SATELLITE_TV_COMBO_-_Amend_1.docx

This is a combined synopsis/solicitation for a commercial item prepared in accordance with the format in the Federal Acquisition Regulation (FAR) Subpart 12.6, as supplemented with additional information included in the notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. Solicitation number FA4484-17-Q-0006 is being issued as a Request for Quote (RFQ) using Simplified Acquisition Procedures. This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-95 effective 19 Jan 2017, and the Defense Federal Acquisition Regulations (DFARS) Change Notice 20161222 effective 22 Dec 2016. It is the contractors' responsibility to be familiar with applicable clauses and provisions. This requirement is being issued as a 100% small business set-aside acquisition under North American Industrial Classification System Code is 515210 with a small business size standard of $38.5M. The government intends to issue a single firm fixed price blanket purchase agreement.

Quotes are due to michael.yerger.1@us.af.mil no later than 9 March 2017 at 11:00 EDT.

THE PRICE LIST IS PROVIDED AS AN EXTERNAL DOCUMENT

PERFORMANCE BASED WORK STATEMENT (PWS)

FOR

SATELLITE SERVICES JOINT BASE MDL LAKEHURST

1.0 DESCRIPTION OF SERVICES

0. Scope of Work The contractor shall provide all necessary equipment, tools, labor, supervision, and any other items necessary to provide satellite programming at the locations provided in paragraph 2.0 below at the Lakehurst area of Joint Base McGuire-Dix-Lakehurst (JB MDL) and any new locations identified during the performance period of this contract. The contractor shall ensure that this service is available 24 hours per day, 7 days per week and promptly respond to requests for service/trouble calls, including installation, connection, disconnection, and repair as indicated below.

The Contractor shall provide services and may use the existing prewired facilities, aerial, direct-buried, and conduit cable located on Lakehurst.

Note: All of the following locations currently have DirecTV services.

2.0 Programming Requirements: The contractor shall provide:

2.1 Two drops in Building 33 Golf Course Pro Shop. Programming shall include ESPN, ESPN2, ESPNEWS, ESPNU, Fox News, Fox Sports 1, Fox, Sports 2, Golf Channel, MLB Network, NBA TV, NBC Sports, NFL Network, NHL, Network, CNN, HLN, MSNBC, MTV1, MTV2, NBC Sports Network, The Weather Channel, VH1, VH1 Classic, and local channels in high definition.

2.2 One drop location in Building 33 Annex (basic package) and 11 drops in Building 123. Programming shall include choice/sonic music programming (50+ commercial free music channels).

2.3 71 drops at the All American Inn, Building 481. Programming shall include Bloomberg, Discovery Channel, Disney channel, Disney XD, DIY Network, Food Network, Hallmark Channel, HGTV, Investigation Discovery, National Geographic Channel, Nickelodeon, The Weather Channel, and local channels in high definition.

ADD – ESPN, ESPN2 and ESPNews.

1st floor -14 drops 2nd floor – 25 drops 3rd floor – 25 drops Additional Drops 1st Floor – 1 drop Lobby, 1 drop Business Room, 1 drop Office Additional Drops 2nd Floor - 1 drop Fitness Center Additional Drops 3rd Floor – 1 drop Conference Room

3.0. GOVERNMENT FURNISHED RESOURCES

Base power is available in the communications area, distribution area and subscriber service areas. The government shall provide televisions for each subscriber service location.

4.0. OPERATIONS AND MAINTENANCE (O&M)

O&M actions include all actions taken by the contractor to operate and maintain equipment and systems in a serviceable condition or to restore it to a serviceable condition including parts, inspection, periodic testing, adjustment, and repair.

4.1. Service and Repairs: Installation/removal/relocation and repair services will be handled on a case by case basis. The contractor is required to provide a 24 hour hotline for service and repairs.

Routine Requests: All requests for new installations/removal and/or relocations shall be classified as routine. unless determined otherwise by the government representative. These routine requests will be completed within four business days, three if possible.

Priority Requests: Priority requests shall be completed within 48 hours of notification.

All services/repairs over $100.00 requires pre-approval by the Government POC listed below.

