13T0048.doc

Section SF 1449 - CONTINUATION SHEET

44ea Transit Bus Lease for Zama

FFP

2ea 44ea Transit Bus Lease for Zama

Basic Period: 1 Oct 13 - 31 Mar 14

In accordance with (IAW) the attached Statement of Work (SOW) and Specifications (Spec).

SIGNAL CODE: A

NET AMT

FFP

2ea 44ea Transit Bus Lease for Zama

Option One Period: 1 Apr 14 - 31 Mar 15

NET AMT

FFP

2ea 44ea Transit Bus Lease for Zama

Option Two Period: 1 Apr 15 - 31 Mar 16

NET AMT

Total Amount for Basic and All Option Periods, CLIN 0001/1001//2001:

Y______________

REMARKS: The Government reserves the right to negotiate the purchase of the leased vehicle at any point of the performance period of the resulting contract.

CLAUSES INCORPORATED BY FULL TEXT

Note 1: The government contemplates award of a Firm Fixed Price type purchase order resulting from this solicitation.

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: Submit offers in whole numbers only, no fractions less than one (1) yen.

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. Failure to provide this information may impact payment. 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.

Block 18b of SF 1449, Submit monthly invoices to the following address:

Transportation Equipment and Engineering Branch

Transportation Division

LRC-Honshu, 403rd AFSB

ASKO-LRC-CZMT-E

Unit 45017, E-Wing, Bldg 102

Zama-shi, Kanagawa-ken 252-0027

Responsibility for receiving, inspecting and accepting under this order is assigned to:

Primary:

Chief, Transportation Equipment and Engineering Branch

Transportation Division

LRC-Honshu, 403rd AFSB

ASKO-LRC-CZMT-E

Unit 45017

APO AP 96343-5017

Telephone: (Military) 263-9004 (Commercial) 046-407-9004

Alternate:

Mr. Toshiyuki Yamaguchi

- Address is same as above -

Telephone: (Military) 263-4702 (Commercial) 046-407-4702

Japanese mailing address: Transportation Equipment and Engineering Branch, Transportation Div, LRC-Honshu, 403rd AFSB, ASKO-LRC-CZMT-E, Unit 45017, E-Wing, Bldg 102, Zama-shi, Kanagawa-ken 252-0027

Or his duly authorized person.

Ship to address:

Zama:

Transportation Equipment and Engineering Branch Transportation Division LRC-Honshu, 403rd AFSB

ASKO-LRC-CZMT-E Unit 45017, E-Wing, Bldg 102, Camp Zama (Zainichi Beirikugun Zama Kichi)

Zama-shi, Kanagawa-ken 252-0027

BUYER INFORMATION

ADDITIONAL INFORMATION FOR BLOCK9, SF1449:

Contracting Officer – Thomas L. Reese (Mr.) thomas.reese.2@us.af.mil

DSN 225-7545

Contract Specialist – Izumi Sugimoto (Ms.) izumi.sugimoto.jp@us.af.mil

DSN 225-7628

DSN Fax 225-3346

Commercial Tel: 042-553-8549

Commercial Fax: 042-551-0973

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

Addendum to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (Feb 2012):

(c) Changes. The text is deleted and replaced as follows:

FAR 52.217-8, Option to Extend Services and FAR 52.217-9, Option to Extend the Terms of the Contract, have been added by addendum to this contract. In accordance with terms and conditions of the clause, the Contracting Officer may unilaterally exercise any option(s). All other changes to the terms and conditions of this contract shall be made only by written agreement of the parties.

(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.

(u) Conciliation. Except as otherwise provided in this contract, any disagreement arising under this contract which is not resolved by the parties to this contract may be submitted to the United States - Japan Joint Committee for conciliation in accordance with Paragraph 10, Article XVIII of the Status of Forces Agreement under Article VI of the Treaty of Mutual Cooperation and Security between Japan and the United States of America. Requests by the Contractor shall be made in accordance with the following procedures:

(1) In the event the Contractor desires conciliation after the decision of the Contracting Officer has been served upon him, he will first file his appeal from such findings of fact with the appropriate authority in accordance with the clause of this contract entitled, “Disputes” and within the time limits described therein before filing a request for conciliation with the Joint Committee and then request the appellate authority under the “Disputes” clause to suspend its action on his appeal until such time as the Joint Committee has had an opportunity for effecting conciliation.

