Amend 0006 SF1449.doc

Section SF 1449 - CONTINUATION SHEET

Addenda to Block 19 - 24 of SF 1449

SCHEDULE

SUPPLIES OR SERVICES AND PRICES/COSTS:

CONTRACTOR SHALL PROVIDE ALL NECESSARY PERSONNEL, SUPERVISION, MANAGEMENT, TOOLS, EQUIPMENT, TRANSPORTATION, MATERIALS AS DESCRIBED IN THE ATTACHED PERFORMANCE-BASED WORK STATEMENT (PWS), AND ANY OTHER ITEMS OR SERVICES NECESSARY TO PERFORM CARGO ESCORT SERVICE, JAPAN.

ALL LISTED UNIT PRICES SHALL BE PER VEHICLE WITH DUAL CARGO ESCORTS.

MINIMUM & MAXIMUM QUANTITIES

THE GUARANTEED MINIMUM AND MAXIMUM QUANTITIES UNDER THE CLAUSE AT FAR 52.216-22, INDEFINITE QUANTITY, PARAGRAPH (B) ARE SPECIFIED IN THE TABLE BELOW FOR EACH CONTRACT PERIOD. THE GOVERNMENT SHALL OBLIGATE THE AMOUNT EQUAL TO OR GREATER THAN THE MINIMUM GUARANTEED AMOUNT ON THE TASK ORDER AT THE TIME OF AWARD.

NOTES:

1. The Contractor will be provided 60 calendar days of mobilization period. The Contractor shall be in full operation of cargo escort service from the 61st calendar day after the date of award in accordance with the PWS.

2. Distances are estimates only.

3. Unit of Issue (U/I) = each (ea). Round trip per vehicle with dual cargo escorts.

MINIMUM / MAXIMUM QUANTITIES

<BASIC PERIOD>

Each

SCLIN

Max Qty

(1) Between Yokota AB and Misawa AB or Misawa AB and Yokota AB (706 kms/one-way X 2 = 1,412kms); or

(2) Between Yokota AB and Iwakuni Air Station or Iwakuni Air Station and Yokota AB (940 kms/one-way X 2 = 1,880kms);

(3)Between Yokota AB and Sasebo Naval Base or Sasebo Naval Base and Yokota AB (1,280 kms/one-way X 2 = 2,5601kms).

Total of 100 trips under each of Basic, Option One and Two

<EACH OPTION PERIOD>

Each

SCLIN

Max Qty

(1) Between Yokota AB and Misawa AB or Misawa AB and Yokota AB (706 kms/one-way X 2 = 1,412kms); or

(2) Between Yokota AB and Iwakuni Air Station or Iwakuni Air Station and Yokota AB (940 kms/one-way X 2 = 1,880kms);

(3)Between Yokota AB and Sasebo Naval Base or Sasebo Naval Base and Yokota AB (1,280 kms/one-way X 2 = 2,5601kms).

Total of 139 trips under each of Basic, Option One and Two

Note: Escort Service of the Basic Period begins on 15 Dec 2009. Mobilization Period is 60 days from the date of award.

BASIC PERIOD

FFP

Performance Period: 15 Dec 2008 to 30 Sep 2009

Round Trip Service

(1) Between Yokota AB and Misawa AB or Misawa AB and Yokota AB (706 kms/one-way X 2 = 1,412kms); or

(2) Between Yokota AB and Iwakuni Air Station or Iwakuni Air Station and Yokota AB (940 kms/one-way X 2 = 1,880kms);

(3)Between Yokota AB and Sasebo Naval Base or Sasebo Naval Base and Yokota AB (1,280 kms/one-way X 2 = 2,5601kms). NSN: V706-CA-RGO-ESCO

SIGNAL CODE: A

0001AA

ROUND-TRIP SERVICE

BASIC PERIOD Performance Period: 15 Dec 2008 to 30 Sep 2009 Up Through Minimum Guaranteed Quantity

NSN: V706-CA-RGO-ESCO

0001AB

ROUND TRIP SERVICE

BASIC PERIOD Performance Period: 15 Dec 2008 to 30 Sep 2009 Estimated Quantity Beyond Minimum Guaranteed Quantity Up through Maximum Quantity

BASIC PERIOD

Performance Period: 15 Dec 2008 to 30 Sep 2009 Demurrage charge (Refer to paragraph 1.4.6. of the PWS) for:

000201 Escorting 2-ton cargo truck at ______ per half hour per truck.

000202 Escorting 3-ton cargo truck at ______ per half hour per truck.

000203 Escorting 4-ton truck at ______ per half hour per truck.

000204 Escorting 8-ton truck at ______ per half hour per truck.

000205 Escorting 10-ton truck at ______ per half hour per truck.

000206 Escorting 12-ton truck at ______ per half hour per truck.

Indef

Indef

BASIC PERIOD

Performance Period: 15 Dec 2008 to 30 Sep 2009 Cancellation charge (Refer to paragraph 1.4.7. of the PWS) per one vehicle with two cargo escorts.