4.2. Equipment locations

Approval of the placement or location of subscriber services and equipment may be denied, withdrawn or modified at any time if essential to avoid or reduce interference with government operations or activities. However, the contractor will be reimbursed for any removal or relocation of equipment unless the equipment was placed without government approval.

4.3. Prewired Locations

The contractor may re-use and maintain the existing wiring system currently installed.

4.4. Construction

The construction or placement of new equipment on the base by the contractor, as well as alterations, digging, or additions to existing government property requires approval of the Civil Engineering Squadron via Air Force Form 103. Civil Engineering point of contact will be the Civil Engineering Customer Service Desk at 609-754-2388.

4.5. Site Restoration

Following the installation of cable or satellite services, the contractor is required to restore the site to its original condition. The government reserves the right to inspect any and all work to ensure compliance.

5.0. GOVERNMENT INFORMATION

5.1. Base POCs

Tinsley Edwards Tinsley.Edwards@us.af.mil 609-754-4667 ext. 4116

5.2. Place of Performance

Place of performance is JB MDL Lakehurst, NJ.

5.3. Period of Performance

The contractor shall begin satellite service to existing drops within 3 days after contract award.

5.4. Miscellaneous

5.4.1. Police Protection.

Base Security Forces shall provide initial law enforcement response and services to the contractor. The Joint Base Security Operations Desk can be reached at phone number (609) 754-2001 (McGuire/Dix) or (732) 323-4000 (Lakehurst).

5.4.2. Protection.

Base Fire Department shall provide initial response and fire protection and emergencies services to the contractor. The Base Fire Alarm Control Center can be reached at phone number 911 from any base telephone.

5.4.3. 911 Emergency (911) cell phone calls do not automatically come to Joint Base McGuire-Dix-Lakehurst. When dialing 911 from a cell phone you must tell the county emergency operations operator your full location to ensure that you are then connected to the proper first responders on Joint Base McGuire-Dix-Lakehurst.

5.5.4. Utilities

All reasonable quantities of utilities will be available to the contractor without charge.

6.0 Billing:

All monthly invoices will be paid via government credit card. The contractor will submit all invoices directly to:

Melissa.ross.2@us.af.mil 609 754-5117 Christie.hagan.1@us.af.mil 609 754-4667 x4015 Edna.harting@us.af.mil 609 754-5504

EXTERNAL ATTACHMENTS:

1. Price List

2. List of Government Furnished Equipment

3. Wage Determination for Monmouth/Ocean County

4. Security Forces Appendix

THE FOLLOWING PROVISIONS/CLAUSES ARE APPLICABLE TO THE APPROPRIATED FUNDS PORTION OF THIS REQUIREMENT:

ADDENDUM TO 52.228-5

ADDENDUM TO FAR Clause 52.228-5:

1. The required workmen’s compensation insurance shall extend to cover employer’s liability for accidental bodily injury or death and for occupational disease with a minimum liability of $100,000.

1. General liability insurance shall be required on the comprehensive form of policy and shall provide bodily injury liability of at least $500,000 per occurrence and property damage liability of at least $20,000 per occurrence.

1. Automobile policy shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage, covering the operation of all automobiles used in connection with the performance of the contract. At least the minimum limits of $200,000 per occurrence for property damage shall be required.

1. The amount of coverage on all policies shall be commensurate with any state and local requirements and shall be sufficient to meet normal and customary claims.

Contractor will be required to provide proof of the above insurance to the contracting officer PRIOR to the commencement of work.

