Sheppard AFB MACC Solicitation- FA3020-12-R-0003.doc

Section B - Supplies or Services and Prices

Lot

Multiple Award Construction Contract

FFP

MACC Base Year: The performance period is 365 calendar days beginning on the day of contract award. The MACC is a Multiple Award Indefinite Delivery/Indefinite Quantity (IDIQ) Contract including, but not limited to, the following construction disciplines/categories: Electrical, mechanical, painting, engineering/design, paving (asphaltic and concrete), flooring (tile work/carpeting), roofing, structural repair, fencing installation, HVAC, and fire suppression/protection system installation. All work shall be accomplished in strict adherence to the contract documents and industry or regulatory standards, identified by individual Task Orders. The performance locations are Sheppard AFB and Lake Texoma, Texas; and, Altus AFB and Frederick Airfield Oklahoma.

FOB: Destination

MAX

NET AMT

Lot

FFP

MACC First Option Year: The performance period is 365 calendar days beginning on the day of the option period. The MACC is a Multiple Award Indefinite Delivery/Indefinite Quantity (IDIQ) Contract including, but not limited to, the following construction disciplines/categories: Electrical, mechanical, painting, engineering/design, paving (asphaltic and concrete), flooring (tile work/carpeting), roofing, structural repair, fencing installation, HVAC, and fire suppression/protection system installation. All work shall be accomplished in strict adherence to the contract documents and industry or regulatory standards, identified by individual Task Orders. The performance locations are Sheppard AFB and Lake Texoma, Texas; and, Altus AFB and Frederick Airfield Oklahoma.

MAX

Lot

FFP

MACC Second Option Year: The performance period is 365 calendar days beginning on the day of the option period. The MACC is a Multiple Award Indefinite Delivery/Indefinite Quantity (IDIQ) Contract including, but not limited to, the following construction disciplines/categories: Electrical, mechanical, painting, engineering/design, paving (asphaltic and concrete), flooring (tile work/carpeting), roofing, structural repair, fencing installation, HVAC, and fire suppression/protection system installation. All work shall be accomplished in strict adherence to the contract documents and industry or regulatory standards, identified by individual Task Orders. The performance locations are Sheppard AFB and Lake Texoma, Texas; and, Altus AFB and Frederick Airfield Oklahoma.

MAX

Lot

FFP

MACC Third OptionYear: The performance period is 365 calendar days beginning on the day of the option period. The MACC is a Multiple Award Indefinite Delivery/Indefinite Quantity (IDIQ) Contract including, but not limited to, the following construction disciplines/categories: Electrical, mechanical, painting, engineering/design, paving (asphaltic and concrete), flooring (tile work/carpeting), roofing, structural repair, fencing installation, HVAC, and fire suppression/protection system installation. All work shall be accomplished in strict adherence to the contract documents and industry or regulatory standards, identified by individual Task Orders. The performance locations are Sheppard AFB and Lake Texoma, Texas; and, Altus AFB and Frederick Airfield Oklahoma.

MAX

Lot

FFP

MACC Fourth Option Year: The performance period is 365 calendar days beginning on the day of the option period. The MACC is a Multiple Award Indefinite Delivery/Indefinite Quantity (IDIQ) Contract including, but not limited to, the following construction disciplines/categories: Electrical, mechanical, painting, engineering/design, paving (asphaltic and concrete), flooring (tile work/carpeting), roofing, structural repair, fencing installation, HVAC, and fire suppression/protection system installation. All work shall be accomplished in strict adherence to the contract documents and industry or regulatory standards, identified by individual Task Orders. The performance locations are Sheppard AFB and Lake Texoma, Texas; and, Altus AFB and Frederick Airfield Oklahoma.

MAX

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

The minimum quantity and order value for each Delivery/Task Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each Delivery/Task Order issued shall not exceed the maximum quantity and order value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$1,500.00

10,000.00

$10,000,000.00

$2,000.00

10,000.00

$10,000,000.00

$2,000.00

10,000.00

$10,000,000.00

$2,000.00

10,000.00

$10,000,000.00

$2,000.00

10,000.00

$10,000,000.00

B-1 CLAUSES & PROVISIONS

CLAUSES AND PROVISIONS

(a) Clauses and provisions from the Federal Acquisition Regulation (FAR) and supplements thereto are incorporated in this document by reference and in full text. Those incorporated by reference have the same force and effect as if they were given in full text.

(b) Clauses and provisions in this document will be numbered in sequence, but will not necessarily appear in consecutive order.