(2) The request for conciliation will be submitted by the Contractor through the nearest Defense Facilities Administration Bureau, to the Contract Conciliation Panel of the Joint Committee. Upon the filing of the request with the Joint Committee, the Contractor will immediately notify the Contracting Officer in writing that the request for conciliation has been filed.

(3) In the event the disagreement submitted to the Joint Committee under subparagraph (2) above has been resolved through conciliation, it will be the responsibility of the Contractor to notify the appellate authority designated in the clause of this contract entitled, “Disputes”, of the settlement of the dispute and to withdraw his appeal.

(4) In the event the Contractor has submitted a request for conciliation to the Joint Committee under subparagraph (2) above desires, notwithstanding tendency of his request for conciliation, that action by the appropriate authority under the clause of this contract entitled, “Disputes”, be resumed on his appeal, it is his responsibility to so request the said authority in writing. The Joint Committee shall be immediately informed by the Contractor of his action taken hereunder.

(5) No request for conciliation can be submitted to the Joint Committee in the case of a dispute upon which the final decision of the appropriate authority under the clause of this contract entitled, “Disputes”, has been rendered. Pending the hearing of the conciliation panel, the Contractor shall proceed diligently with the performance of the contract in accordance with the Contracting Officer’s decision. The provisions of this clause shall not prejudice any right which the parties to the contract may have to file in a civil suit.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2013)

(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) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

___ Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 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: (Contracting Officer check as appropriate.)

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

____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

____ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Aug 2012) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

X (6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

____ (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Feb 2012) (41 U.S.C. 2313).

____ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (MAY 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

____ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

____ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Jan 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

____ (11) [Reserved]

____ (12)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

____ (ii) Alternate I (NOV 2011).

____ (iii) Alternate II (NOV 2011).

____ (13)(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.

____ (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

____ (15)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (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.

____ (iv) Alternate III (Jul 2010) of 52.219-9.

____ (16) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

____ (17) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

____ (18) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

____ (19)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Oct 2008) (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.

____ (20) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

____ (21) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

____ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

____ (23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2012) (15 U.S.C. 632(a)(2)).

____ (24) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (APR 2012) (15 U.S.C. 637(m)).

____ (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (APR 2012) (15 U.S.C. 637(m)).

____ (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

____ (27) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (MAR 2012) (E.O. 3126).

____ (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

____ (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

____ (30) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212).

____ (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

____ (32) 52.222-37, Employment Reports on Veterans (Sep 2010) (38 U.S.C. 4212).

____ (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

____ (34) 52.222-54, Employment Eligibility Verification (Jul 2012). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

____ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

____ (37)(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.

X (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

____ (39) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d).

____(40)(i) 52.225-3, Buy American Act--Free Trade Agreements--Israeli Trade Act (NOV 2012) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

(ii) Alternate I (MAR 2012) of 52.225-3.

(iii) Alternate II (MAR 2012) of 52.225-3.

(iv) Alternate III (NOV 2012) of 52.225-3.

(41) 52.225-5, Trade Agreements (NOV 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

____ (42) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

____ (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150

____ (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

____ (45) 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)).

____ (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

____ (47) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

X (48) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

____ (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

____ (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

____ (51)(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: (Contracting Officer check as appropriate.)

_____ (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) (Sep 2009) (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 (Sep 2009) (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) (41 351, et seq.).

_____ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

_____ (7) 52.222-17, Nondisplacement of Qualified Workers (JAN 2013) (E.O.13495).

_____ (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

_____ (9) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (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 this paragraph (e)(1)in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note).

(ii) 52.219-8, Utilization of Small Business Concerns (DEC 2010) (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 $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (JAN 2013) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2000) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

___ Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 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.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (JUL 2012).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 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)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days before the contract expires.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor at least 30 days prior to the contract expire; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 36 months.

(End of clause)

252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (DEC 2012)

(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) X 252.203-7000, Requirements Relating to Compensation of Former DoD Officials (SEP 2011) (Section 847 of Pub. L. 110-181).

(2) ____ 252.203-7003, Agency Office of the Inspector General (APR 2012)(section 6101 of Pub. L. 110-252, 41 U.S.C. 3509).