FFP

Performance Period: 1 Oct 2009 to 30 Sep 2010

Round Trip Service

(1) Between Yokota AB and Misawa AB or Misawa AB and Yokota AB (706 kms/one-way X 2 = 1,412kms); or

(2) Between Yokota AB and Iwakuni Air Station or Iwakuni Air Station and Yokota AB (940 kms/one-way X 2 = 1,880kms);

(3)Between Yokota AB and Sasebo Naval Base or Sasebo Naval Base and Yokota AB (1,280 kms/one-way X 2 = 2,5601kms). NSN: V706-CA-RGO-ESCO

1001AA

FFP

OPTION ONE PERIOD Performance Period: 1 Oct 2009 to 30 Sep 2010 Up Through Minimum Guaranteed Quantity

1001AB

FFP

OPTION ONE PERIOD Performance Period: 1 Oct 2009 to 30 Sep 2010 Estimated Quantity Beyond Minimum Guaranteed Quantity Up through Maximum Quantity

FFP

Performance Period: 1 Oct 2009 to 30 Sep 2010 Demurrage charge (Refer to paragraph 1.4.6. of the PWS) for:

100201 Escorting 2-ton cargo truck at ______ per half hour per truck.

100202 Escorting 3-ton cargo truck at ______ per half hour per truck.

100203 Escorting 4-ton truck at ______ per half hour per truck.

100204 Escorting 8-ton truck at ______ per half hour per truck.

100205 Escorting 10-ton truck at ______ per half hour per truck.

100206 Escorting 12-ton truck at ______ per half hour per truck.

Indef

Indef

OPTION ONE PERIOD

Performance Period: 1 Oct 2009 to 30 Sep 2010 Cancellation charge (Refer to paragraph 1.4.7. of the PWS) per one vehicle with two cargo escorts.

FFP

Performance Period: 1 Oct 2010 to 30 Sep 2011

Round Trip Service

(1) Between Yokota AB and Misawa AB or Misawa AB and Yokota AB (706 kms/one-way X 2 = 1,412kms); or

(2) Between Yokota AB and Iwakuni Air Station or Iwakuni Air Station and Yokota AB (940 kms/one-way X 2 = 1,880kms);

(3)Between Yokota AB and Sasebo Naval Base or Sasebo Naval Base and Yokota AB (1,280 kms/one-way X 2 = 2,5601kms). NSN: V706-CA-RGO-ESCO

2001AA

FFP

OPTION TWO PERIOD Performance Period: 1 Oct 2010 to 30 Sep 2011 Up Through Minimum Guaranteed Quantity

2001AB

FFP

OPTION TWO PERIOD Performance Period: 1 Oct 2010 to 30 Sep 2011 Estimated Quantity Beyond Minimum Guaranteed Quantity Up through Maximum Quantity

FFP

Performance Period: 1 Oct 2010 to 30 Sep 2011 Demurrage charge (Refer to paragraph 1.4.6. of the PWS) for:

200201 Escorting 2-ton cargo truck at ______ per half hour per truck.

200202 Escorting 3-ton cargo truck at ______ per half hour per truck.

200203 Escorting 4-ton truck at ______ per half hour per truck.

200204 Escorting 8-ton truck at ______ per half hour per truck.

200205 Escorting 10-ton truck at ______ per half hour per truck.

200206 Escorting 12-ton truck at ______ per half hour per truck.

Indef

Indef

OPTION TWO PERIOD

Performance Period: 1 Oct 2010 to 30 Sep 2011 Cancellation charge (Refer to paragraph 1.4.7. of the PWS) per one vehicle with two cargo escorts.

ESTIMATED TOTAL AMOUNT

Estimated Total Amount For Basic Contract

(from 15 Dec 2008 to 30 Sep 2009)

Estimated Total Amount For Option One

(from 1 Oct 2009 to 30 Sep 2010)

Estimated Total Amount For Option Two

(from 1 Oct 2010 to 30 Sep 2011)

Estimated Grand Total:

Note 1: The Government contemplates award of an Indefinite-Delivery Indefinite-Quantity type contract.

Note 2: Solicitation provisions will be physically removed from any resultant award, but will be deemed to be incorporated by reference in that award.

Note 3: Offers submitted in response to this solicitation shall be in terms of either U.S. dollar or Japanese yen. If an offer is submitted in Japanese yen, a conversion rate of 114.7781 yen to US$1.00 will be used for evaluation purpose.

Addenda to SF 1449

Block 17b of SF 1449, Remittance Address:

If the remittance address is different from the mailing address, enter the remittance address below. The remittance address is used in the event the Government is unable to make the payment by Electronic Funds Transfer and sends a check to the Contractor. Failure to provide this information may impact payment.