(c) Sections K, L, and M will be physically removed by the Government from any resultant award, but will be deemed to be incorporated by reference in that award.

Section C - Descriptions and Specifications

C-1 DESCRIPTION/SPECS/WS

DESCRIPTION/SPECS/WORK STATEMENT

Specifications that are applicable are listed below and are attached at the end of the solicitation/contract:

Title: Demolish Facilities B17, B19, B2013, Construct Warehouse B2003

VNVP: 111089

Date: December 2011

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)

(a) "Definition. Contracting officer's representative" means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions.

(b) If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract.

(End of clause)

Section F - Deliveries or Performance

DELIVERY INFORMATION

ANTHONY SCONZO

231 9TH AVE STE 163 BLDG 1402

SHEPPARD AFB TX 76311-3333

940-676-7482

F3V3DC

F3V3DC

F3V3DC

F3V3DC

F3V3DC

CLAUSES INCORPORATED BY REFERENCE

52.211-10 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK (APR 1984)

The Contractor shall be required to (a) commence work under this contract within 10 calendar days after the date the Contractor receives the notice to proceed for each task order, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than the completion date identified on the Task Order Notice to Proceed, or any subsequent modifications to the Task Order delivery date. The time stated for completion shall include final cleanup of the premises.

(End of clause)

52.211-12 LIQUIDATED DAMAGES--CONSTRUCTION (SEP 2000)

(a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the Government in the amount determined for each individual Task Order for each calendar day of delay until the work is completed or accepted.

(b) If the Government terminates the Contractor's right to proceed, liquidated damages will continue to accrue until the work is completed. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(End of clause)

Section G - Contract Administration Data

CLAUSES INCORPORATED BY REFERENCE

Local Information SAFB-0005

Important Notice to Contractors - Wide Area Workflow-Receipt and Acceptance (WAWF-RA)

In accordance with DFARS 252.232-7003, Electronic Submission of Payment Requests. Contractors shall submit payment requests electronically via the Internet through the Wide Area WorkFlow-Receipt and Acceptance (WAWF-RA) system at https://wawf.eb.mil. Use of WAWF-RA will speed up your payment processing time and will allow you to monitor your payment status online. There are no charges or fees to use WAWF-RA.

Before using WAWF, ensure your Electronic Business POCs listed in your Central Contractor Registration (CCR) are the same individuals that will invoice through WAWF. If they aren't, you can make changes to your CCR profile at www.ccr.gov. Click on "Update” or “Renew” using “TPIN". CCR customer support can be reached at 1-888-227-2423.

If your electronic business POCs are correct, contact the WAWF helpdesk at 1-866-618-5988 or by e-mail at cscassig@ogden.disa.mil and ask them to establish a group for your CAGE code. The group administrator will also have to call the WAWF helpdesk to request account activation. Once the group is established and the account is activated, you will be able to create a combination invoice/receiving report using the codes below and instructions available from our contract administrator/buyer.

Questions concerning payment should be directed to the responsible Defense Finance Accounting Services (DFAS). Please have the order number and invoice number ready when calling about payment status.

The following codes will be required to route your invoices, and receiving reports correctly through WAWF-RA:

TYPE OF INVOICE:

INVOICE AND RECEIVING REPORT COMBO (Creates two documents, an Invoice and a Receiving Report, within one data entry session (combo). Creating both documents at the same time, rather than separately, is recommended)

STAND ALONE INVOICE (Creates an invoice within one data session) FOR MEDICAL STOCK FUND (6b) ONLY.

XXX CONSTRUCTION INVOICE (Create a 2 in 1 Invoice from a contract for construction. A Contracting Officer must review and accept)

Cage Code - Found in Block 17a of the SF1449, Block 14 of the SF1442, or Block 9 of the DD1155.

Contract Number - Found in Block 2 of SF 1449 Form.

Delivery Order - Found in Block 4 (Order Number) of SF1449.

Issue Date - Found in Block 6 Solicitation Issue Date of SF1449.

Issue DODAAC – Found in Block 9 (Issued by) of SF1449. Contracting Office that issued your contract – WAWF uses the Code to route the document to the base.

Admin DODAAC – Found in Block 16 (Administered by) of SF1449. Contracting Office that administers your contract.

Inspected by DODAAC/Ext – Found in Block 15 (Delivered to unless other wise stated in the contract) of SF1449. Combination of the Administered by code from Block 16 and delivered to code Block 9. It is used to route documents to receiving (service inspector in WAWF).

Service Acceptor/Ext – Found in Block 15 (Deliver to) of SF1449. Administered by code from Block 16 and delivered to code Block 9. It is used to route documents to receiving (service acceptor in WAWF).