(3) ____ 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).

(4) ____ 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (JUN 2012) (15 U.S.C. 637).

(5) ____ 252.219-7004, Small Business Subcontracting Plan (Test Program) (JAN 2011) (15 U.S.C. 637 note).

(6)(i) ____ 252.225-7001, Buy American and Balance of Payments Program (DEC 2012) (41 U.S.C. chapter 83, E.O. 10582).

(ii) ____ Alternate I (OCT 2011) of 252.225-7001.

(7) ____ 252.225-7008, Restriction on Acquisition of Specialty Metals (JUL 2009) (10 U.S.C. 2533b).

(8) ____ 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (JUN 2012) (10 U.S.C. 2533b).

(9) ____ 252.225-7012, Preference for Certain Domestic Commodities (DEC 2012) (10 U.S.C. 2533a).

(10) ____ 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).

(11) ____ 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (JUN 2011) (Section 8065 of Pub. L. 107-117 and the same restriction in subsequent DoD appropriations acts).

12) ____ 252.225-7017, Photovoltaic Devices (DEC 2012) (Section 846 of Pub. L. 111-383).

13)(i) ____ 252.225-7021, Trade Agreements (DEC 2012) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

(ii) ____ Alternate I (OCT 2011) of 252.225-7021.

(iii) ____ Alternate II (OCT 2011) of 252.225-7021.

(14) ____ 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).

(15) ____ 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).

(16)(i) ____ 252.225-7036, Buy American Act—Free Trade Agreements—Balance of Payments Program (DEC 2012) (41 U.S.C. chapter 83 and 19 U.S.C. 3301 note).

(ii) ____ Alternate I (JUN 2012) of 252.225-7036.

(iii) ____ Alternate II (NOV 2012) of 252.225-7036.

(iv) ____ Alternate III (JUN 2012) of 252.225-7036.

(v) ____ Alternate IV (NOV 2012) of 252.225-7036.

(vi) ____Alternate V (NOV 2012) of 252.225-7036.

(17) ____ 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534(a)(3)).

(18) ____ 252.225-7039, Contractors Performing Private Security Functions (JUN 2012) (Section 862 of Pub. L. 110-181, as amended by section 853 of Pub. L. 110-417 and sections 831 and 832 of Pub. L. 111-383).

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

(20) ____ 252.227-7013, Rights in Technical Data--Noncommercial Items (FEB 2012), if applicable (see 227.7103-6(a)).

(21) ____ 252.227-7015, Technical Data—Commercial Items (DEC 2011) (10 U.S.C. 2320).

(22) ____ 252.227-7037, Validation of Restrictive Markings on Technical Data (JUN 2012), if applicable (see 227.7102-4(c)))(10 U.S.C. 2321).

(23) ____ 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) (10 U.S.C. 2227).

(24) ____ 252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (NOV 2010) (Section 1038 of Pub. L. 111-84)

(25) ____ 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Pub. L. 108-375).

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

(27) ____ 252.246-7004, Safety of Facilities, Infrastructure, and Equipment For Military Operations (OCT 2010) (Section 807 of Pub. L. 111-84).

(28) ____ 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (SEP 2010) (Section 884 of Pub. L. 110-417).

(29)(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.

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

(31) ____ 252.247-7027, Riding Gang Member Requirements (OCT 2011) (Section 3504 of Pub. L. 110-417).

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) 252.225-7039, Contractors Performing Private Security Functions (JUN 2012) (Section 862 of Pub. L. 110-181, as amended by section 853 of Pub. L. 110-417 and sections 831 and 832 of Pub. L. 111-383).

2) 252.227-7013, Rights in Technical Data--Noncommercial Items (FEB 2012), if applicable (see 227.7103-6(a)).

(3) 252.227-7015, Technical Data--Commercial Items (DEC 2011), if applicable (see 227.7102-4(a)).

(4) 252.227-7037, Validation of Restrictive Markings on Technical Data (JUN 2012), if applicable (see 227.7102-4(c)).

(5) 252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (NOV 2010) (Section 1038 of Pub. L. 111-84).

(6) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Pub. L. 108-375).

(7) 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (SEP 2010) (Section 884 of Pub. L. 110-417).