Block 18b of SF 1449, Payment and Invoicing office is as follows:

730th Air Mobility Squadron

Unit 5114 BLDG79

Yokota Air Base

Fussa-shi Tokyo 197-0001

Block 25 of SF 1449, Accounting and Appropriation Data:

Accounting and appropriation data will be cited on each task order stated in the clause FAR 52.216-18.

Addendum to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FEB 2007)

(k) Taxes. The text is deleted and replaced as follows:

(1) Unless otherwise provided in this contract, the contract price includes all applicable taxes and duties, except taxes and duties that the Government of the United States and the Government of Japan have agreed shall not be applicable to expenditures in Japan by or on behalf of the United States.

(2) The Status of Forces Agreement between the Japan and the United States and implementing the Japanese laws authorizes the United States exemption from certain Japanese taxes for materials, supplies, equipment and services procured for official purpose in Japan by the United States Armed Forces or by authorized agencies of the United States Armed Forces. Those taxes include (1) Consumption tax, (2) Gasoline tax and local road tax on gasoline, (3) Diesel oil tax, and (4) Liquefied petroleum gas tax.

(3) The Contractor will submit requests for gasoline or diesel oil tax exemption certificate to the Contracting Officer. This request will show the actual amount of gasoline or diesel oil used exclusively for the performance of this contract, with documentary evidence and detailed item breakdown to support the accurate consumption of gasoline or diesel oil, or other necessary information and data as may be required. The Contracting Officer will issue to the Contractor a tax exemption certificate for the actual amount of gasoline or diesel oil used exclusively for the performance of this contract.

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (APR 2008)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).

___ (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999)(15 U.S.C. 657a).

___ (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jul

2005) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (4) [Reserved]

___ (5) (i) 52.219-6, Notice of Total Small Business Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-6.

___ (iii) Alternate II (Mar 2004) of 52.219-6.

___ (6) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003)(15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

___ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

___ (8) (i) 52.219-9, Small Business Subcontracting Plan (Apr 2008)(15 U.S.C. 637 (d)(4).)

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (9) 52.219-14, Limitations on Subcontracting (Dec 1996)(15 U.S.C. 637(a)(14)).

___ (10) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999)(15 U.S.C. 637(d)(4)(F)(i)).

___ (11) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business

Concerns (Sep 2005)(10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (June 2003) of 52.219-23.

___ (12) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and

Reporting (Apr 2008)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (13) 52.219-26, Small Disadvantaged Business Participation Program—Incentive Subcontracting

(Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May

2004) (15 U.S.C. 657 f).

___ (15) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C.

632(a)(2)).

___ (16) 52.222-3, Convict Labor (June 2003)(E.O. 11755).

___ (17) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O.

13126).

X (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X (19) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

X (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

X (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)(29 U.S.C. 793).

X (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

X (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees

(Dec 2004) (E.O. 13201).

X (24) (i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).

___ (ii) Alternate I (Aug 2007) of 52.222-50.

___ (25) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated

Products (Aug 2000)(42 U.S.C. 6962(c)(3)(A)(ii)).

___ (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

___ (26) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (27) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer

Products (Dec 2007) (E.O. 13423).

___ (ii) Alternate I (Dec 2007) of 52.223-16.

___ (28) 52.225-1, Buy American Act--Supplies (June 2003)(41 U.S.C. 10a-10d).

___ (29) (i) 52.225-3, Buy American Act –Free Trade Agreements – Israeli Trade Act (Aug 2007) (41

U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L. 108-77, 108-78, 108-286, and 109-

169).

___ (ii) Alternate I (Jan 2004) of 52.225-3.

___ (iii) Alternate II (Jan 2004) of 52.225-3.

___ (30) 52.225-5, Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (31) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.o.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (32) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (33) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007)

(42 U.S.C. 5150).

___ (34) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.

255(f), 10 U.S.C. 2307(f)).

___ (35) 52.232.30, Installment Payments for Commercial Items (Oct 1995)(41 U.S.C. 255(f), 10

U.S.C. 2307(f)).

X (36) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct.

2003)(31 U.S.C. 3332).

___ (37) 52.232-34, Payment by Electronic Funds Transfer—Other Than Central Contractor

Registration (May 1999)(31 U.S.C. 3332).

___ (38) 52.232-36, Payment by Third Party (May 1999)(31 U.S.C. 3332).

___ (39) 52.239-1, Privacy or Security Safeguards (Aug 1996)(5 U.S.C. 552a).

___ (40) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)(46

U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

___ (1) 52.222-41, Service Contract Act of 1965 (Nov 2007)(41 U.S.C. 351, et seq.).

___ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989)(29 U.S.C. 206 and 41

U.S.C. 351, et seq.).