LPO DODAAC/Ext – Not a required field for Air Force Contracts.

Pay DODAAC – Found in Block 16a (Payment will be made by) of SF1449. Pay Office code is used to route documents to the Defense Finance Accounting Office responsible for payment to offered.

ONCE YOU HAVE SUBMITTED YOUR INVOICE ELECTRONICALLY VIA WAWF DO NOT SUBMIT A BACK-UP PAPER COPY.

The accounts payable mailing address can be located in Block 18a of your order. You can easily access payment information using DFAS web site at https://myinvoice.csd.disa.mil//index.html. Your purchase order/contract number or invoice will be required to inquire status of your payment.

For additional assistance with WAWF-RA procedures, please contact Mr. Kevin West, at (940) 676-1115.

Local Information SAFB-0022W

CONSTRUCTION CONTRACT PAYMENTS

For information on payment of contract, contact defense finance and accounting service vendor pay at 888-478-5636, or WWW.DFAS.MIL/MONEY/VENDOR/INDEX.HTM

The Defense Finance and Accounting Service (DFAS), which issues contract award payments for our contracting activity, is merging with the DFAS-Limestone (DFAS LI) Maine facility effective 1 October 2004.

PAYMENT WILL BE MADE BY:

DFAS-LI

DFAS-BAASD/CC

PO Box 369020

Bldg #21 - Mailroom

Columbus OH 43236-9024

This constitutes your formal notification of this administrative change to the payment address.

REMITTANCE ADDRESS:

If the remittance address is different from the mailing address, enter the remittance address below. Failure to provide this information may impact payment.

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

52.236-4 PHYSICAL DATA (APR 1984)

Data and information furnished or referred to below is for the Contractor's information. The Government shall not be responsible for any interpretation of or conclusion drawn from the data or information by the Contractor.

a) The indications of physical conditions on the drawings and in the specifications are the result of site investigations by (NOT APPLICABLE).

b) Weather conditions - The following tables for Sheppard AFB and Altus AFB reflect historical meteorological data obtained from the 80th Operations Support Squadron Weather Operatins Flight (Sheppard AFB), and the 97th Operations Support Squadron Weather Operations Flight (Altus AFB), and will be used to evaluate requests for time extension due to abnormal weather. These calculations are used to determine the periods of performance at Altus AFB, OK and Sheppard AFB, TX. Requests for time extension due to poor weather conditions will only be considered if the conditions present during performance exceed the climatic data listed in the charts below.

Sheppard AFB

Altus AFB

(c) Transportation facilities (NOT APPLICABLE)

(d) (NOT APPLICABLE)

(End of clause) Local Information SAFB-0001

SITE VISIT

A site visit is scheduled for the following:

Time: 8:30 a.m.

Date: 17 April 2012

Meeting Location: Sheppard AFB Missile Road Gate Visitor’s Center

Bidders/offerors should be at the Sheppard AFB Missile Road Gate Visitor’s Center with valid drivers licenses at this time and date. From there they will be escorted to view the work site and present pertinent questions. Bidders/offerors are encouraged to visit the site and take such other steps as may be reasonably necessary to ascertain the nature and location of work and the general and local conditions that can affect the work or cost thereof. Failure to do so will not relieve bidders/offerors from the responsibility for estimating properly the difficulty or cost of successfully performing the work. The government will assume no responsibility for any understanding or representation concerning conditions made by any of its officers or agents prior to the execution of the contract, unless included in the invitation for bids/request for proposals, the specification, or related documents.

CLAUSES INCORPORATED BY FULL TEXT

Local Information SAFB-0002

Smoking in AETC Facilities

Contractors are advised that the Commander has placed restrictions on the smoking of tobacco products in AETC facilities. AFI 40-102, Tobacco Use in the Air Force, and its AETC supplement 1, outline the procedures used by the commander to control smoking in our facilities. Contractor employees and visitors are subject to the same restrictions as government personnel. Smoking is permitted only in designated smoking areas.

CLAUSES INCORPORATED BY FULL TEXT

Local Information SAFB-0009A

A copy of the necessary Material Safety Data Sheets (Federal Standard 313), for Hazardous Materials (HM), must be submitted in accordance with the task order Schedule of Material Submittals (AF Form 66). Hazardous Materials are defined as any substance or material, in any quantity or form that has the potential to harm human health or the environment. Any item used during the completion of work for any task order shall require a completed and submitted Material Safety Data Sheet.

