Sol_140F0S24R0018.pdf
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- Cultural Overviews and Cultural Resource: HI
- Solicitation number
- 140F0S24R0018
About this file
This document is a combined synopsis/solicitation for an Indefinite Delivery, Indefinite Quantity (IDIQ) contract to provide cultural resource investigations and reporting services for the U.S. Fish and Wildlife Service in Hawaii, American Samoa, Guam, Commonwealth of the Northern Mariana Islands, and other Pacific Islands. The period of performance is for a base year and two option years. The Government anticipates making multiple fixed-price awards, up to five, from this full and open competition with a North American Industry Classification System (NAICS) code of 712120 for Historical Sites. Proposals are due by September 9, 2024 at 1:00 PM Central Time. The minimum guarantee for this contract is $1,000, and the maximum value is $499,989.21 over the life of the contract.
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140F0S24R0018
1. REQUEST NO.
5a. ISSUED BY
NAME
a. NAME
c. STREET ADDRESS
d. CITY
10. PLEASE FURNISH QUOTATIONS TO
THE ISSUING OFFICE IN BLOCK 5a ON
OR BEFORE CLOSE OF BUSINESS (Date)
2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NO. 4. CERT. FOR NAT. DEF.
UNDER BDSA REG. 2
AND/OR DMS REG.1
RATING
6. DELIVERY BY (Date)
7. DELIVERY
9. DESTINATION
a. NAME OF CONSIGNEE
b. STREET ADDRESS
PAGE OF PAGES
5b. FOR INFORMATION CALL: (No collect calls)
TELEPHONE NUMBER
AREA CODE NUMBER
8. TO:
b. COMPANY
e. STATE f. ZIP CODE
c. CITY
d. STATE e. ZIP CODE
IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5a. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or services. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter.
11. SCHEDULE (Include applicable Federal, State and local taxes)
THIS RFQ
REQUEST FOR QUOTATION
(THIS IS NOT AN ORDER)
IS IS NOT A SMALL BUSINESS SET ASIDEX
08/16/2024 0040671697
1 39
FWS, Over SAT G/S 5275 Leesburg Pike Falls Church VA 22041
FWS Over SAT G/S Multiple
FWS DIV OF NAT AND CULTURAL RESRCS
EASTSIDE FEDERAL COMPLEX
911 NE 11TH AVENUE
PORTLAND
OR 97232-4181
612 713-5217Lauretha Randle
09/09/2024 1300 CD
FOB DESTINATION
OTHER
(See Schedule)X
ITEM NO.
(a)
SUPPLIES/SERVICES
(b)
QUANTITY
(c)
UNIT
(d)
UNIT PRICE
(e)
AMOUNT
(f)
Request for proposals for IDIQ for Cultural Resource Investigations, Hawaii & Pacific Islands Period of Performance: 10/01/2024 to 09/30/2027
00010 Minimum Guarantee
Delivery: 09/30/2025 Period of Performance: 10/01/2024 to 09/30/2025
00020 Base Year
Delivery: 09/30/2025 Period of Performance: 10/01/2024 to 09/30/2025 Continued ...
