FA4407-12-R-0009-0001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

1. The primary reason for this ammendment is to change all contract clauses, terms, and conditions to meet the requirements of a Non-Appropriated Funds (NAF) contract.

2. There have also been changes made to the period of performance (PoP) for the base year. The new PoP for the base year is 1 Jan 2013

- 30 Sep 2013.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 20

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 16-Oct-2012

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X FA4407-12-R-0009

X 9B. DATED (SEE ITEM 11)

23-Aug-2012

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer X is extended, is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

17-Oct-2012

CODE

375 CONS/LGC

201 E WINTERS STREET BLDG 50

SCOTT AFB IL 62225-5015

FA4407 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

FA4407-12-R-0009

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 1449 - CONTINUATION SHEET

SOLICITATION/CONTRACT FORM

The required response date/time has changed from 22-Sep-2012 04:30 PM to 24-Oct-

2012 05:00 PM.

DELIVERIES AND PERFORMANCE

The following Delivery Schedule item for CLIN 0001 has been changed from:

DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807 FOB: Destination

F3S325

To:

DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0002 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0003 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0004 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0005 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0006 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0007 has been changed from:

POP 01-OCT-2012 TO

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0008 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0009 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0010 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0011 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0012 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0013 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0014 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0015 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0016 has been changed from:

POP 01-OCT-2012 TO

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following Delivery Schedule item for CLIN 0017 has been changed from:

POP 01-OCT-2012 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

POP 01-JAN-2013 TO

30-SEP-2013

N/A 375 FSS/FSVL - F3S325

RONALD POWELL

505 WARD DRIVE, ROOM 219

SCOTT AFB IL 6225-5001

618-256-1844X5807

The following have been added by full text:

EVALUATION FACTORS

BASIS FOR CONTRACT AWARD: This is a competitive selection in which competing offerors past and present performance history will be evaluated on a basis significantly more important than price. All offers shall be treated equally except for their technical proposals, prices and performance records. The evaluation process shall proceed as follows:

A. Price: All offerors shall be ranked according to price including option prices. An offeror’s proposed prices will be determined by multiplying the quantities identified in the Pricing

Schedule by the unit price for each item to confirm the extended amount for each. Copies of the Pricing Schedule will be necessary in order to submit a proposal for each Option year.

B. Past Performance: The contracting officer shall seek recent and relevant performance information on at least three (3) and no more than five (5), of the most relevant contracts performed for Federal agencies and commercial customers within the last 3 years based on (1) the references provided by all offerors and (2) data independently obtained from other government and commercial sources. Relevant present/past performance effort involved similar scope and magnitude of effort and complexities this solicitation requires. The government reserves the right to seek information on higher priced offerors if none of the lower priced offerors receive a "Substantial Confidence" performance assessment rating. The purpose of the past performance evaluation is to assess the degree of confidence the Government has in the offeror's ability to perform the effort described in the solicitation that meet users' needs, based on the offeror's demonstrated record of performance. The assessment process will result in an overall performance confidence assessment rating of Substantial Confidence, Satisfactory Confidence, Limited Confidence, No Confidence, or Unknown Confidence as defined in DoD Source Selection Procedures, Table 5, Performance Confidence Assessments. Past performance regarding predecessor companies, key personnel who have relevant experience, or sub-contractors that will perform major or critical aspects of the requirement will be considered as highly as past performance information for the principal offeror. Offerors with no relevant past or present performance history or the offeror's performance record is so limited that no confidence assessment rating can be reasonably assigned shall receive the rating "Unknown Confidence", meaning the rating is treated neither favorably nor unfavorably.

C. In evaluating past performance, the government reserves the right to give greater consideration to information on those contracts deemed most relevant to the effort described in this solicitation.

D. If the lowest priced evaluated offer is judged to have a “Substantial Confidence” performance rating and the offeror is determined to be responsible, that offer represents the best value for the government and the evaluation process stops at this point. Award shall be made to that offeror without further consideration of any other offers.

E. If the lowest priced offeror is not judged to have a "Substantial Confidence" performance assessment, the next lowest priced offeror will be evaluated and the process will continue (in order by price) until an offeror is judged to have a "Substantial Confidence" performance assessment or until all offerors are evaluated. The Source Selection Authority shall then make an integrated assessment best value award decision.

F. Offerors are cautioned to submit sufficient information and in the format specified in the proposal preparation instructions to permit a meaningful assessment of past performance.

Offerors may be asked to clarify certain aspects of their proposal or respond to adverse past performance information to which the offeror has not previously had an opportunity to respond.

Adverse past performance is defined as past performance information that supports a less than satisfactory rating on any evaluation element or any unfavorable comments received from sources without a formal rating system. Communication conducted to resolve minor or clerical errors will not constitute discussions and the contracting officer reserves the right to award a contract without the opportunity for proposal revision.

G. The government intends to award a contract without discussions with respective offerors. The government, however, reserves the right to conduct discussions if deemed in its best interest.

(End of provision)

NAF GENERAL PROVISIONS

Modified as of 9 Dec 2011

GENERAL PROVISIONS

l. 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 be 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 Modified as of 9 Dec 2011 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 (ii) 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 days (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 Modified as of 9 Dec 2011 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 day 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 NAFI's. If the NAFI makes payment but such payment fails to include a prompt payment penalty due 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 days after the date of payment. Modified as of 9 Dec 2011

15. HOLD AND SAVE HARMLESS (JAN 2005) - The Contractor shall indemnify, hold and save harmless, and defend the NAFI, 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 NAFI, 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. Modified as of 9 Dec 2011

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 date 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. Modified as of 9 Dec 2011

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 NAFI’s right at any time to avail itself of such remedies as it may have for any breach or breaches of such terms and conditions.