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

ADDENDUM 52.212-2

BASIS FOR CONTRACT AWARD: a. Basis for Contract Award This is a Lowest Price Technically Acceptable (LPTA) award decision conducted in accordance with Federal Acquisition Regulation (FAR) 15, Contracting by Negotiation, as supplemented by the Defense Federal Acquisition Regulation Supplement (DFARS), and the Air Force Federal Acquisition Regulation Supplement (AFFARS). These regulations are available electronically at the Air Force (AF) FARSite, http://farsite.hill.af.mil. The Government will select the proposal with the lowest evaluated price from among those meeting the acceptability standards for non-price factors. A contract may be awarded to the offeror who is deemed responsible in accordance with the FAR Part 9.1, as supplemented, whose quote conforms to the solicitation’s requirements (to include all stated terms, conditions, representations, certifications, and all other information required by this solicitation) and is judged to represent the lowest price technically acceptable quote.

b. Solicitation Requirements, Terms and Conditions Offerors are required to meet all solicitation requirements, such as terms and conditions, representations and certifications, and technical requirements, in addition to those identified as factors or subfactors. Failure to comply with the terms and conditions of the solicitation may result in the offeror being ineligible for award. Offerors must clearly identify any exception to the solicitation terms and conditions and must provide complete supporting rationale. The Government reserves the right to determine any such exceptions unacceptable.

c. Technical Factor The Government’s technical evaluation team shall evaluate the technical proposals on an acceptable or unacceptable basis. An “Unacceptable” rating will render the entire quote unacceptable and, therefore, unawardable. Technically acceptable is defined having successfully provided these services in the last five years. Offerors must provide documentation of this technical performance. Offerors who fail to provide this documentation will render their quote unacceptable.

5352.201-9101 OMBUDSMAN (April 2015)

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns from offerors, potential offerors, and others for this acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the ombudsman does not affect the authority of the program manager, contracting officer, or source selection official. Further, the ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of protests or formal contract disputes. The ombudsman may refer the party to another official who can resolve the concern.

(b) Before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution. Consulting an ombudsman does not alter or postpone the timelines for any other processes (e.g., agency level bid protests, GAO bid protests, requests for debriefings, employee-employer actions, contests of OMB Circular A-76 competition performance decisions).

(c) If resolution cannot be made by the contracting officer, the interested party may contact the ombudsmen, Mr. Gregory S. Oneal, AFICA OL AMC, 507 Symington Drive, Scott AFB, IL 62225-5022, 618-229-0267, fax 618-256-6668, email: Gregory.Oneal@us.af.mil. Concerns, issues, disagreements, and recommendations that cannot be resolved at the Center/MAJCOM/DRU/HQ AFICA/AFISRA/SMC ombudsman levels, may be brought by the interested party for further consideration to the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contracting), SAF/AQC, 1060 Air Force Pentagon, Washington DC 20330-1060, phone number (571) 256-2395, facsimile number (571) 256-2431.

(d) The ombudsman has no authority to render a decision that binds the agency.

(e) Do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Contracting Officer.

ANTI-TERRORISM

Reference:

1. Department of Defense Instruction (DoDI) 2000.16 DoD Antiterrorism (AT) Standards, 02 OCT 2006, Paragraph E3.18 DoD Standard 18

1. Defense Federal Acquisition Regulation Supplement (DFARS) (Reference (r)) reflects current DoD AT security requirements for defense contractors

1. Joint Publication 3-07.2 Antiterrorism

Terrorism is defined as:

The calculated use of unlawful violence or threat of unlawful violence to inculcate fear; intended to coerce or to intimidate governments or societies in the pursuit of goals that are generally political, religious, or ideological. See also antiterrorism; combating terrorism; counterterrorism; force protection condition; terrorist; terrorist groups.

Antiterrorism - As a prelude and during performance of any contract, it is critical that the Contractor be supportive of all DoD requirements to protect personnel and; their families, installations, facilities, information, and other resources from terrorist acts. All Contractors and Sub-Contractors are responsible for providing their personnel information on the (JB MDL) Antiterrorism Program. During performance of work, personnel security and protection of resources is critical for the installation to maintain a safe work environment. Contractors and contracted personnel will be alert for any suspicious activities while on the installation. If any situation appears to be suspicious, immediate actions must be taken to properly notify base 87 Air Base Wing (ABW) Security Forces Squadron (SFS) Law Enforcement Desk (Dix and McGuire) (609) 562-6001, Lakehurst (732) 323-4000. Contractors must ensure that contracted personnel and vehicles are strictly controlled during performance of duty. For instance, Contractors shall use reasonable efforts to prevent any personnel or equipment from being placed in harm’s way or in a position that could aid or abet terrorists. It is recommended that all contracted personnel take the computer based training (CBT) for the DoD approved Antiterrorism Level I Training at https://atlevel1.dtic.mil/at/. Contractors are encouraged to contact the JB MDL Antiterrorism Office at (609)754-1397 for information regarding the installation Antiterrorism Program.