12. DISCOUNT FOR PROMPT PAYMENT
a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS
NUMBER PERCENTAGE
NOTE: Additional provisions and representations
13. NAME AND ADDRESS OF QUOTER
b. STREET ADDRESS
c. COUNTY
d. CITY e. STATE f. ZIP CODE
14. SIGNATURE OF PERSON AUTHORIZED TO
SIGN QUOTATION
16. SIGNER
a. NAME (Type or print)
c. TITLE (Type or print)
a. NAME OF QUOTER
AREA CODE
NUMBER
15. DATE OF QUOTATION
b. TELEPHONE are are not attached
AUTHORIZED FOR LOCAL REPRODUCTION
Previous edition not usable
STANDARD FORM 18 (REV. 6-95)
Prescribed by GSA - FAR (48 CFR) 53.215-1(a)
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
NAME OF OFFEROR OR CONTRACTOR
2 39
CONTINUATION SHEET
REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF
(A) (B) (C) (D) (E) (F)
140F0S24R0018
00030 Option Year (1)
Delivery: 09/30/2026
Period of Performance: 10/01/2025 to 09/30/2026
00040 Option Year (2)
Delivery: 09/30/2027
Period of Performance: 10/01/2026 to 09/30/2027
NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)
This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) Subpart 12.6, as supplemented with additional information included in this notice and award. This announcement constitutes the only solicitation; proposals are being requested and a separate written solicitation will not be issued. U.S. Fish and Wildlife Service has a requirement for an Indefinite Delivery, Indefinite Quantity (IDIQ) to provide cultural resource investigations and reporting, per the National Historic Preservation Act (NHPA), within Hawaii, American Samoa, Guam, Commonwealth of the Northern Mariana Islands (CNMI) and Pacific Islands. The period of performance will be for a base year and two option years. The Government anticipates multiple awards up to five from this requirement. The task orders will be fixed price. This posting will be referred to under Request for Quote (RFP) Number 140F0S24R0018. This document is conducted under the procedures of FAR Parts 12 and 13 incorporating provisions and clauses in effect through the current Federal Acquisition Circular (FAC) 2024-05. This requirement is unrestricted and full and open. The North American Industrial Classification System (NAICS) number is 712120, Historical Sites with a business size standard of $13 Million.
In order to have a proposal considered, all bidders must be registered in the System Award Management website(https://www.Sam.Gov).
The minimum guarantee, as required by FAR 16.504, is $1,000.00
Questions regarding this Solicitation must be submitted in writing, no later than, Thursday, September 5, 2024, at 1:00pm Central Time. Proposal due date: Monday, September 9, 2024, 1:00pm; Central time.
http://www.sam.gov/
Table of Contents
B – Supplies or Services/Prices
C - Description/Specifications
D– Packaging and Marking
E– Inspection and Acceptance
F– Deliveries or Performance
G - Contract Administration Data
H - Special Contract Requirements
I- Contract Clauses
J - List of Documents, Exhibits and Other Attachments
K- Representations, Certifications, andOther Statements of Bidders
L - Instructions, Conditions, and Notices to Bidders
M- Evaluation Factors for Award
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
B.1 Contract Type
The Government intends to award a Three-year firm fixed price Multiple-Award IDIQ contract.
SECTION C – STATEMENT OF WORK
C.1 See Attachment (1) Performance Work Statement C.2 See Attachment (2) SCA Wage Rates
PERFORMANCE TIME: To be identified in each task order issued.
MINIMUM GUARANTEE: The minimum guarantee is $1,000.00.
MAXIMUM: The maximum value for the life of this contract is $499,989.21
SECTION D- PACKAGING AND MARKING
N/A
SECTION E – INSPECTION AND ACCEPTANCE
N/A
SECTION F DELIVERIES OR PERFORMANCE
F.1 Period of Performance
The estimated period of performance shall be: 10/01/2024 – 09/30/2027.
F.2 Recognized Holidays
The following legal holidays are observed by this Government agency: New Year’s Day January 1 Martin Luther King Jr.’s Birthday 3rd Monday in January President’s Day 3rd Monday in February Memorial Day Last Monday in May Juneteenth Day 3rd week in June Independence Day July 4 Labor Day 1st Monday in September Indigenous Peoples/Columbus Day 2nd Monday in October Veteran’s Day November 11 Thanksgiving Day 4th Thursday in November Christmas Day December 25
When a holiday falls on a Saturday or Sunday, it is observed on the adjacent Friday or Monday, respectively. In addition to the holidays listed above, the contractor agrees to the days or closures designated by Federal Statue, Executive Order, or Presidential Proclamation.