___ (3) 52.222-43, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Multiple

Year and Option Contracts) (Nov 2006)(29 U.S.C.206 and 41 U.S.C. 351, et seq.).

___ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act -- Price Adjustment (Feb

2002)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for

Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

___ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain

Services--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

___ (7) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007)(31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.219-8, Utilization of Small Business Concerns (May 2004)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (Mar 2007)(E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)(38 U.S.C. 4212).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998)(29 U.S.C. 793).

(v) 52.222-39, Notification of Employee rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(vi) 52.222-41, Service Contract Act of 1965, (Nov 2007), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.)

(vii) 52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

(viii) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (Nov 2007) (41 U.S.C. 351, et seq.)

(x) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

DFARS 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (MAR 2008)

(a) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.

X 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).

(b) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.

(1) ____ 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10

U.S.C. 2416).

(2) ____ 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (APR 2007) (15 U.S.C.

637).

(3) ____ 252.219-7004, Small Business Subcontracting Plan (Test Program) (APR 2007) (15 U.S.C.

637 note).

(4) ____ 252.225-7001, Buy American Act and Balance of Payments Program (JUN 2005) (41 U.S.C.

10a-10d, E.O. 10582).

(5) ____ 252.225-7012, Preference for Certain Domestic Commodities (MAR 2008) (10 U.S.C.

2533a).

(6) ____ 252.225-7014, Preference for Domestic Specialty Metals (JUN 2005) (10 U.S.C. 2533a).

(7) ____ 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C.

(8) ____ 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section

8065 of Public Law 107-117 and the same restriction in subsequent DoD appropriations acts).

(9) ____ 252.225-7021, Trade Agreements (MAR 2007) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

(10) ____ 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22

U.S.C. 2779).

(11) ____ 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22

U.S.C. 2755).

(12)(i) ____ 252.225-7036, Buy American Act--Free Trade Agreements--Balance of Payments

Program (MAR 2007) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).

(ii) ___ Alternate I (OCT 2006) of 252.225-7036.

(13) ____ 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C.

2534(a)(3)).

(14) ____ 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Public Law 107-248 and similar sections in subsequent DoD appropriations acts).

(15) ____ 252.227-7015, Technical Data--Commercial Items (NOV 1995) (10 U.S.C. 2320).

(16) ____ 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C.

2321).

(17) X 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR

2008) (10 U.S.C. 2227).

(18) ____ 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006)

(Section 1092 of Public Law 108-375).

(19) X 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

(20)(i) X 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(ii) ____ Alternate I (MAR 2000) of 252.247-7023.

(iii) ____ Alternate II (MAR 2000) of 252.247-7023.

(iv) ____ Alternate III (MAY 2002) of 252.247-7023.

(21) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C.

2631).

(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

(1) 252.225-7014, Preference for Domestic Specialty Metals, Alternate I (APR 2003) (10 U.S.C.

(2) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section

1092 of Public Law 108-375).

(3) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(4) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

(End of clause)

FAR 52.204-2 SECURITY REQUIREMENTS

(AUG 1996)

FAR 52.216-18

ORDERING

(OCT 1995)

For the purpose of this clause, the blank is completed as follows:

(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 15 Dec 2008 (This is a start date for escort services) through 30 Sep 2009 (1 Oct 2009 through 30 Sep 2010 if Option One is exercised and 1 Oct 2010 through 30 Sep 2011 if Option Two is exercised).

FAR 52.216-19

ORDER LIMITATIONS

For the purpose of this clause, the blanks are completed as follows:

(a) One (1) trip (b)(1) One (1) vehicle with two cargo escorts (two cargo escort personnel per vehicle) per day (b)(2) One (1) vehicle with two cargo escorts (two cargo escort personnel per vehicle) per day

(b)(3) One (1) day (d) One (1) hour after receipt of the order from the ordering officer

(delete the term day after issuance)

FAR 52.216-22

INDEFINITE QUANTITY

(d) the contractor shall not be required to make any deliveries under this contract after 5 Oct 2009 (Basic Period), 5 Oct 2010 (Option One, if Option One is exercised) and 5 Oct 2011 (Option Two, if Option Two is exercised).

FAR 52.217-8

OPTION TO EXTEND SERVICES

(NOV 1999)

(The first sentence is modified to read The Government may require continued performance of any services within the limits and at the rates for the period of performance immediately preceding the period of extended services. The second sentence is deleted in its entirety.) For the purpose of this clause the blank is completed as follows:

within 60 days before the contract expires.

Note: Since these services will be performed strictly in the country of Japan, the contractor is required to follow the labor standards of Japan. The rates will not be adjusted as a result of revisions to prevailing labor rates provided by the Secretary of Labor, as applicable to contracts performed in the United States.