(8) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(9) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

(End of clause)

252.232-7007 LIMITATION OF GOVERNMENT’S OBLIGATION (MAY 2006) - ALTERNATE I (MAY 2006)

(a) Contract line item TBD is incrementally funded. The sum of $ TBD is presently available for payment and allotted to this contract. An allotment schedule is contained in paragraph (j) of this clause.

(b) For item(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of those item(s) for the Government’s convenience, approximate the total amount currently allotted to the contract. The Contractor is not authorized to continue work on those item(s) beyond that point. The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of anything to the contrary in the clause entitled “TERMINATION FOR THE CONVENIENCE OF THE GOVERNMENT.” As used in this clause, the total amount payable by the Government in the event of termination of applicable contract line item(s) for convenience includes costs, profit and estimated termination settlement costs for those item(s).

(c) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this clause, the Contractor will notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount payable by the Government, including any costs for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state

(1) the estimate date when that point will be reached and

(2) an estimate of additional funding, if any, needed to continue performance of applicable line items up to the next scheduled date for allotment of funds identified in paragraph (I) of this clause, or to a mutually agreed upon substitute date.

The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for subsequent period as may be specified in the allotment schedule in paragraph (j) of this clause, or otherwise agreed to by the parties. If after such notification additional funds are not allotment by the date identified in the Contractor’s notified, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not been allotted, pursuant to the clause of this contract entitle “TERMINATION FOR THE CONVENIENCE OF THE GOVERNMENT”.

(d) additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds. The provisions of paragraph (b) through (d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, the Contractor incurs additional costs or is delayed in the performance of the work under this contract and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause entitle “disputes.”

(f)The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a) of this clause.

(g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled “Default.” The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a) of this clause. This clause no longer applies once the contract is fully funded except with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) and (e) of this clause.

(h) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled “Termination for Convenience of the Government.”

(i) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. 1342.

(j) The parties contemplate that the Government will allot funds to this contract in accordance with the following schedule:

On execution of contract

$ ________ (TBD)

(month) (day), (year) TBD

$ ________ (TBD)

(month) (day), (year) TBD

$ ________ (TBD)

(month) (day), (year) TBD

$ ________ (TBD)

(End of clause)

LIST OF DOCUMENTS, EXHIBITS, OR ATTACHMENTS:

Inclu. Cover page and Appendix

10 Jan 13

CLAUSES INCORPORATED BY REFERENCE

ADDENDUM TO FAR 52.212-1

INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS

(FEB 2012)

This provision is incorporated by reference and paragraph (c) is modified to read as follows:

Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 210 calendar days from the date specified for receipt of offers.

(End of provision)

ADDENDA TO FAR 52.212-1

INSTRUCTIONS TO OFFERORS—COMMERCIAL ITEMS (FEB 2012)

A.

To assure timely and equitable evaluation of the proposal, the offeror must follow the instructions contained herein. The proposal must be complete, self-sufficient, and respond directly to the requirements of this solicitation. The response shall consist of two (2) separate parts; Part I – Price Proposal, and Part II – Past Performance Information.

B.

Specific Instructions:

The offers shall be prepared to consist of the following two parts:

1.

PART I – PRICE PROPOSAL - Submit original copy. The submission shall be made by e-mail or fax.

(a) Standard Form (SF) 1449. Complete Blocks 12, 17a, 17b (when applicable), 30a, 30b, and 30c of the SF 1449. In doing so, the offeror accedes to the contract terms and conditions as written in the SOLICITATION, with attachments. The SOLICITATION constitutes the model contract.

(b) Supplies or Services and Prices/Costs (Continuation of Blocks 19 through 24 of SF 1449). Insert proposed unit and extended prices in the Pricing Schedule. Complete with proposed unit price and extended amount for each listed line item. The extended amount must equal the whole yen unit price multiplied by the number of units. The proposal(s) must be submitted for a base year plus two (2) Option Years.

(c) Complete the necessary fill-ins and certifications in provisions. The provisions FAR 52.212-3 and DFARS 252.212-7000 shall be returned along with the proposal in its entirety.

(d) Remittance Address (Continuation to Block 17b of SF 1449). Provide remittance address when Block 17b is checked. 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.

(e) Acknowledgment of solicitation amendments when issued.

2.