SECTION G- CONTRACT ADMINISTRATION DATA
G.1 AUTHORITIES AND DELEGATIONS (SEPT 2011)
Authorities and Delegations (SEP 2011)
(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work.
(b) The Contracting Officer will designate a Contracting Officer's Representative (COR) at time of award. The COR will be responsible for technical monitoring of the contractor's performance and deliveries. The COR will be appointed in writing, and a copy of the appointment will be furnished to the Contractor. Changes to this delegation will be made by written changes to the existing appointment or by issuance of a new appointment.
(c) The COR is not authorized to perform, formally or informally, any of the following actions:
(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;
(2) Waive or agree to modification of the delivery schedule;
(3) Make any final decision on any contract matter subject to the Disputes Clause;
(4) Terminate, for any reason, the Contractor's right to proceed;
(5) Obligate in any way, the payment of money by the Government.
(d) The Contractor shall comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum.
The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor shall notify the Contracting Officer in writing, with as much detail as possible, when the COR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR's appointment, within 3 days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer's response issued under paragraph (e) of this clause.
(e) The Contracting Officer shall respond in writing within 30 days to any notice made under paragraph (d) of this clause. A failure of the parties to agree upon the nature of a direction, or upon the contract action to be taken with respect thereto, shall be subject to the provisions of the Disputes clause of this contract.
(f) The Contractor shall provide copies of all correspondence to the Contracting Officer and the COR.
(g) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the Contracting Officer or the COR acting within his or her appointment, shall be at the Contractor's risk.
(End of clause)
G.2 Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP) (Apr 2021)
Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP).
"Payment request" means any request for contract financing payment or invoice payment by the Contractor.
To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov.
Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice:
1. Invoice billed according to contract line items and rates.
2. If partial payment is billed and the invoice states a lump sum, the invoice shall include an itemized breakdown and narrative progress summary of the work performed during this invoice period.
3. If final payment is billed, the last invoice shall state “FINAL”.
4. Contractor’s Release of Claims shall be submitted with the final invoice.
The Contractor must use the IPP website to register access and use IPP for submitting requests for payment.
The Contractor Government Business Point of Contact (as listed in SAM) will receive enrollment instructions via email from the Federal Reserve Bank of St. Louis (FRBSTL) within 3 - 5 business days of the contract award date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email IPPCustomerSupport@fiscal.treasury.gov or phone (866) 973-3131.
If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.
(End of Local Clause) http://www.ipp.gov/ mailto:IPPCustomerSupport@fiscal.treasury.gov
SECTION I – CONTRACT CLAUSES
Section I – Contract Clauses
I.1- 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 these addresses:
https://www.acquisition.gov.
52.203-3 Gratuities. (APR 1984)
52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (JUN 2020)
52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (NOV 2023)
52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation. (JUN 2017)
52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)
52.212-4 Contract Terms and Conditions - Commercial Items. (Nov 2023)
52.217-5 Evaluation of Options (JUL 1990)
52.223-5 Pollution Prevention and Right-to-Know Information (MAY 2011)
52.224-2 Privacy Act. (APR 1984)
52.232-39 Unenforceability of Unauthorized Obligations. (JUN 2013)
52.232-40 Providing Accelerated Payments to Small Business Subcontractors (MAR 2023)
52.233-3 Protest After Award. (AUG 1996)
52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)
52.242-13 Bankruptcy. (JUL 1995)
52.242-15 Stop-Work Order (AUG 1989)
52.249-14 Excusable Delays. (APR 1984)
52.253-1 Computer Generated Forms. (JAN 1991) http://www.acquisition.gov/
CLAUSES INCORPORATED BY FULL TEXT:
The following clauses in Full Texts apply to this acquisition:
I.1 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders— Commercial Products and Commercial Services (May 2024)
As prescribed in 12.301(b)(4), insert the following clause:
(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 products and commercial services:
(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).
(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).
(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).
(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).