FAR 52.217-9

OPTION TO EXTEND THE TERM OF THE CONTRACT

(MAR 2000)

For the purpose of this clause, the blanks are completed as follows:

(a) 120 days before the contract expires; 150 days

(c) 42 months.

FAR 52.225-14

INCONSISTENCY BETWEEN ENGLISH VERSION AND

(FEB 2000)

TRANSLATION OF CONTRACT

FAR 52.232-18

AVAILABILITY OF FUNDS

(APR 1984)

FAR 52.245-1

GOVERNMENT PROPERTY

(JUN 2007)

DFARS 252.204-7000

DISCLOSURE OF INFORMATION

(DEC 1991)

DFARS 252.204-7003

CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT

(APR 1992)

DFARS 252.204-7005

ORAL ATTESTATION OF SECURITY RESPONSIBILITIES

(NOV 2001)

DFARS 252.222-7002

COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS)

(JUN 1997)

DFARS 252.225-7005

IDENTIFICATION OF EXPENDITURES IN THE UNITED STATES

(JUN 2005)

DFARS 252.225-7041

CORRESPONDENCE IN ENGLISH

(JUN 1997)

DFARS 252.225-7043

ANTITERRORISM/FORCE PROTECTION POLICY FOR

(MAR 2006)

DEFENSE CONTRACTORS OUTSIDE THE UNITED STATES

(d) None.

DFARS 252.232-7008

ASSIGNMENT OF CLAIMS (OVERSEAS)

DFARS 252.233-7001

CHOICE OF LAW (OVERSEAS)

AFFARS 5352.201-9101

OMBUDSMAN

(AUG 2005)

(c) Name:

Michael E. Debreczeni, Lt Col, USAF

Address:

374th Contracting Squadron

Unit 5228, Bldg 620, Yokota Air Base

Fussa-shi, Tokyo 197-0001

Phone No:

042-552-2511, Ext 57099

Facsimile No:

042-552-2511, Ext. 53346

E-mail:

michael.debreczeni@yokota.af.mil

Concerns, issues, disagreements, and recommendations that cannot be resolved at the Squadron Ombudsman level may be brought by the concerned party for further consideration to the MAJCOM Ombudsman, Frederick Mark, HQ PACAF/A7KP, Hickam AFB, HI 96835-5427, Phone No: 808-449-8572, Facsimile No: 808-449-8571. Concerns, issues, disagreements, and recommendations that cannot be resolved at the MAJCOM

Ombudsman level may be brought by the concerned 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 No: 703-588-7004, Facsimile No: 703-588-1067.

AFFARS 5352.204-9000

NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY AND

(APR 2003)

VISITOR GROUP SECURITY AGREEMENTS

(The first sentence of paragraph (a) is modified to reduce the number of days from thirty to fifteen to read as follows: “(a) At least fifteen days prior to beginning operations, notify the security police activity shown in the distribution block of the DD Form 254 as to:)”

AFFARS 5352.242-9000

CONTRACTOR ACCESS TO AIR FORCE INSTALLATIONS

(AUG 2007)

For the purpose of this clause, the blank is completed as follows:

(b) None

YSP005

CONTRACTS TO BE PERFORMED IN JAPAN

The Status of Forces Agreement between the United States and Japan (SOFA) governs the rights and obligations of the United States armed forces in Japan. Unless a contractor is present in Japan solely to perform under a contract with the United States for the sole benefit of the United States armed forces in Japan and is accorded privileges under SOFA Article XIV, it and its employees shall be subject to all the laws and regulations of Japan. Certain contractor employees and their dependents not accorded privileges under SOFA Article XIV may be accorded privileges under SOFA Article I(b). Dependents of contractors or of contractor employees who receive SOFA Article XIV status do not receive SOFA status under SOFA Article XIV or SOFA Article I(b) based on their status as dependents. The Contractor shall comply with the instruction of the Contracting Officer concerning the entry of its employees, equipment, and supplies into Japan, and shall comply with all applicable Japanese laws and regulations as well United States Forces Japan (USFJ) and USFJ component policies and regulations during the performance of this contract.

YSP006

SOFA ARTICLE XIV STATUS

(a) Awardee may apply for Article XIV status under the United States – Japan Status of Forces Agreement (SOFA). Offers shall be prepared based on the assumption that SOFA Article XIV status will be granted by Government in consultation with the Government of Japan. If the Government determines that Awardee does not qualify for SOFA Article XIV status or that SOFA Article XIV status is otherwise inappropriate, an equitable adjustment shall be made to the cost/price and other appropriate terms of the contract. Persons, including corporations organized under the laws of the United States, and their employees who are ordinarily resident in the United States and whose presence in Japan is solely for the purpose of executing contracts with the United States for the benefit of the United States armed forces may acquire privileged status under SOFA Article XIV. Such contractors and contractor employees are eligible for agency privileges and benefits under the SOFA but otherwise remain subject to the laws and regulations of Japan. Neither SOFA Article XIV nor SOFA Article I(b) status and privileges extend to dependents of SOFA Article XIV contractors or contractor employees.