MEDICAL STATEMENT

Health Care: The medical treatment facility will provide urgent health care to contract employees (contract employee is not a Government employee but is a contractor or an employee of a contractor) for injuries occurring while on duty. Urgent health care is defined as medical care authorized to the extent necessary to save life or limb and prevent undue pain and suffering. The contract employee will be transferred to a civilian medical facility as soon as the contract employee is stabilized. The cost of such treatment will be paid for, in full, within a reasonable period of time, by the contract employee and will not be borne by the 87th Medical Treatment Facility, the United States Air Force or the Government. An AF Form 1127, Hospital Invoice/Receipt/Accounts Receivable Record, will be prepared to ensure collection and/or billing of charges. If a contract employee cannot pay for the treatment at the time of discharge, a statement of charges and a letter of indebtedness will be completed and billed to the contract employee for medical services rendered. An accounts receivable record will be established for each contract employee who receives medical care and is unable to pay at the time of discharge. Follow-up on accounts receivable will be completed in accordance with AFI 41-120, Medical Resource Operations. After an accounts receivable record is established and billing for outpatient medical services has occurred, the SF 558, Medical Record - Emergency Care and Treatment, will be annotated with the date of billing and the voucher number and forwarded to Outpatient Records to be filed in the medical record folder. The contract employee shall ensure that he/she provides timely notice to his/her medical insurance company and that if the insurance company is to make payment, the insurance company has adequate information and documentation to make payment. A contract employee treated in a natural disaster is not charged for outpatient care.

THE FOLLOWING PROVISIONS/CLAUSES ARE APPLICABLE TO THE NON - APPROPRIATED FUNDS PORTION OF THIS REQUIREMENT:

GENERAL PROVISIONS

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

0. Contract. An agreement that creates a legal obligation. The elements of a contract are a mutual agreement; between competent parties; for a legal purpose; involving the exchange of legal consideration; and that creates a mutuality of obligation to perform between the parties. The term contract, as used herein, includes without limitation, formal bilateral contracts, purchase orders, consignment sales agreements, amendments and modifications thereto, as well as other agreements entered into by an authorized Contracting Officer acting within his or her authority.

0. Contracting Officer. An individual delegated the authority to legally bind the NAFI by entering into, modifying, administering, and terminating contracts.

0. Contractor. Any legal entity that is awarded a contract. The Contractor is the party responsible for and agrees to furnish supplies and/or services at specified prices/rates and/or to pay the NAFI mutually agreed to commissions and/or fees in conjunction with providing services to NAFI customers under this contract. Contractor may include, but is not limited to the following terms "vendor," "seller," "supplier," “manufacturer,” “distributor,” “concessionaire” and/or "licensee."

0. Contracting Officers’ Representative (COR). An individual authorized in writing by a Contracting Officer to monitor Contractor performance and/or help administer a contract. Definition applies to Contracting Officers’ Technical Representative (COTR) and Alternate COR (ACOR).

0. Day. A day means, unless otherwise provided, a 24 hour period of time denoted as midnight to midnight of a calendar day, unless the last day of a specified number of days within which the contractor must file a claim or notice with the contracting officer falls on Saturday, Sunday or a federal holiday, in which case the last day shall be the next business day denoted as Monday through Friday.

0. Nonappropriated Fund Instrumentality (NAFI). A DoD organizational and fiscal entity supported in whole or in part by Nonappropriated Funds. A NAFI, as an instrumentality of the U.S. Government, enjoys the same immunities and privileges as the U.S. Government in the absence of specific Federal statute. It is not incorporated under the law of any State, but has the legal status of an instrumentality of the United States. References to United States, the Government, and other related references will generally be implied to mean the NAFI throughout this contract.