(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).
(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).
(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 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 products and commercial services:
[Contracting Officer check as appropriate.]
X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).
(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) (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) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).
(5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).
(6) [Reserved].
(7) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).
(8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111- 117, section 743 of Div. C).
(9) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117- 328).
(10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec 2023) (Pub. L. 115–390, title II).
X (11)(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023) (Pub. L. 115–390, title II).
(ii) Alternate I (Dec 2023) of 52.204-30.
(12) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) (31 U.S.C. 6101 note).
(13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C.
2313).
(14) [Reserved].
(15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) (15 U.S.C. 657a).
(16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
(17) [Reserved]
(18) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).
(ii) Alternate I (Mar 2020) of 52.219-6.
(19) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).
(ii) Alternate I (Mar 2020) of 52.219-7.
X (20) 52.219-8, Utilization of Small Business Concerns (Feb 2024) (15 U.S.C. 637(d)(2) and (3)).
(21) (i) 52.219-9, Small Business Subcontracting Plan (Sep 2023) (15 U.S.C. 637(d)(4)).
(ii) Alternate I (Nov 2016) of 52.219-9.
(iii) Alternate II (Nov 2016) of 52.219-9.
(iv) Alternate III (Jun 2020) of 52.219-9.
(v) Alternate IV (Sep 2023) of 52.219-9.
(22) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).
(ii) Alternate I (Mar 2020) of 52.219-13.
(23) 52.219-14, Limitations on Subcontracting (Oct 2022) (15 U.S.C. 637s).
(24) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) (15 U.S.C. 637(d)(4)(F)(i)).
(25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (Feb 2024) (15 U.S.C. 657f).
(26)(i) 52.219-28, Post Award Small Business Program Rerepresentation (Feb 2024) (15 U.S.C. 632(a)(2)).
(ii) Alternate I (Mar 2020) of 52.219-28.
(27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged
Women-Owned Small Business Concerns (Oct 2022) (15 U.S.C. 637(m)).
(28) 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 (Oct 2022) (15 U.S.C. 637(m)).
(29) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).
(30) 52.219-33, Nonmanufacturer Rule (Sep 2021) (15U.S.C. 637(a)(17)).
X (31) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).
X (32) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Feb 2024).
X (33) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
X (34)(i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).
(ii) Alternate I (Feb 1999) of 52.222-26.
X (35)(i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).
(ii) Alternate I (Jul 2014) of 52.222-35.
X (36)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).
(ii) Alternate I (Jul 2014) of 52.222-36.
X (37) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).
(38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).
X ( 39)(i) 52.222-50, Combating Trafficking in Persons (Nov 2021) (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).
(40) 52.222-54, Employment Eligibility Verification (May 2022) (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)
(41)
(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.)
(42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (May 2024) (42 U.S.C. 7671, et seq.).
(43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (May 2024) (42 U.S.C. 7671, et seq.).
(44) 52.223-20, Aerosols (May 2024) (42 U.S.C. 7671, et seq.).
(45) 52.223-21, Foams (May 2024) (42 U.S.C. 7671, et seq.).
(46) 52.223-23, Sustainable Products and Services (May 2024) (E.O. 14057, 7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).
(47)(i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).
(ii) Alternate I (Jan 2017) of 52.224-3.
(48)(i) 52.225-1, Buy American-Supplies (Oct 2022) (41 U.S.C. chapter 83).
(ii) Alternate I (Oct 2022) of 52.225-1.
(49)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 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 [Reserved].
(iii) Alternate II (Dec 2022) of 52.225-3.
(iv) Alternate III (Feb 2024) of 52.225-3.
(v) Alternate IV (Oct 2022) of 52.225-3.
(50) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
X (51) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).
(52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).
(53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).
(54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).
X (55) 52.226-8, Encouraging Contractor Policies to Ban Text Messaging While Driving (May 2024) E.O. 13513).
