)(ii).

(c) General.

(1) Offers are solicited only from EDWOSB concerns. Offers received from concerns that are not EDWOSB concerns will not be considered.

(2) Any award resulting from this solicitation will be made to an EDWOSB concern.

(3) The Contracting Officer will ensure that the apparent successful offeror has provided all required documents to the

WOSB Program Repository. The contract will not be awarded until all required documents are received

(d) Joint Venture. A joint venture may be considered an EDWOSB concern if—

(1) It meets the applicable size standard corresponding to the North American Industry Classification System code assigned to the contract, unless an exception to affiliation applies pursuant to 13 CFR 121.103(h)(3);

RFP 70Z08421RAA550100 PAGE 13 OF 40

(2) The EDWOSB participant of the joint venture is designated in the System for Award Management as an EDWOSB concern;

(3) The parties to the joint venture have entered into a written joint venture agreement that contains provisions—

(i) Setting forth the purpose of the joint venture;

(ii) Designating an EDWOSB concern as the managing venturer of the joint venture, and an employee of the managing venturer as the project manager responsible for the performance of the contract;

(iii) Stating that not less than 51 percent of the net profits earned by the joint venture will be distributed to the EDWOSB;

(iv) Specifying the responsibilities of the parties with regard to contract performance, sources of labor, and negotiation of the EDWOSB contract; and

(v) Requiring the final original records be retained by the managing venturer upon completion of the EDWOSB contract performed by the joint venture; and

(4) The Contracting Officer executes the contract in the name of the EDWOSB or joint venture.

C.9 FAR Clause 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC 2013)

(DEVIATION APR 2020)

(a)(l) In accordance with 31 U.S.C. 3903 and 10 U.S.C. 2307, upon receipt of accelerated payments from the

Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract in accordance with the accelerated payment date established, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, with a goal of 15 days after receipt of a proper invoice and all other required documentation from the small business subcontractor if a specific payment date is not established by contract.

(2) The Contractor agrees to make such payments to its small business subcontractors without any further consideration from or fees charged to the subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial items.

C.10 FAR Clause 52.252-2 Clauses Incorporated by Reference (Feb 1998)

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

52.204-7 System for Award Management Oct 2018

52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011

52.204-18 Commercial and Government Entity Code Maintenance Aug 2020

52.223-2 Affirmative Procurement of Biobased Products Under Service and

Construction Contracts Sep 2013

52.225-13 Restrictions on Certain Foreign Purchases Jun 2008

52.228-5 Insurance-Work on a Government Installation Jan 1997

52.232-33 Payment by Electronic Funds Transfer-Systems for Award Management Oct 2018

52.237-2 Protection of Government Buildings, Equipment, and Vegetation Apr 1984

52.242-15 Stop Work Order Aug 1989

52.248-1 Value Engineering Jun 2020 https://acquisition.gov/browsefar

RFP 70Z08421RAA550100 PAGE 14 OF 40

C.11 FAR Clause 52.252-6 Authorized Deviations in Clauses (Apr 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Homeland Security Acquisition Regulation (48 CFR 30) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

Homeland Security Acquisition Regulation (HSAR) Clauses

C.12 HSAR Clause 3052.212-70 Contract Terms and Conditions Applicable to DHS Acquisition of

Commercial Items (Sep 2012)

The Contractor agrees to comply with any provision or clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The provision or clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The following provisions and clauses are incorporated by reference:

(b) Clauses.

☒ 3052.204-71 Contractor Employee Access (Sep 2012)

☒ 3052.205-70 Advertisement, Publicizing Awards, and Releases (Sep 2012)

☒ 3052.222-70 Strikes or Picketing Affecting Timely Completion of the Contract Work (Dec 2003)

☒ 3052.222-71 Strikes or Picketing Affecting Access to a DHS Facility (Dec 2003)

☒ 3052.222-90 Local Hire (USCG) (Jun 2006)

☒ 3052.223-70 Removal or Disposal of Hazardous Substances – Applicable Licenses and Permits (Jun 2006)

☒ 3052.223-90 Accident and Fire Reporting (USCG) (Dec 2003)

☒ 3052.242-72 Contracting Officer’s Technical Representative (Dec 2003)

C.13 HSAR Clause 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 by reason of holding a capital or profits interest in the domestic partnership; and

RFP 70Z08421RAA550100 PAGE 15 OF 40

(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 an acquisition described in section 835(b)(1) of the

Homeland Security Act, 6 U.S.C. 395(b)(1).