Material Safety Data Sheets shall be forwarded to the Base Environmental Engineer for further processing and approval.

Local Information SAFB-0011

Contractor Performance on Air Force Installations

Contractor individual(s) should contact the point-of-contact to obtain access to the base, prior to arriving at the installation. When reporting to the registration office, the authorized contractor individual(s) should provide a valid driver’s license and place of performance to obtain a pass. Expect delays in entering the base for security purposes.

CLAUSES INCORPORATED BY FULL TEXT

Local Information SAFB-0021

REQUIRED INSURANCE (IAW FAR 28.307-2)

Reference FAR clause entitled "Insurance " the Contractor shall, at its own expense, procure and thereafter maintain the following kinds of insurance with respect to performance under the contract.

a. Workmen’s Compensation and Employers Liability Insurance as 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 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.

b. General Liability Insurance. Bodily injury liability insurance, in the minimum limits of $500,000 per occurrence shall be required on the comprehensive form of policy.

c. Automobile Liability Insurance. This insurance shall be required on the comprehensive form of policy and shall provide bodily injury liability and property damage liability covering the operation of all automobiles used in connection with the performance of the contract. At least the minimum limits of $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage shall be required.

Local Information SAFB-0027

GENERAL PROVISIONS (NAF) (Modified as of 9 Dec 2011)

1. DEFINITIONS (JAN 2005) - As used throughout this contract, the following terms and abbreviations have the meanings set forth below:

a. The term "contract" means this agreement or order and any modifications hereto.

b. The abbreviation "NAFI" means Nonappropriated Fund Instrumentality of the United States Government.

c. The term "Contracting Officer" means the person executing or responsible for administering this contract on behalf of the NAFI, which is a party hereto, or their successor or successors.

d. The term "Contractor" means the party responsible for providing supplies and/or services at a certain price or rate to the NAFI under this contract.

e. The abbreviation "FAR" means Federal Acquisition Regulation.

2. DISPUTES (NOV 2005)

a. Except as otherwise provided in this contract, any dispute or claim concerning this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall state his decision in writing and mail or otherwise furnish a copy of it to the Contractor. Within 30 days from the date of receipt of such copy, the Contractor may appeal by mailing or otherwise furnishing to the Contracting Officer a written appeal addressed to the Armed Services Board of Contract Appeals, and the decision of the Board shall be final and conclusive; provided that if no such appeal is filed, the decision of the Contracting Officer shall he final and conclusive. The Contractor shall be afforded an opportunity to be heard and to offer evidence in support of any appeal under this clause. Pending final decision on such a dispute, however, the Contractor shall proceed diligently with the performance of the contract and in accordance with the decision of the Contracting Officer unless directed to do otherwise by the Contracting Officer.

b. A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. Contractors shall provide the certification specified below when submitting any claim. Any person duly authorized to bind the Contractor with respect to the claim may execute the certification.

"I certify that the claim is made in good faith; that the supporting data is accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am duly authorized to certify on behalf of the Contractor."

c. This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph "a" above, provided, that nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

3. LAW GOVERNING CONTRACTS (JAN 2005) - In any dispute arising out of this contract, the decision of which requires consideration of law questions, the rights and obligations of the parties shall be interpreted and determined in accordance with the substantive laws of the United States of America.

4. LEGAL STATUS (JAN 2005) - The NAFI is an integral part of the Department of Defense and is an instrumentality of the United States Government. Therefore, NAFI contracts are United States Government contracts; however, they do not obligate appropriated funds of the United States.

5. EXAMINATION OF RECORDS (JAN 2005) - This clause is applicable under contracts that are entered into by means of negotiation and where price and costing data are required to support a determination of price reasonableness. This clause does not apply to commercial items or when the Contracting Officer determines that prices agreed upon are based on adequate price competition. The Contractor agrees that the Contracting Officer or his duly authorized representative shall have the right to examine and audit the books and records of the Contractor directly pertaining to the contract during the period of the contract and until the expiration of three years after the final payment.

6. ASSIGNMENT (JAN 2005) - The Contractor or its assignee's rights to be paid amounts due as a result of performance of this contract, may be assigned. No assignment by the Contractor, assigning its rights or delegating its obligations under this contract will be effective and binding on the NAFI until the written terms of the assignment have been approved in writing by the Contracting Officer.