(56) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).
(57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).
(58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (Nov 2021) (41 U.S.C.
4505, 10 U.S.C. 3805).
X (59) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) (31 U.S.C.
3332).
(60) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).
(61) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).
(62) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).
(63) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).
(64)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).
(ii) Alternate I (Apr 2003) of 52.247-64.
(iii) Alternate II (Nov 2021) 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 products and commercial services:
[Contracting Officer check as appropriate.]
X (1) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter67).
X (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C.
chapter 67).
(3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).
(4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) ( 29U.S.C.206 and 41 U.S.C. chapter 67).
(5) 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).
(6) 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).
X (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).
X ( 8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).
(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792).
(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph
(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.
(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.
(e)
(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services. 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 (Nov 2021) (41 U.S.C. 3509).
(ii) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) (41 U.S.C. 4712).
(iii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).
(iv) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).
(v) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).
(vi) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117- 328).
(vii)
(A) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023) (Pub. L. 115–390, title
II).
(B) Alternate I (Dec 2023) of 52.204–30.
(viii) 52.219-8, Utilization of Small Business Concerns (Feb 2024) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
(ix) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
(x) 52.222-26, Equal Opportunity (Sep 2015) (E.O.11246).
(xi) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).
(xii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).
(xiii) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).
(xiv) 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.
(xv) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).
(xvi)
(A) 52.222-50, Combating Trafficking in Persons (Nov 2021) (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 and E.O. 13627).
(xvii) 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).
(xviii) 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).
(xix) 52.222-54, Employment Eligibility Verification (May 2022) (E.O. 12989).
(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).
(xxi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).
(xxii)
(A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).
(B) Alternate I (Jan 2017) of 52.224-3.
(xxiii) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).
(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.
(xxv) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232-40.
(xxvi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) (46 U.S.C. 55305 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 products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.
52.216-18 Ordering (Aug 2020)
(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 10/1/2024 – 09/30/2024.
(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.
(c) A delivery order or task order is considered "issued" when—
(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;
(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or
(3) If sent electronically, the Government either—
(i) Posts a copy of the delivery order or task order to a government document access system, and notice is sent to the Contractor; or
(ii) Distributes the delivery order or task order via email to the Contractor's email address.
(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.
(End of clause)
52.216-19 Order Limitations (OCT 1995)
(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.
(b) Maximum order. The Contractor is not obligated to honor-
(1) Any order for a single item in excess of $499,989.00.
(2) Any order for a combination of items in excess of $499,989.00; or
(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.
(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.
(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.
(End of clause)
52.216-22 Indefinite Quantity (OCT 1995)
(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.
(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."
(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.
(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 09/30/2027.
(End of 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 within 30 days.
(End of 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 days; 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 3 years.
(End of clause)
1452.228-70 Liability Insurance (JUL 1996)
(a) The Contractor shall procure and maintain during the term of this contract and any extension thereof liability insurance in form satisfactory to the Contracting Officer by an insurance company which is acceptable to the Contracting Officer. The named insured parties under the policy shall be the Contractor and the United States of America. The amounts of the insurance shall be not less than as follows:
1. Comprehensive general liability: $500,000 per occurrence; Automobile liability: $200,000 per person, $500,000 per occurrence for bodily injury, $20,000 per occurrence for property damage;
Workmen's compensation as required by Federal and State workers' compensation and occupational disease statutes;
2 Employer's liability coverage of $100,000, except in States where workers compensation may not be written by private carriers;
2. Others as required by State.
b. Each policy shall have a certificate evidencing the insurance coverage. The insurance company shall provide an endorsement to notify the Contracting Officer 30 days prior to the effective date of cancellation or termination of the policy or certificate; or modification of the policy or certificate which may adversely affect the interest of the Government in such insurance. The certificate shall identify the contract number, the name and address of the Contracting Officer, as well as the insured, the policy number and a brief description of contract services to be performed. The contractor shall furnish the Contracting Officer with a copy of an acceptable insurance certificate prior to beginning the work.