1. LEGAL STATUS - The Nonappropriated Fund Instrumentality (NAFI), which is party to this contract, is an integral part of the Department of Defense and is an instrumentality of the United States Government. No appropriated funds of the United States shall become due or be paid the Contractor by reason of this contract.

1. CLAIMS

1. The contract is not subject to the Contract Disputes Act of 1978 (41 U.S.C. 7101-7109). All disputes arising under or relating to this contract shall be resolved under this clause.

1. "Claims," as used in this clause, means the inability of a contractor and the contracting officer to reach a mutual agreement related to contractual issues in controversy resulting in the filing of a written demand or assertion seeking payment of money, adjustment or interpretation of contract, or other relief, and issuance of a contracting officer’s final decision. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under this clause. The submission may be converted to a claim under this clause, by complying with the submission requirements of this clause. if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

1. (1) A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. A claim by the NAFI against the Contractor shall be subject to a written decision by the Contracting Officer.

(2) For Contractor claims exceeding $150,000, the Contractor shall submit with the claim a certification that contains the following statement: “Subject to the False Claim Act, 31 USC 3729, I certify 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 NAFI is liable; and that I am duly authorized to certify on behalf of the Contractor.”

1. For contract claims of $150,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $150,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

1. The Contracting Officers’ decision shall be final unless the contractor appeals as provided in paragraph (f) of this clause.

1. The Contracting Officers’ final decision on claims may be appealed by submitting a written appeal to Armed Services Board of Contract Appeals with a copy to the Contracting Officer, within 90 days of receipt of the Contracting Officers’ final decision. Decisions of the Armed Services Board of Contract Appeals are final and are not subject to further appeal.

1. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

1. REPRESENTATIONS

2. This written contract, including identified attachments, enclosures and documents incorporated by reference, is the entire agreement between the parties. The NAFI will not be bound by any oral or written representation not included or incorporated in the written contract or a written modification thereto. The NAFI will not be bound by any terms on Contractor forms or letters unless such terms are specifically agreed to and incorporated in the contract and signed by the Contracting Officer. Except as otherwise specifically provided in this contract, all additions, changes or deletions to this contract must be prepared in writing as a modification and signed either unilaterally by the Contracting Officer or bilaterally by both parties in accordance with applicable regulations.

2. The Contractor shall not represent itself to be an agent or representative of the NAFI or any other agency or instrumentality of the United States.

1. ADVERTISEMENTS - The Contractor shall not represent in any manner, expressly or by implication, that items or services purchased or sold under this contract are approved or endorsed by any element of the U.S. Government, including the NAFI. All Contractor advertisements that refer to the NAFI or a NAFI activity will contain a statement that the advertisement was neither paid for nor sponsored, in whole or in part, by the U.S. Government or the NAFI.

1. EXAMINATION OF RECORDS

4. The Contractor agrees that the Contracting Officer or a duly authorized representative(s) 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 expiration of three (3) years after the final payment under the contract.

4. The Contractor shall include this clause in all subcontracts.

1. HOLD AND SAVE HARMLESS - The Contractor agrees to indemnify and hold harmless the NAFI and any other agency or instrumentality of the United States, and their officers, agents, and employees, from any loss, expense, damage, injury, claim, suit or judgment (including administrative actions taken against the NAFI by other federal, state or local agencies) arising from the contractors’ (employees, agents or subcontractors) acts or omissions or the items/services provided pursuant to the contract (including any patent, copyright, or trademark infringement claimed by a third party in connection with the items/services provided by the contractor). Nothing contained herein, however, shall relieve or be construed as relieving the NAFI or any other agency or instrumentality of the United States from any liability resulting from its negligence.

1. INSURANCE

6. The Contractor shall, at its own expense, provide and maintain during the entire performance period of this contract at least the insurance coverage as stated in this contract. In no event shall the coverage be less than the minimum requirements established by applicable state and local regulations and laws for the risk associated with the services to be provided by the contract. The Contractor shall be fully responsible to the NAFI for errors and omissions of its associates' and subcontractors' under this contract.