PART II – PAST/PRESENT PERFORMANCE INFORMATION: The Past/Present performance information shall be recent and relevant information in demonstrating the offeror’s ability to successfully perform the required effort. Only references for the same or similar type contracts desired. The past performance information shall consist of Past/Present Performance Reference List. Submit original copy.

(a) Past/Present Performance Reference List: The offeror shall prepare the Past Performance Reference List in the following format and submit to 374 CONS/LGCZA, by either e-mail (izumi.sugimoto.jp@us.af.mil) or FAX (042-551-0973), not later than the time & date specified in Block 8 of SF 1449. The reference list shall contain three (3) contracts performed (on-going or completed) as prime contractor, subcontractor, joint ventures and/or teaming partners of the most relevant contracts (similar in scope, size and complexity) for US Government agencies, Government of Japan or its political subdivisions, or commercial customers within the last 3 years of this solicitation release date. See below for “Relevant Contracts.” The evaluation of past performance information will take into account past performance information regarding predecessor companies, key personnel who have relevant experience, or subcontractors that will perform major or critical aspects of the requirement when such information is relevant to the instant acquisition. Furnish the following information for each reference on the reference list.

(1) Name of contracting activity (e.g. Government Agency/Company name)

(2) Point of Contact (POC), Contracting Officer and/or Contract Administrator’s phone/FAX number, and e-mail address (if available)

(3) Contract number and project title

(4) Contract Type (e.g. Firm-Fixed Price, IDIQ, Requirements type)

(5) Total contract value

(6) Performance period (e.g. date/month/year through date/month/year)

(7) Description of contract work performed

(8) Contracting Officer’s name and phone number

(9) Government Inspector/commercial project manager and phone number

(10) List of major subcontractors if applicable

In addition, the offeror may provide information on problems encountered on the contracts identified above and corrective actions taken to resolve these problems. This may include a discussion of efforts accomplished by the offeror to resolve problems encountered on prior contracts as well as past efforts to identify and manage program risk.

Relevant Contracts. Submit information on contracts that you consider relevant in demonstrating your ability to perform the proposed effort. Include rationale supporting your assertion of relevance. Offerors are required to explain what aspects of the contracts are deemed relevant to the proposed effort, and to what aspects of the proposed effort they relate. This may include a discussion of efforts accomplished by the offeror to resolve problems encountered on prior contracts as well as past efforts to identify and manage program risk. Relevant contracts (similar in scope, size and complexity) may include the work requirement(s) listed in Description of Services/General Information under the SOW, paragraph 1 (Solicitation Attachment 1).

(b) Documents submitted in response to this solicitation must be fully responsive to and consistent with the following:

(1) Requirements of the solicitation (Item Numbers), Statement of Work (SOW), Specifications (Spec), and government standards and regulations pertaining to the SOW.

(2) Evaluation Factors for Award.

3.

General Information

(a) INFORMATION REGARDING SUBMISSION OF PROPOSAL: Proposals must be submitted to Ms. Izumi Sugimoto by email (izumi.sugimoto.jp@us.af.mil) or fax 042-551-0973 by the due date and time.

(b) Offerors should allow sufficient time to make sure that all proposals reach Ms. Sugimoto by email or fax PRIOR to the time specified for receipt. Late proposals will be processed in accordance with FAR 52.212-1(f) “Late submission, modifications, revisions, and withdrawals of offers.”

CLAUSES INCORPORATED BY FULL TEXT

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

(a) The Government will award a single contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and past performance considered. The Government intends to make award to the lowest priced offeror with acceptable past performance. The following list is evaluation factors that shall be used in the evaluation process.

(1) Price Initially, offers shall be ranked according to evaluated prices. The price evaluation will be made on the basis of the total price. Total price includes all CLINS and Sub-CLINs for the Basic and all Option Years. A single award will result from this evaluation, therefore, an offeror must propose on all items.

(2) Past Performance:

(i) The Government will evaluate past performance information submitted from the lowest priced offeror under this acquisition. In the event that the lowest offeror fails to meet Government past performance acceptability standard as defined in below, the offeror will be eliminated from consideration for award and the Government will then evaluate the next low offeror’s past performance. This process will continue until an offeror is found to have acceptable past performance.