(b) Procedures.

(1) Formal application for SOFA Article XIV status shall be made to HQ USFJ only after the contract has been awarded and the contractor’s place of operation in Japan has been determined.

(2) A contractor seeking SOFA Article XIV status for itself and its employees shall submit the following to the Contracting Officer as part of its offer:

(i) Proof that the contractor is a person ordinarily resident in the United States or a corporation organized under the laws of the United States and that its presence in Japan is solely for the purpose of executing contracts with the United States for the benefit of the United States armed forces; and

(ii) Proof that the contractor’s employees are persons ordinarily resident in the United States and that their presence in Japan is solely for the purpose of performing work under contracts with the United States for the benefit of the United States armed forces.

(3) The Contracting Officer shall make the initial determination whether the contractor qualifies for SOFA Article XIV status. Upon a determination of qualification, the Contracting Officer shall forward a request for designation through component channels to Commander, United States Forces, Japan, ATTN: USFJ/J5, Unit 5068, APO AP 96328. The request shall include the items requested in subparagraph (b)(2), a full explanation of the necessity of using a United States contractor, and relevant documentation. See USFJ Instruction 64-102 for further details.

(4) HQ USFJ shall make the final determination on the contractor’s SOFA Article XIV status upon consultation with the Government of Japan.

(5) Upon receipt of HQ USFJ approval, the Contracting Officer shall issue Letters of Identification indicating SOFA Article XIV status has been granted to the contractor and contractor employees.

(6) Once a contractor has been designated under SOFA Article XIV, it is not necessary that it be re-designated if a follow-on contract is awarded to that contractor; provided the new contract does not involve a material change from the work under which the SOFA Article XIV designation was originally granted and there is no significant delay between completion of the existing contract and initiation of performance under the follow-on contract.

(c) SOFA Article XIV privileges and benefits. In accordance with SOFA Article XIV, paragraphs 3 through 8, upon certification by appropriate United States authorities as to their identity, such persons and their employees shall be accorded the following benefits of the SOFA. Note: Privileges and benefits afforded under SOFA Article XIV do not extend to dependents/family members.

(1) Access to and movement between facilities and areas in use by the United States armed forces and between such facilities and areas and the ports or airports of Japan as provided for in SOFA Article V, paragraph 2;

(2) Entry into Japan and exemption from Japanese laws and regulations on the registration and control of aliens as provided for in SOFA Article IX;

(3) Exemption from customs duties and other such charges on furniture and household goods for private use imported by person when they first arrive to work in Japan, vehicles and parts imported for private use, and reasonable quantities of clothing and household goods for everyday private use which are mailed into Japan through United States military post offices as provided for in SOFA Article XI, paragraph 3;

(4) If authorized by the installation commander or designee, the right to use Navy exchanges, post exchanges, base exchanges, commissaries, messes, social clubs, theaters, newspapers and other non-appropriated fund organizations regulated by United States military authorities as provided for in SOFA Article XV;

(5) The transmission into or outside of Japan of United States dollar or dollar instruments realized as a result of contract performance as provided for in SOFA Article XIX, paragraph 2;

(6) The use of postal facilities as provided for in SOFA Article XXI;

(7) Exemption from the laws and regulations of Japan with respect to terms and conditions of employment except that such exemption shall not apply to the employment of local nationals in Japan;

(8) Exemption from taxes and similar charges of Japan on depreciable assets except houses, held, used, or transferred for the execution of contracts referenced in subparagraph (a);

(9) Exemption from taxation in Japan on the holding, use transfer by death, or transfer to person or agencies entitled to tax exemption under the SOFA, of movable property, tangible or intangible, the presence of which in Japan is due solely to the temporary presence of these persons in Japan, provided such exemption shall not apply to property held for the purpose of investment or the conduct of other business in Japan or to any intangible property registered in Japan. No exemption from taxes payable for the use of roads by private vehicles is provided under SOFA Article XIV;

(10) Exemption from income or corporation taxes of the Government of Japan or any other taxing agency in Japan on any income derived under a contract made in the United States with the Government of the United States in connection with the construction, maintenance or operation of any of the facilities or area covered by the SOFA. The provisions of this paragraph do not exempt such persons from payment of income or corporation taxes on income derived from Japanese sources;

(11) Japan authorities have the right to exercise jurisdiction over SOFA personnel in relation to offenses committed in Japan and punishable by the law of Japan. In those cases in which the Japanese authorities have the primary right to exercise jurisdiction but decide not to do so, the United States shall have the right to exercise such jurisdiction as is conferred on it by the law of the United States.