Modified as of 9 Dec 2011

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 52.222-41 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

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

Funds are not presently available for this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for this contract and until the Contractor receives notice of such availability, to be confirmed in writing by the Contracting Officer.

(End of clause)

The following have been modified:

52.216-18 ORDERING. (OCT 1995)

(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 1 January 2013 through 31 March 2018.

(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) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

52.216-21 REQUIREMENTS (OCT 1995)

(a) This is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated'' or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) 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 the expiration of the contract, 30 Sep 2017 or after the expiration of any subsequent contract extension(s).

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 15 Days prior to expiration of the contract.

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 15 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 5 years, 6 months.

5352.242-9000 CONTRACTOR ACCESS TO AIR FORCE INSTALLATIONS (JUN 2002)

(a) The contractor shall obtain base identification and vehicle passes for all contractor personnel who make frequent visits to or perform work on the Air Force installation(s) cited in the contract. Contractor personnel are required to wear or prominently display installation identification badges or contractor-furnished, contractor identification badges while visiting or performing work on the installation.

(b) The contractor shall submit a written request on company letterhead to the contracting officer listing the following: contract number, location of work site, start and stop dates, and names of employees and subcontractor employees needing access to the base. The letter will also specify the individual(s) authorized to sign for a request for base identification credentials or vehicle passes. The contracting officer will endorse the request and forward it to the issuing base pass and registration office or security police for processing. When reporting to the registration office, the authorized contractor individual(s) should provide a valid driver’s license, current vehicle registration, and valid vehicle insurance certificate to obtain a vehicle pass.

(c) During performance of the contract, the contractor shall be responsible for obtaining required identification for newly assigned personnel and for prompt return of credentials and vehicle passes for any employee who no longer requires access to the work site.

(d) When work under this contract requires unescorted entry to controlled or restricted areas, the contractor shall comply with AFI 31-209, the Air Force Resource Protection Program, and AFI 31-501, Personnel Security Program Management, as applicable.

(e) Upon completion or termination of the contract or expiration of the identification passes, the prime contractor shall ensure that all base identification passes issued to employees and subcontractor employees are returned to the issuing office.

(f) Failure to comply with these requirements may result in withholding of final payment.

The following have been deleted:

ADDENDA TO 52.212-1

ADDENDA TO 52.212-2

ADMINISTRATIVE/INVOICING INFO

52.203-3 Gratuities APR 1984 52.203-6 Alt I Restrictions On Subcontractor Sales To The Government

(Sep 2006) -- Alternate I

OCT 1995

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-7 Central Contractor Registration FEB 2012 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

FEB 2012

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

DEC 2010

52.209-7 Information Regarding Responsibility Matters FEB 2012 52.212-1 Instructions to Offerors--Commercial Items FEB 2012 52.212-2 Evaluation - Commercial Items JAN 1999

52.212-3 Offeror Representations and Certification--Commercial Items FEB 2012 52.212-4 Contract Terms and Conditions--Commercial Items FEB 2012 52.212-5 (Dev) Contract Terms and Conditions Required to Implement

Statutes or Executive Orders--Commercial Items (Deviation)

MAR 2012

52.216-19 Order Limitations OCT 1995 52.217-5 Evaluation Of Options JUL 1990 52.219-6 Notice Of Total Small Business Set-Aside NOV 2011 52.219-8 Utilization of Small Business Concerns JAN 2011 52.219-14 Limitations On Subcontracting NOV 2011 52.219-28 Post-Award Small Business Program Rerepresentation APR 2009 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-26 Equal Opportunity MAR 2007 52.222-35 Equal Opportunity for Veterans SEP 2010 52.222-36 Affirmative Action For Workers With Disabilities OCT 2010 52.222-37 Employment Reports on Veterans SEP 2010 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-41 Service Contract Act Of 1965 NOV 2007 52.222-42 Statement Of Equivalent Rates For Federal Hires MAY 1989 52.222-43 Fair Labor Standards Act And Service Contract Act - Price

Adjustment (Multiple Year And Option)

SEP 2009

52.222-50 Combating Trafficking in Persons FEB 2009 52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts

DEC 2007

52.223-4 Recovered Material Certification MAY 2008 52.223-17 Affirmative Procurement of EPA-Designated Items in Service and Construction Contracts

MAY 2008

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.225-25 Prohibition on Engaging in Sanctioned Activities Relating to

Iran--Certification.

NOV 2011

52.232-33 Payment by Electronic Funds Transfer--Central Contractor Registration

OCT 2003

52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights JAN 2009 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A Central Contractor Registration Alternate A SEP 2007 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7001 Disclosure of Ownership or Control by the Government of a

Terrorist Country

JAN 2009

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country

DEC 2006

252.212-7000 Offeror Representations and Certifications- Commercial Items

JUN 2005

252.212-7001 (Dev) Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items (Deviation)

DEC 2010

252.225-7012 Preference For Certain Domestic Commodities JUN 2010 252.226-7001 Utilization of Indian Organizations and Indian-Owned SEP 2004

Economic Enterprises, and Native Hawaiian Small Business Concerns

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

MAR 2008

252.232-7006 Wide Area WorkFlow Payment Instructions JUN 2012 252.243-7002 Requests for Equitable Adjustment MAR 1998 252.247-7023 Transportation of Supplies by Sea MAY 2002

5352.201-9101 OMBUDSMAN (AUG 2005) JAN 2012

(End of Summary of Changes)