7. GRATUITIES (JAN 2005)

a. The NAFI may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract if it is found, after notice and hearing, by the Secretary of the Air Force or their duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent, or representative Of the Contractor, to any officer or employees of the Government Or the NAFI with a view toward " securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract.

b. In the event this contract is terminated as provided in paragraph "a" hereof, the NAFI shall be entitled (i) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of contract by the Contractor, and (n) as a penalty in addition to any other damages to which it may be entitled by law; to exemplary damages in an amount (as determined by the Secretary of the Air Force or their duly authorized representative) which shall be not less than three nor more than ten times the cost incurred by the Contractor in providing any such gratuities to any such officer or employee.

c. The rights and remedies of the NAFI provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

8. TERMINATION FOR CONVENIENCE (JAN 2005) - The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the NAFI. If this contract is for supplies and is so terminated, the Contractor shall be compensated in accordance with FAR, Sub Parts 49.1 and 49.2 in effect on this contract's date. To the extent that this contract is for services and is so terminated, the NAFI shall be liable only for payment in accordance with the payment provisions of this contract for services rendered prior to the effective date of termination, providing there are no Contractor claims covering nonrecurring costs for capital investment. If there are any such Contractor claims, they shall be settled in accordance with FAR, Sub Parts 49.1 and 49.2.

9. CANCELLATION BY MUTUAL AGREEMENT (JAN 2005) - Should the situation warrant, the parties upon mutual agreement and no costs, may cancel this contract.

10 TERMINATION FOR CAUSE (JAN 2005)

a. (1) The NAFI may, subject to paragraphs (c) and (d) below, by written notice of cause to the Contractor, terminate this contract in whole or in part if the Contractor fails to‑

(i) Deliver the supplies or perform the service within the time specified within this contract or any Extension;

(ii) Make progress, so as to endanger performance of this contract (but see subparagraph (a)(2) below);or

(iii) Perform any of the other provisions of this contract (but see subparagraph (a)(2) below).

(2) The NAFI's right to terminate this contract under subdivisions (1)(ii) and (1)(iii) above, may be exercised if the Contractor does not cure such failure within 10 clays (or more if authorized in writing by the Contracting Officer) after receipt of notice from the Contracting Officer specifying the failure.

b. If the NAFI terminates this contract in whole or in part, it may acquire, under the terms and in the manner the Contracting Officer considers appropriate, supplies or services similar to those terminated, and the Contractor will remain liable to the NAFI for any excess costs for those supplies or services. However the Contractor must continue the work not terminated.

c. The Contractor shall not be liable for any excess costs if the failure to perform the contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include (1) acts of God or of the public enemy, (2) act of the NAFI in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and; (9) unusually severe weather. Defaults by subcontractors at any tier for any reason do not constitute causes beyond the control and without the fault or negligence of the Contractor.

d. If this contract is terminated for cause, the NAFI may require the Contractor to transfer title and deliver to the NAFI as directed by the Contracting Officer, any

(1) completed supplies, and

(2) partially completed supplies and materials, parts, tool dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as manufacturing materials in the clause) that the Contractor has specifically produced or acquired for the terminated portion of this contract. Upon direction of the Contracting Officer, the Contractor shall also protect and preserve property in its possession in which the NAFI has an interest.

e. The NAFI shall pay the contract price for completed supplies delivered and accepted. The Contractor and Contracting Officer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes Clause. The NAFI may withhold from these amounts any sum the Contracting Officer determines to be necessary to protect the NAFI against loss because of outstanding liens or claims of former lien holders.

f. If, after termination, it is determined that the cause by the Contractor was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for convenience of the NAFI.

g. The rights and remedies of the NAFI in this clause are in addition to any other rights and remedies provided by law or under this contract.

11. INSPECTION AND ACCEPTANCE (Nov 2011) - Inspection and acceptance will be at destination, unless otherwise provided in this contract. Not withstanding the requirements for any NAFI inspection and test contained in specifications applicable to this contract, except where specialized inspections or tests are specified for performance solely by the NAFI, the Contractor, shall perform or have performed the inspections and tests required to substantiate that the supplies provided under the contract conform to the drawings, specifications, and contract requirements listed herein, including if applicable the technical requirements for the manufacturers' part numbers specified herein. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. Acceptance of the supplies or services or a written notice of rejections must be accomplished on or before the third working clay following delivery of the supplies or services, unless otherwise specified in this contract.

12. VARIATION IN QUANTITY (JAN 2005) - No variation in quantity of any item called for by this contract will be accepted unless authorized by the Contracting Officer.

13. PARTIAL DELIVERIES (JAN 2005) - Partial deliveries are not permitted unless authorized by the terms of the contract or approved by the Contracting Officer.