YSP007

SOFA ARTICLE I(b) STATUS

(a) SOFA Article I(b) status. Individuals including, but not limited to, technical advisors, consultants, entertainers serving under contracts with the United States for the provision of services in support of U.S. armed forces in Japan, and whose presence is required in Japan to provide such services, may acquire SOFA status in Japan as part of the civilian component under Article I(b) of the SOFA. SOFA Article I(b) does not create a lawful status in Japan for any entity other than individuals (e.g., the company employing the individual). To qualify for SOFA status under SOFA Article I(b), such individuals must be:

(1) United States nationals,

(2) not ordinarily resident in Japan,

(3) present in Japan at the invitation of, and solely for the purpose of executing contracts with, the United States for the benefit of the United States armed forces, and

(4) not contractors or employees of a contractor whose presence in Japan is solely for the purpose of executing contracts within the definition of SOFA Article XIV.

(b) SOFA Article I(b) procedures. Contractor personnel must obtain a Letter of Identification from Contracting Officer to authorize entry into Japan under SOFA Article I(b) and to identify which Article I(b) privileges and benefits will be provided to each employee/dependent. Contractor shall, in writing, identify all contractor personnel and accompanying dependents eligible for SOFA Article I(b) status to the Contracting Officer.

(c) SOFA Article 1(b) privileges and benefits. Persons granted authority to enter Japan under SOFA Article I(b) and their dependents (defined as spouse, children under 21, and, if dependent for over half their support upon an individual having SOFA Article I(b) status, parents and children over 21) shall be accorded the following benefits of the SOFA. These privileges are personal to the employee/dependent and to not inure to the employer.

(1) Access to and movement between facilities and areas in use by the United States armed forces and between such facilities and areas and the ports or airports of Japan as provided for in SOFA Article V, paragraph 2;

(2) Entry into Japan and exemption from Japanese laws and regulations on the registration and control of aliens as provided for in SOFA Article IX;

(3) Acceptance as valid by Japan, without a driving test or fee, a U.S. Forces, Japan Operator’s Permit for Civilian Vehicle as provided for in SOFA Article X. Issuance of such permit shall be subject to applicable military regulation;

(4) Exemption from customs duties and other such charges on materials, supplies, and equipment which are to be incorporated into articles or facilities used by the United States armed forces furniture, household goods for private use imported by person when they first arrive to work in Japan, vehicles and parts imported for private use, and reasonable quantities of clothing and household goods for everyday private use which are mailed into Japan through United States military post offices as provided for in SOFA Article XI, paragraphs 2 and 3;

(5) Exemption from the laws and regulations of Japan with respect to terms and conditions of employment as provided for in SOFA Article XII, paragraph 7, except that such exemption shall not apply to the employment of local nationals in Japan;

(6) Exemption from Japanese taxes to the Government of Japan or to any other taxing agency in Japan on income received as a result of their service with the United States armed forces as provided for in SOFA Article XIII. The provisions of Article XIII do not exempt such persons from payment of Japanese taxes on income derived from Japanese sources;

(7) If authorized by the installation commander or designee, the right to use Navy exchanges, post exchanges, base exchanges, commissaries, messes, social clubs, theaters, newspapers and other non-appropriated fund organizations regulated by United States military authorities as provided for in SOFA Article XV;

(8) The transmission into or outside of Japan of United States dollar or dollar instruments realized as a result of contract performance as provided for in SOFA Article XIX, paragraph 2;

(9) The use of postal facilities as provided for in SOFA Article XXI;

(10) Exemption from taxation in Japan on the holding, use transfer by death, or transfer to person or agencies entitled to tax exemption under the SOFA, of movable property, tangible or intangible, the presence of which in Japan is due solely to the temporary presence of these persons in Japan, provided such exemption shall not apply to property held for the purpose of investment or the conduct of other business in Japan or to any intangible property registered in Japan.

(11) Japan authorities have the right to exercise jurisdiction over SOFA personnel in relation to offenses committed in Japan and punishable by the law of Japan. In those cases in which the Japanese authorities have the primary right to exercise jurisdiction but decide not to do so, the United States shall have the right to exercise such jurisdiction as is conferred on it by the law of the United States.

YSP010

LOGISTIC SUPPORT

Contractor, contractor personnel, and in the case of personnel granted SOFA Article I(b) status, dependents, shall, subject to availability as determined by the installation commander or designee, be provided logistic support including, but not limited to, the items below.