6. The Contractor shall furnish to the Contracting Officer a current certificate of insurance prior to the commencement of performance under the contract. The “INSURED” block of the Certificate of Insurance must list both the Contractors’ name / (or Contractors’ d.b.a. name) and the contract number. The Certificates of Insurance shall evidence that all lines of insurance coverage required by the contract are in effect, and that not less than thirty (30) days prior written notice shall be provided to the Contracting Officer in the event of modification, cancellation, or non-renewal of any portion of the insurance coverage(s). All certificates of insurance must list the NAFI as the certificate holder, name the NAFI and the United States as additional insureds, and carry an endorsement waiving the Contractors’ rights to subrogation against the NAFI and the United States.

1. PROCUREMENT INTEGRITY

By submission of an offer or performance of this contract, the offeror or Contractor certifies with respect to this NAFI contract action:

7. That no discussion, offer, or promise of future employment or business opportunity has nor will be made to NAFI civilian or military personnel who personally and substantially participated in the contract action.

0. That no offer, promise, or gift of any gratuity, entertainment, money, or other thing of value has nor will be made to any NAFI civilian or military personnel or any other employee of the U.S. Government or member of their family or household.

0. That no information proprietary to other offerors or other contracting information (offeror list, prices offered, technical evaluations, rankings, etc.) is sought or obtained until it is available to the public under NAFI procedures.

0. That no person or selling agency has been employed or retained to secure this contract for a commission, percentage, brokerage, or contingent fee except bona fide employees or bona fide established commercial selling agencies retained by the Contractor for the purpose of securing business.

7. The Contractor certifies that no gratuities (entertainment, gifts, money, kickbacks, or other things of value) were nor will be solicited or accepted by the Contractor or Contractor representative, nor from any Subcontractor or Subcontractor representative, for the purpose of obtaining or rewarding favorable treatment in connection with this contract or any subcontract under it.

7. The Contractor will report in writing to the Contracting Officer any possible violation of this clause when there are reasonable grounds to believe a violation may have occurred. The Contractor will cooperate fully with any federal agency investigation of a possible violation of this clause.

7. For breach of any of these certifications, the NAFI may terminate this contract for default, and/or deduct from amounts due under this or other contracts, or charge the Contractor for the total value of any contingent fee, gratuity, kickback or other loss to the NAFI arising out of the breach.

1. ASSIGNMENT OF CLAIMS

The contractor cannot assign any right or delegate any obligations under this contract without the prior written permission of the Contracting Officer.

1. TERMINATION FOR CONVENIENCE

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.

1. CANCELLATION BY MUTUAL AGREEMENT

Should the situation warrant, the parties upon mutual agreement and no costs, may cancel this contract without further recourse to the other and mutual release of any further obligations.

1. TERMINATION FOR CAUSE

11. 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-

0. Deliver the supplies or perform the service within the time specified within this contract or any extension;

0. Make progress, so as to endanger performance of this contract (however, see paragraph b. below); or

0. Perform any of the other provisions of this contract (however see paragraph b. below).

11. The NAFI's right to terminate this contract under paragraph a. 2. and a. 3. 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.

11. 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.

11. 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. 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:

3. Acts of God or of the public enemy

3. Act of the NAFI in either its sovereign or contractual capacity

3. Fires

3. Floods

3. Epidemics

3. Quarantine restrictions

3. Strikes

3. Freight embargoes

3. Unusually severe weather

11. 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

1. 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.

11. 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.

11. 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.

11. 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. This contract is automatically terminated for the convenience of the government in the event the NAFI is dissolved.

1. CHANGES

12. The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Contract in any one or more of the following:

0. If the requirement is for supplies and/or services: drawings, designs, or specifications; method of shipment or packing; description of services to be performed; time of performance (i.e., hours of the day, days of the week, etc.); place of delivery or place of performance of services.

0. If the requirement is for concession services (including public private ventures): specifications (including drawings and designs); method or manner of performance of work; NAFI-furnished facilities, equipment, materials, services, or site; and/or directing acceleration in the performance of work.

0. If the requirement is for transportation services: specifications; work or services; place of origin; place of delivery; tonnage to be shipped; and/or amount of NAFI-furnished property.

12. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Contract, whether or not changed by the order, the Contracting Officer will make an equitable adjustment in the Contract price, the delivery schedule, or both, and modify the Contract.

12. The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order; however, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the Contract.

12. If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property.

12. If the requirement is for architect-engineer or other professional services, no services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written authorization of the Contracting Officer.

12. If the requirement is for concession services (including public private ventures), the Contractor shall notify the Contracting Officer in writing within seven (7) days of the occurrence of any event that the Contractor considers a change to the Contract that has not been authorized in writing signed by the Contracting Officer. The Contractor will be deemed to have waived any right to an adjustment if timely notice is not provided to the Contracting Officer as required herein. For purposes of this clause, "event" shall include, but not be limited to, an order or direction by a NAFI or other Government official, a contested contract interpretation, interference with or interruption of the contract work, or any other event that increases the cost or time to perform the contract as compared to the cost or time that would be required if the Contractor performed the Contract in accordance with its terms.

12. Failure to agree to any adjustment shall be a “claim” under either the “Claims” or “Disputes Resolution” clause of this Contract; however, nothing in this clause shall excuse the Contractor from proceeding with the Contract as changed.

1. SOCIAL RESPONSIBILITY AND LABOR STANDARDS – NONRESALE

By performance of this contract, the Contractor and any subcontractors shall comply with the Social Responsibility requirements addressed herein:

13. Combating Trafficking in Persons (CTIP). Applicable to all contracts, regardless of location performed.

0. Definitions. The meanings of the terms coercion, commercial sex act, debt bondage, forced labor, involuntary servitude, severe forms of trafficking in persons, and sex trafficking are as is defined in the Trafficking Victims Protection Act of 2000, Public Law 106-386, October 28, 2000 < http://www.state.gov/documents/organization/10492.pdf >.

0. Policy. DoD NAFIs have adopted the U.S. Government’s zero tolerance policy regarding trafficking in persons. During the contract period of performance, Contractor and contractor employees shall not:

1. Engage in severe forms of trafficking; (b) Procure commercial sex; or (c) Use forced labor

0. Contractor Requirements. Contractor shall: (a) Notify its employees of: Zero tolerance policy described in this clause; and actions that will be taken against employees for violations of this policy. (Such actions may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment); and (b) Take appropriate action against employees or subcontractors that violate policy in paragraph a.(2) of this clause, up to and including termination.

0. Notification. Contractor shall inform the Contracting Officer immediately of: (a) Any information it receives from any source (including host country law enforcement) alleging a Contractor employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and (b) Any actions taken against Contractor employees, subcontractors, or subcontractor employees pursuant to this clause.

0. Remedies. In addition to other remedies available to the NAFI, Contractor's failure to comply with the requirements of this clause may result in (a) Requiring the Contractor to remove a Contractor employee or employees from performance under the contract; (b) Requiring the Contractor to terminate a subcontract; (c) Suspension of contract or fee payments; (d) Termination of the contract for default or cause, in accordance with the termination clause of this contract; and/or (e) Suspension or debarment.

0. Mitigating Factors. The Contracting Officer may consider whether Contractor had a Trafficking in Persons awareness program at the time of any violation as a mitigating factor when determining remedies.

0. Additional information about Trafficking in Persons and examples of awareness programs can be found on the U.S. Department of State, Office to Monitor and Combat Trafficking in Persons (OMCTP) website < http://www.state.gov/j/tip/index.htm >.

13. Labor; Work Hours, Compensation and Benefits; Discipline; Freedom of Association; Discrimination; and Workspaces. Applicable to all contracts, regardless of location performed.

Contractor Requirements.

1. Labor - Contractor shall not employ any person under the age of 14 years, unless local and national laws stipulates a higher age for work or mandatory schooling, in which case the higher age will apply. Contractor shall not use force or other compulsory labor in performance of this contract, nor require employees to lodge "deposits" or identity papers upon commencing employment with the Contractor or subcontractor.