14. PAYMENTS (JAN 2005) - Partial payments will be made when deliveries are authorized or as approved by the Contracting Officer. Payments and penalties for late payments are subject to the requirements established by the Prompt Payment Act, as amended, and as implemented for NAFTs. If the NAFI makes payment but such payment fails to include a prompt payment penalty clue to the Contractor within 10 days from when the contract payment is made, penalty amounts will not be paid unless the Contractor makes a written request within forty clays after the date of payment.

15. HOLD AND SAVE HARMLESS (JAN 2005) - The Contractor shall indemnify, hold and save harmless, and defend the NAEL its outlets and customers from any liability, claimed or established for violation or infringement of any patent, copyright, or trademark right asserted by any third party with respect to goods hereby ordered or any part thereof. Contractor further agrees to hold the NAFI harmless from all claims or judgments for damages resulting from the use of products or services listed in this contract, except for such claims or damages caused by, or resulting from negligence of NAFI customers, employees, agents, or representatives. Also, Contractor shall at all times hold and save harmless the NAFL its agents, representatives, and employees from any and all suits, claims, charges, and expenses which arise out of acts or omissions of Contractor, its agents, representatives, or employees.

16. MODIFICATIONS (JAN 2005) - No agreement or understanding to modify this contract will be binding upon the NAFI unless made in writing and signed by a Contracting Officer from the office that issued the contract or its successor.

17. TAXES (JAN 2005)

a. Except as may be otherwise provided in this contract, the contract price includes all taxes, duties or other public charges in effect and applicable to this contract on the contract date, except any tax, duty, or other public charge, which by law, regulation or governmental agreement, is not applicable to expenditures made by the NAFI or on its behalf; or any tax; duty; or other public charge from which the Contractor; or any subcontractor hereunder, is exempt by law, regulation or otherwise. If any such tax, duty, or other public charge has been included in the contract price, through error or otherwise, the contract price shall be correspondingly reduced.

b. If for any reason, after the contract date of execution, the Contractor or subcontractor is relieved in whole or in part from the payment or the burden of any tax, duty, or other public charge included in the contract price, the contract price shall be correspondingly reduced; or if the Contractor or subcontractor is required to pay in whole or in part any tax, duty, of other public charge which was not applicable at the contract date of execution the contract price shall be correspondingly increased.

18. PROOF OF SHIPMENT (JAN 2005) - (Applicable to shipments outside the United States through the Surface Deployment and Distribution Command (SDDC) and Parcel Post shipments to overseas destinations.)

a. Notwithstanding any clause of this contract to the contrary, payment will be made for items not yet received, upon receipt of an invoice accompanied by an appropriate proof of shipment. If shipment is made by insured parcel post, the contractor must furnish a copy of the Insured Mail Receipt issued by the US Postal Service. Otherwise, a stamped copy of a Certificate of Mailing issued by the US Postal Service must be furnished. If shipment is made by a common carrier (rail, air or motor freight), the Contractor must furnish a signed copy of the shipping document on which items are receipted for by the common carrier. A signed receipt by a NAFI representative at the delivery point (CCP or POE) is also acceptable evidence of proof of shipment.

b. Forwarding a proof of shipment and an invoice for payment by the Contractor shall be construed as a certification by the contractor that the items shipped conform to the specifications.

c. Notwithstanding any provisions of this clause or any payment made pursuant to the terms of this clause prior to receipt of the items contracted for, the NAFI retains the right to inspect upon receipt and the right to reject nonconforming items. The liability of the Contractor with respect to items for which payments have been made will, after inspection by the NAFI or after the expiration of a reasonable time following delivery to the NAFI within which inspection may be made, whichever occurs first, be limited to (i) exceptions taken at the time of inspection, and (ii) latent defects, fraud, or such gross mistakes as amount to fraud.

19. COMMERCIAL WARRANTY (JAN 2005) - The Contractor agrees that the supplies or services furnished under this contract shall be covered by the most favorable commercial warranties the Contractor gives to any customer for such supplies or services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the NAFI by any other clause of this contract. The printed terms and conditions of such warranty will be provided to the NAFI with the delivery of any supplies covered.

20. ADVERTISEMENTS (JAN 2005) - Contractor agrees that none of its nor its agent's advertisements, to include publications, merchandise, promotions, coupons, sweepstakes, contest, sales brochures, etc., shall state, infer or imply that the Contractor's products or services are approved, promoted, or endorsed by the NAFI. Any advertisement, including cents-off coupons, which refers to a NAFI will contain a statement that the advertisement is neither paid for, nor sponsored in whole or in part by, the particular activity.