(a) Navy, Base or Post Exchange, exchange service stations, theaters, and commissary (Article I(b) personnel/dependents and Article XIV personnel only);

(b) Laundry and dry cleaning;

(c) Military banking facilities (Article I(b) personnel/dependents and Article XIV personnel only);

(d) Transient billeting facilities;

(e) Open mess (club) membership, as determined by each respective club (Article I(b) personnel/dependents and Article XIV personnel only);

(f) Casualty assistance (mortuary services) on a reimbursable basis;

(g) Routine medical care on a reimbursable basis for U.S. citizens and emergency medical care on a reimbursable basis for non-U.S. citizens;

(h) Dental care, limited to relief of emergencies on a reimbursable basis;

(i) Department of Defense Dependent Schools on a space-available and tuition-paying basis;

(j) Postal support, as authorized by military postal regulations (Article I(b) personnel/dependents and Article XIV personnel only);

(k) Local recreation services on a space-available basis;

(l) Issuance of U.S. Forces, Japan Operator’s Permit (Article I(b) personnel/dependents and Article XIV personnel only);

(m) Issuance of vehicle license plates (Article I(b) personnel/dependents and Article XIV personnel only). These plates (so-called Y number plates) shall be provided to the Contractor’s employees only.

(n) OV plates for the designated contractor’s vehicles to be used for direct performance of escort service by escort personnel. Vehicles with OV plates are exempted from tolls*, annual road taxes, vehicle tonnage tax, and motor vehicle registration with the GOJ, Regional Land Transportation Bureau (RLTB). (Article XIV company only).

Notes:

*The Contractor must request USFJ Form 19EJ from the 374th Logistics Readiness Squadron through coordination with 730th Air Mobility Squadron.

**The Contractor-provided vehicles are privately-owned vehicles. They are subject to Japan Compulsory Inspection (JCI).

(o) Purchase of petroleum and oil products at the base exchange service stations for the Contractor-provided vehicles with OV plates (Article XIV company only);

(p) Government lodging on a space available basis.

LIST OF DOCUMENTS, EXHIBITS, OR ATTACHMENTS:

Title

No. of Pages

Attachment 1

Attachment 2

DD Form 254 DoD Contract Security Classification Specification

2 pages

The Security Agreement

2 pages

Classified Information Nondisclosure Agreement

2 pages

Note: Attachment 5 will not become a part of the resulting contract.

MOBILIZATION AND PHASE-IN PERIOD

A period of 60 calendar days is deemed sufficient for the new contractor to mobilize, phase-in and complete preparation prior to the start of contract performance on the date specified in the contract. All offerors are cautioned to be fully aware of the above and consider the stated phase-in time in their planning and the pricing of their proposals. Mobilization and phase-in costs are not reimbursable under this contract.

Addendum to FAR 52.212-1, INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS (NOV 2007) This provision is incorporated by reference, and paragraph (c) is modified to read as follows:

(c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer for 90 calendar days from the date specified for receipt of offers.

FAR 52.233-2 SERVICE OF PROTEST

(SEP 2006)

For the purpose of this provision the blank is completed as follows:

(a) Refer to Block 9 of SF 1449

DFARS 252.209-7001

DISCLOSURE OF OWNERSHIP OR CONTROL BY THE

(OCT 2006)

GOVERNMENT OF A TERRORIST COUNTRY

AFFARS 5352.215-9000

FACILITY CLEARANCE

(MAY 1996)

FAR 52.212-2 EVALUATION – COMMERCIAL ITEMS (JAN 1999)

(Paragraph (a) is modified to read as indicated below.)

(a) This is a competitive best value source selection in which the Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price, and other factors considered. The Government intends to make award on the basis of the lowest priced proposal meeting technically acceptability standard with acceptable present/past performance for non-cost factors. Single award will result from this evaluation. Offerors must submit a price proposal, technical proposal, and present/past performance information. The Government intends to award without discussions with respective offerors. The Government, however, reserves the right to conduct discussions if deemed in its best interest. The evaluation process shall proceed as follows:

(1) Technical Capability: Technical proposals from offerors will first be evaluated to determine technical acceptability. This is a pass/fail determination based on the standards that the offeror is certified that they are technically qualified to perform the service. Failure in any of these areas will cause the proposal to be rejected.

Technical proposals shall not be unnecessarily elaborated and may not exceed 15 pages excluding indices and tabs. It shall not contain marketing information. DO NOT INCLUDE PRICING

INFORMATION IN IT. Technical proposal must be neat and indexed, and read as a direct and orderly response to the stated requirements. Proposals that are so incomplete as to indicate a lack of understanding of the requirements or lack of a clear plan to accomplish it may be rejected without further consideration. The technical proposal must address the two subfactors:

(A) Mobilization Plan.

The standard is met when the offeror adequately demonstrates the following factors.

(i) Staffing. Personnel staffing plan addressing staffing for the full range of services required by this solicitation. The plan must specify at minimum:

1.

How many cargo escorts the offeror is proposing, 2.

Offerors must provide their comprehensive plan to employ and provide qualified cargo escort personnel who possess valid secret security clearance as required at

1.1 of the PWS.

a.

Off…