1.2 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE
(FEB 1998)
This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):
http://acquisition.gov/
52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions
(SEP 2007)
52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation. (JAN 2017)
52.204-7 System for Award Management. (OCT 2018)
52.204-22 Alternative Line Item Proposal (JAN 2017)
52.204-26 Covered Telecommunications Equipment or Services-Representation (OCT 2020)
52.204-24 Representation Regarding Certain Telecommunications and video Surveillance Services or Equipment (NOV 2021)
52.204-29 Federal Acquisition Supply Chain Security Act Orders – Representation and Disclosures (DEC 2023)
52.209-2 Prohibition on Contracting with Inverted Domestic Corporations-Representation.(NOV 2015)
52.209-5 Certification Regarding Responsibility Matters (AUG 2020)
52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (FEB 2016)
52.214-34 Submission of Offers in the English Language. (APR 1991)
52.214-35 Submission of Offers in U.S. Currency. (APR 1991)
(End of provision) http://acquisition.gov/
SECTION J – LIST OF ATTACHMENTS
J1. Attachment (1) Performance Work Statement
J2. Attachment (1) SCA Wage Determinations
SECTION K – REPRESENTATIONS AND CERTIFICATIONS
K1. 52.212-3 Offeror Representations and Certifications— Commercial Products and Commercial Services (FEB 2024)
As prescribed in 12.301(b)(2), insert the following provision:
The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision. (a) Definitions. As used in this provision— Covered telecommunications equipment or services has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. 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, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business eligible under the WOSB Program. Forced or indentured child labor means all work or service— (1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or (2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties. Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner. Immediate owner means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following:
ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees. Inverted domestic corporation, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c). Manufactured end product means any end product in product and service codes (PSCs) 1000-9999, except— (1) PSC 5510, Lumber and Related Basic Wood Materials; (2) Product or Service Group (PSG) 87, Agricultural Supplies; (3) PSG 88, Live Animals; (4) PSG 89, Subsistence; (5) PSC 9410, Crude Grades of Plant Materials; (6) PSC 9430, Miscellaneous Crude Animal Products, Inedible; (7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products; (8) PSC 9610, Ores;
(9) PSC 9620, Minerals, Natural and Synthetic; and (10) PSC 9630, Additive Metal Materials. Place of manufacture means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture. Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor. Reasonable inquiry has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L.
110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate— (1) Are conducted under contract directly and exclusively with the regional government of southern Sudan; (2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization; (3) Consist of providing goods or services to marginalized populations of Sudan; (4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization; (5) Consist of providing goods or services that are used only to promote health or education; or (6) Have been voluntarily suspended."Sensitive technology"— Sensitive technology— (1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically— (i) To restrict the free flow of unbiased information in Iran; or (ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and (2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3)of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)). Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern— (1) (i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more servicedisabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or (2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see subpart 19.14). (3) Service-disabled veteran, as used in this definition, means a veteran as defined in 38 U.S.C. 101(2), with a disability that is service connected, as defined in 38 U.S.C. 101(16), and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs’ Veterans Benefits Administration, as a service-disabled veteran. Servicedisabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that— (1) Effective January 1, 2024, is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300; or (2) Has represented that it is an SDVOSB concern in SAM and submitted a complete application for certification to SBA on or before December 31, 2023. Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program. Small business concern— (1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation. (2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103. Small disadvantaged business concern, consistent with 13 CFR 124.1001, means a small business concern under the size standard applicable to the acquisition, that— (1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by— (i) One or more socially disadvantaged (as defined at13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and (ii) Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR124.104(c)(2); and (2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition. Subsidiary means an entity in which more than 50 percent of the entity is owned— (1) Directly by a parent corporation; or (2) Through another subsidiary of a parent corporation Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.
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