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

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

(d) Special rule for related partnerships. For purposes of applying section 835(b) of the Homeland Security Act, 6 U.S.C.

395(b) to the acquisition of a domestic partnership, except as provided in regulations, all domestic partnerships which are under common control (within the meaning of section 482 of the Internal Revenue Code of 1986) shall be treated as a partnership.

(e) Treatment of Certain Rights.

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

(i) warrants;

(ii) options;

(iii) contracts to acquire stock;

(iv) convertible debt instruments; and

(v) others similar interests.

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

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

__ it is not a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of (HSAR) 48 CFR 3009.108-7001 through 3009.108-7003;

__ it is a foreign incorporated entity that should be treated as an inverted domestic corporation pursuant to the criteria of

(HSAR) 48 CFR 3009.108-7001 through 3009.108-7003, but it has submitted a request for waiver pursuant to 3009.108-

7004, 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 3009.108-7001 through 3009.108-7003, but it plans to submit a request for waiver pursuant to 3009.108-

7004.

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

(End of clause)

C.14 HSAR Clause 3052.215-70 Key Personnel or Facilities (Dec 2003)

(a) The personnel or facilities specified below are considered essential to the work being performed under this contract and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel or facilities, as appropriate.

(b) Before removing or replacing any of the specified individuals or facilities, the Contractor shall notify the Contracting

Officer, in writing, before the change becomes effective. The Contractor shall submit sufficient information to support the

RFP 70Z08421RAA550100 PAGE 16 OF 40

proposed action and to enable the Contracting Officer to evaluate the potential impact of the change on this contract. The

Contractor shall not remove or replace personnel or facilities until the Contracting Officer approves the change.

The Key Personnel are as follows:

PROJECT MANAGER

SUPERVISOR

C.15 HSAR Clause 3052.228-70 Insurance (Dec 2003)

In accordance with the clause entitled “Insurance - Work on a Government Installation" [or Insurance - Liability to Third

Persons] insurance of the following kinds and minimum amounts shall be provided and maintained during the period of performance of this contract:

(a) Worker's compensation and employer's liability. The contractor shall, as a minimum, meet the requirements specified at (FAR) 48 CFR 28.307-2(a).

Contractors are required to comply with applicable Federal and State workers’ compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer’s liability section of the insurance policy, except when contract operations are so commingled with a contractor’s commercial operations that it would not be practical to require this coverage. Employer’s liability coverage of at least

$100,000 shall be required, except in States with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers. (See 28.305(c) for treatment of contracts subject to the Defense Base Act.)

(b) General liability. The contractor shall, as a minimum, meet the requirements specified at (FAR) 48 CFR 28.307-2(b).

(1) The contracting officer shall require bodily injury liability insurance coverage written on the comprehensive form of policy of at least $500,000 per occurrence.

(2) Property damage liability insurance shall be required only in special circumstances as determined by the agency.

(c) Automobile liability. The contractor shall, as a minimum, meet the requirements specified at (FAR) 48 CFR 28.307-

2(c).

The contracting officer shall require automobile liability insurance written on the comprehensive form of policy. The policy shall provide for bodily injury and property damage liability covering the operation of all automobiles used in connection with performing the contract. Policies covering automobiles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims.

NOTE 1: It is acceptable to submit a letter from the Insurance Company stating a Certificate of Insurance will be provided upon contract award. A letter from the Contractor will not be acceptable.

NOTE 2: The insurance policy shall contain the following endorsement: “Any cancellation or material change in the…