21. DISCOUNTS FOR PROMPT PAYMENT (JAN 2005)

a. Discounts for prompt payment will not be considered in the evaluation of offers. However, any offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a prompt payment discount in conjunction with the offer, offerors awarded contracts may include prompt payment discounts on individual invoices.

b. In connection with any discount Offered for prompt payment; time shall be computed from the dale of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted; payment may be made on the following business day.

22. INVOICES (JAN 2005):

a. An invoice is a written request for payment under the contract for supplies delivered or for services rendered. In order to be proper, an invoice should include (and in order to support the payment of interest penalties, must include) the following:

(i) Invoice date;

(ii) Name of Contractor;

(iii) Contract number (including order number, if any), contract line item number, contract description of supplies or services, quantity, contract unit of measure and unit price, and extended total;

(iv) Shipment number and date of shipment (Bill of Lading number and weight of shipment will be shown for shipments on Government Bills of Lading);

(v) Name and address to which payment is to be sent (which must be the same as that in the contract or on a proper notice of assignment);

(vi) Name (where practicable), title, phone number and mailing address of person to be notified in event of a defective invoice; and

(vii) Any other information or documentation required by other provisions of the contract (such as evidence of shipment). Invoices shall be prepared and submitted in duplicate (one copy shall be marked "Original") unless otherwise specified.

b. For purposes of determining if interest begins to accrue under the PROMPT PAYMENT ACT (PUBLIC LAW 97-177):

(i) A proper invoice will be deemed to have been received when it is received by the office designated in the contract for receipt of invoices and acceptance of the supplies delivered or services rendered has occurred.

(ii) Payment shall be considered made on the date on which a check for such payment is dated.

(iii) Payment terms (e.g., "Net 20") offered by the contractor will not be deemed Required payment dates.

(iv) The following periods of time will not be included:

(A) After receipt of improper invoice and prior to notice of any defect or impropriety, but not to exceed three days for meat and meat food products, five days for perishable agricultural commodities, and 15 days in all other cases, and

(B) Between the date of a notice of any defect or impropriety and the date a proper invoice is received. When the notice is in writing, it shall be considered made on the date shown on the notice.

23. ELECTRONIC FUND TRANSFER PAYMENTS (AUG 2007) - Federal law 31 USC requires Federal payments to be made by electronic fund transfer. Any payment made on this contract will be made using the Government Purchase Card as the method of EFT (unless otherwise specified within the contract or exempted by law).

24. NOTIFICATION OF DEBARMENT/SUSPENSION STATUS (JAN 2005) - The Contractor shall provide immediate notice to the Contracting Officer in the event of being suspended, debarred or declared ineligible by any other Federal Department or agency, or upon receipt of a notice of proposed debarment from another DOD Agency, during the performance of this contract.

25. NON WAIVER OF DEFAULTS (JAN 2005) - Any failure by the NAFI at any time, or from time to time, to enforce or require strict performance of any terms or conditions of this contract will not constitute waiver thereof and will not affect or impair such terms or conditions in any way or the NAFFs right at any time to avail itself of such remedies as it may have for any breach or breaches of such terms and conditions.

LIST OF FAR CLAUSES INCORPORATED BY REFERENCE

The provisions of the following clauses set forth in the Federal Acquisition Regulation (FAR) or DoD FAR Supplement are hereby incorporated into this order or contract by reference with the same force and effect as though herein set forth in full. As used in the following clauses, the term "Government" is deleted and the abbreviation "NAFI" is substituted in lieu thereof. The date of each clause shall be the current date set forth in FAR or DoD FAR Supplement on the issuance date of this order or contract. Clauses made inapplicable by the reference or by the kind of order, contract (e.g., orders or contract for services instead of supplies) or dollar amount are self-deleting. The complete text of any clause incorporated in this order or contract by reference may be obtained from the contracting officer.

CLAUSE

NO. REFERENCE CLAUSE TITLE

26 52.243-1 Changes - Fixed-Price 27 52.222-13 Compliance with Davis-Bacon and related Act Regulations

28 52222-41 Service Contract Act of 1965, as Amended 29 52.225-11 Buy American Act-Construction Materials under Trade Agreements

30 52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation

31 52.246-16 Responsibility for Supplies 32 52.222-20 Walsh-Healy Public Contracts Act

33 52.222-26 Equal Opportunity

*34 252.225-7036 Buy American Act-Free Trade Agreements Balance of Payments Program

35 52.222-3 Convict Labor *36 252.225-7002 Qualifying Country Sources as Subcontractors