(ii) Offerors shall submit the most recent and relevant past and present contracts and subcontracts performed for the U.S. Government, the Government of Japan or political subdivisions and commercial customers within the last three (3) years. Past performance will be evaluated for recency, relevancy, and quality. The Contracting Officer shall evaluate /past performance information based on (1) the references provided by the offeror and (2) data independently obtained from other Government and commercial sources. The purpose of the past performance evaluation is to allow the Government to assess the offeror’s ability to perform the effort described in this solicitation based on the offeror’s demonstrated past performance on relevant contracts. Offerors with no relevant past performance history are treated neither favorably nor unfavorably, however, the Government may use information obtained from other sources to determine a final past performance rating. Past performance evaluation will be performed based on the following criteria:

(A) Recency: The Government will confirm whether contracts submitted by the offeror has been completed within the past 3 years from the solicitation release date or are currently in progress.

(B) Relevancy: The Government will evaluate contracts submitted by the offeror to determine relevancy. Relevancy is defined as similar services when compared to this solicitation in terms of actual services provided. The Government is not bound by the offeror's opinion of relevancy.

(C) Quality: The Government will evaluate contracts submitted by the offeror to determine whether performance met or exceeded contractual requirements with few or no minor problems.

(iii) Final Past Performance Rating: Based on evaluation results, the low offeror will be assigned either acceptable or not acceptable rating as follows:

Acceptable: Based on an assessment of past performance information submitted by the offeror, the Government has concluded that the acceptable recency, relevancy and quality has been fully demonstrated.

Not Acceptable: Based on an assessment of past performance information submitted by the offeror, the Government has concluded that the acceptable recency, relevancy and quality has not been fully demonstrated.

(iv) Past Performance Reference List: Offerors shall submit a Past Performance Reference List to 374 CONS/LGCZA, by e-mail (izumi.sugimoto.jp@us.af.mil) or FAX (042-551-0973) no later than the time & date specified in Block 8 of SF 1449, with submission of proposals. Offerors shall submit the reference list up to three (3) contracts performed. Furnish the following information for each reference:

(A) Name of contracting activity (e.g. Government Agency/Company name)

(B) Point of Contact (POC), Contracting Officer and/or Contract Administrator’s Phone/FAX number, and e-mail address (if available)

(C) Contract number and project title

(D) Contract Type (e.g. Firm-Fixed Price, IDIQ, Requirements type)

(E) Total contract value

(F) Performance period (e.g. date/month/year through date/month/year)

(G) Description of contract work performed

(H) Contracting Officer’s name and phone number

(I) Government Inspector/commercial project manager and phone number

(J) List of major subcontractors if applicable

(v) The offeror may provide information on problems encountered on the contracts identified in their Past Performance Reference List and corrective actions taken to resolve these problems. This may include a discussion of efforts accomplished by the offeror to resolve problems encountered on prior contracts as well as past efforts to identify and manage program risk.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. In order to meet the requirements of FAR Part 6 and FAR Part 17, the price equivalent to the 6 months extension of services authorized by FAR 52.217-8 will be evaluated separately for every performance period, and will be factored as part of the total evaluated price for award. The Government will multiply the offeror’s proposed Price by a quantity equivalent to 6 months (i.e. 1 Lot x 0.5 year = 0.5 Lot) for each SubCLIN including Options under FAR 52.217-9, in order to evaluate the extension of services authorized by FAR 52.217-8. The Government reserves the right to perform price realism analysis. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

FAR 52.212-3, OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS (DEC 2012) (WITH ALTERNATE I (APR 2011))

An offeror shall complete only paragraph (b) of this provision if the offeror has completed the annual representations and certifications electronically via https://www.acquisition.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (e) through (o) of this provision.

(Paragraphs (c), (d), (f), (g), (i), and (k) are not applicable to this solicitation due to the non-applicability of acquisition at overseas.)

(a) Definitions. As used in this provision--

“Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

“Forced or indentured child labor” means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

“Inverted domestic corporation,” as used in this section, means a foreign incorporated entity which is treated as an inverted domestic corporation under 6 U.S.C. 395(b), i.e., a corporation that used to be incorporated in the United States, or used to be a partnership in the United States, but now is incorporated in a foreign country, or is a subsidiary whose parent corporation is incorporated in a foreign country, that meets the criteria specified in 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).