1. Working Hours, Compensation and Benefits. Contractor shall comply with applicable local and national laws on maximum daily/weekly working hours. Contractor shall ensure that wages paid for a standard workweek are consistent with local national laws.

1. Safe and Healthy Workplace. Contractors shall provide employees with a safe and healthy workplace in compliance with all local and national laws.

1. Discipline. Contractor shall not engage in or support the use of corporal punishment, mental or physical coercion, verbal abuse, or withholding passports or travel documents.

1. Freedom of Association & Right to Collective Bargaining. Contractor shall respect the right of all employees to form and join trade unions of their choice, consistent with prevailing local and national laws and to bargain collectively without any activity that impedes or suppresses freedom of association. Contractors shall ensure that representatives of such employees are not subject to discrimination and that such representatives have access to their members in the workplace.

1. Discrimination. Contractors shall comply consistently with local and national laws with regard to discrimination in hiring, compensation, access to training, promotion, termination, or retirement based on race, caste, national origin, religion, disability, gender, sexual orientation, maternity status, union membership, or political affiliation.

13. U.S. Labor Statutes.

2. Applicable to all contracts, performed within the United States. Where a statute specifies where within the U.S. it applies, the definition in the statute supersedes definitions in this clause.

2. Definitions

1. “United States” in general means the 50 States, the District of Columbia, Outlying Areas, and Outer Continental Shelf lands as defined in the Outer Continental Shelf Lands Act (43 U.S.C. 1331, et seq.), but does not include any other place subject to U.S. jurisdiction or any U.S. base or possession in a foreign country (29 CFR 4.112).

1. “Outlying Areas” means: (1) Commonwealths of Puerto Rico and The Northern Mariana Islands; (2) Territories: American Samoa, Guam, and U.S. Virgin Islands; and (3) Minor outlying islands (Baker

Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll and Wake Atoll).

13. The Contractor shall:

3. Comply with all applicable statutes to include, but not limited to the Fair Labor standards Act (FLSA), Service Contract Act (SCA) and Davis Bacon Act (DBA).

3. Provide subcontractor names and performance addressees within 24 hours, if requested by the Contracting Officer.

3. Have an effective program for monitoring compliance with applicable statutes and as applicable ensure U.S. Department of Labor (DoL) Wage and Hour Division posters in workers’ language are posted at U.S. work sites.

3. Ensure compliance with all applicable hours, wages, labor relations (including collective bargaining), workmen’s compensation, working conditions and other matters pertaining to labor standards of the country, or political matters pertaining to labor standards of the country, or political subdivision thereof, where Contract is performed.

13. To ensure full compliance with requirements of this clause, the NAFI (or third party designated by the NAFI) has the right to conduct announced or unannounced inspections of any site utilized by the Contractor to perform this Contract.

13. Subcontracts. Contractor shall include this clause in all subcontracts.

1. INSPECTION AND ACCEPTANCE

Inspection and acceptance will be at destination, unless otherwise provided in this contract. Notwithstanding 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 only those items that conform to the requirements of this contract. The NAFI reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The NAFI 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.

1. COMMERCIAL WARRANTY - fixed-price contract

The Contractor agrees 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. 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. Contractor shall provide printed terms and conditions of such warranty and comply with the Magnuson-Moss Warranty Act (15 U.S. CODE § 2302). Warranty shall commence upon acceptance of the items and is in addition to other warranties of additional scope given by the Contractor.

1. TAXES

16. 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.

16. 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 a subcontractor is required to pay in whole or in part any tax, duty, or other public charge which was not included in the contract price and which was not applicable at the contract date of execution the contract price shall be correspondingly increased.

16. No adjustment of less than $250 shall be made in the contract price pursuant to this clause unless otherwise waived at the unilateral discretion of the Contracting Officer.

16. With respect to foreign taxes, NAFI's located in foreign countries will not pay to nor collect for any foreign country or political subdivision any tax unless the United States has consented to levy collection by treaty, convention, or executive agreement.

1. INVOICES

17. 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:

0. Invoice date;

0. Name of Contractor;

0. 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;

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

0. 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);

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

0. Any other information or documentation required by other provisions of the contract (such as evidence of shipment).