*37 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract Felonies

38 52.222-21 Prohibition of Segregated Facilities 39 52.223-3 Hazardous Material Identification & Material Safety

*Denotes DFARS

Local Information SAFB-0028

Special Contract Requirement

Background Checks for Contractor Personnel Requiring Entry/Access to Installations/Locations

(1 Oct 2004)

(a) Contractor and subcontractor personnel requiring entry/access to the installation(s)/location(s) cited in the contract shall be governed by these requirements. The below requirements and procedures are prerequisites to the issuance of any government identification (i.e., pass/badge) or the registration of a privately owned or commercial vehicle and the issuance of a pass/decal. Contractor requests for exceptions to the below requirements and procedures shall be addressed to the Contracting Officer/designee who will obtain an approval/disapproval from the installation/location commander who has the final authority on access issues.

(b) If contractor performance starts immediately upon contract award or within the 9 calendar days after the contract award date (i.e., award date plus 9 calendar days), the contractor shall submit the following documentation for personnel who will begin performance within the first 10 days of the contract to the Contracting Officer/designee:

(1) “Listing of personnel requiring access/entry” (See Note 1), and

(2) Completed consent forms (See Note 2).

To obtain access for contractor personnel who will begin performance on or after the 11th day of the contract (i.e., subsequent to the initial 10 days of the contract), the contractor shall follow the documentation requirements outlined in (c).

(c) If the contractor’s performance starts on or after the 11th day following the contract award date (e.g., performance begins on day 11 or later) or for contractor personnel who will begin performance on or after the 11th day of the contract, the contractor shall submit the following documentation to the Contracting Officer/designee:

(1) “Listing of personnel requiring access/entry” (See Note 1),

(2) Completed consent forms (See Note 2), and

(3) Favorable Criminal Background Histories (See Note 3).

This documentation shall be submitted no later than two (2) calendar days prior to performance on the installation/location.

(d) Subsequent to the contractor accomplishing (b) or (c), as applicable, contractor personnel may report to the badge issuing activity and follow local installation/facility procedures to obtain identification passes/badges and vehicle passes/decals.

(e) For contractor personnel to obtain entry to the installation/facility in order to request the issuance of government identification (i.e., pass/badge) or to register a privately owned/commercial vehicle and obtain a vehicle pass/decal, the contractor personnel shall report to the installation/location entry control point and badge issuing activity with a photo identification issued by a Federal/State activity.

(f) To register a privately owned/commercial vehicle and obtain a vehicle pass/decal, contractor personnel shall provide a valid driver’s license, current vehicle registration, and valid vehicle insurance certificate.

(g) Contractor personnel shall follow local procedures for wearing and displaying government-issued identification passes/badges, vehicle passes/decals, and contractor-issued identification. In general, all identification passes/badges and vehicle passes/decals shall at all times be prominently worn/displayed in a visible manner to government personnel.

(h) During the performance period of the contract, the contractor shall:

(1) Provide written notification of any additions to the “Listing of personnel requiring entry/access” and submit consent forms and criminal background histories for all new contractor personnel requiring entry/access to the Contracting Officer/designee.

(2) No later than five (5) working days after a change in status for contractor personnel requiring entry/access (e.g., the personnel no longer require entry/access or the contractor becomes aware of a negative screening criteria (i.e., “disqualifying factor”), provide written notification of deletions of personnel to the contractor’s “Listing of personnel requiring entry/access” to the Contracting Officer/designee, and return all government-issued identification passes/badges and vehicle passes/decals to the Contracting Officer/designee.

(3) Maintain a copy of all background checks for a 24-month period and ensure subsequently needed background checks are accomplished prior to the expiration of a 24-month period (See Note 3).

(i) Given a reasonable cause, condition, or reason, this requirement does not circumvent an installation/location commander’s unilateral authority to deny or withdraw any individual’s entry/access to an installation/location.

(j) When work under this contract requires unescorted entry to controlled or restricted areas, the contractor shall comply with AFI 31-101, The Air Force Installation Security Program, and AFI 31-501, Personnel Security Program Management, as applicable.

(k) Contractor personnel are not covered by FAR 52.222-3, Convict Labor, for the purposes of entry/access to entry/access to installations/locations. Contractor personnel are covered by FAR 52.222-3 for the purposes of performance outside of installations/locations.

(l) The Contractor shall insert this requirement in any subcontract where the subcontractor will require entry/access to the installation(s)/location(s) cited in the contract.

Note 1: “Listing of personnel requiring access/entry.” The contractor shall provide a “Listing…