MACC_Solicitation___FA5685-14-R-0013-13_June_14.doc

Section B - Supplies or Services and Prices

Lot

MACC--Base Year

FFP

MACC is a multiple award, competitive Indefinite Delivery/Indefinite Quantity (IDIQ) construction acquisition including three work elements: Design-Build, Partial Design, and Full Design. Projects are based on a general Statement Of Work (SOW) further defined with each individual Task Order. Work will consist of multiple disciplines in general construction categories for the military base facilities of US Air Force and support units in Turkey. Award of the post award conference constitutes the minimum for the first task order. A minimum of $250.00 is guaranteed over the life of the contract. The aggregate maximum amount of this program including base and all option years shall not exceed $45,000,000.00. Period of Performance: 27 Aug 2014 thru 26 Aug 2015.

FOB: Destination

SIGNAL CODE: A

NET AMT

Lot

FFP

MACC is a multiple award, competitive Indefinite Delivery/Indefinite Quantity (IDIQ) construction acquisition including three work elements: Design-Build, Partial Design, and Full Design. Projects are based on a general Statement Of Work (SOW) further defined with each individual Task Order. Work will consist of multiple disciplines in general construction categories for the military base facilities of US Air Force and support units in Turkey. Award of the post award conference constitutes the minimum for the first task order. A minimum of $250.00 is guaranteed over the life of the contract. The aggregate maximum amount of this program including base and all option years shall not exceed $45,000,000.00. Period of Performance: 27 Aug 2015 thru 26 Aug 2016.

NET AMT

Lot

FFP

MACC is a multiple award, competitive Indefinite Delivery/Indefinite Quantity (IDIQ) construction acquisition including three work elements: Design-Build, Partial Design, and Full Design. Projects are based on a general Statement Of Work (SOW) further defined with each individual Task Order. Work will consist of multiple disciplines in general construction categories for the military base facilities of US Air Force and support units in Turkey. Award of the post award conference constitutes the minimum for the first task order. A minimum of $250.00 is guaranteed over the life of the contract. The aggregate maximum amount of this program including base and all option years shall not exceed $45,000,000.00. Period of Performance: 27 Aug 2016 thru 26 Aug 2017.

NET AMT

Lot

FFP

MACC is a multiple award, competitive Indefinite Delivery/Indefinite Quantity (IDIQ) construction acquisition including three work elements: Design-Build, Partial Design, and Full Design. Projects are based on a general Statement of Work (SOW) further defined with each individual Task Order. Work will consist of multiple disciplines in general construction categories for the military base facilities of US Air Force and support units in Turkey. Award of the post award conference constitutes the minimum for the first task order. A minimum of $250.00 is guaranteed over the life of the contract. The aggregate maximum amount of this program including base and all option years shall not exceed $45,000,000.00. Period of Performance: 27 Aug 2017 thru 26 Aug 2018.

NET AMT

Lot

FFP

MACC is a multiple award, competitive Indefinite Delivery/Indefinite Quantity (IDIQ) construction acquisition including three work elements: Design-Build, Partial Design, and Full Design. Projects are based on a general Statement of Work (SOW) further defined with each individual Task Order. Work will consist of multiple disciplines in general construction categories for the military base facilities of US Air Force and support units in Turkey. Award of the post award conference constitutes the minimum for the first task order. A minimum of $250.00 is guaranteed over the life of the contract. The aggregate maximum amount of this program including base and all option years shall not exceed $45,000,000.00. Period of Performance: 27 Aug 2017 thru 26 Aug 2018.

NET AMT

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

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

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$250.00

$45,000,000.00

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

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

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

CLIN/MINIMUM/MAXIMUM

CLIN MINIMUM/MAXIMUM

The guaranteed minimum order amount to be ordered for this contract is $250.00. This minimum amount shall only be applied to the basic year. All remaining option years, if exercised, have a minimum order amount of $0.00. The maximum aggregate amount may be reached any time before the exercise of the final option period and shall not exceed $45,000,000.00

NOTICE TO FOREIGN VENDORS

NOTE: Authorization to Foreign Vendors

The contract warrants that it has been duly authorized to operate and do business in the country or countries in which this contract is to be performed, and that it has obtained, at no cost to the United States Government. All necessary licenses and permits required in connections with this contract and that it will fully comply with all laws, decrees, labor standards and regulations of this country or countries during the performance of this contract.

Section C - Descriptions and Specifications

POJECT DESCRIPTION

Section C - Descriptions and Specifications

POJECT DESCRIPTION

The following documents are to be used in the execution of work under this contract:

A. General Specifications

(1) All General Specifications used in this contract have been listed in Section J (Attachment # 1).

(2) The purpose of the General Specification listed is to provide the contractor with a reference point used to generate individual Statements of Work (SOW) or Statements of Need (SON). It is the contractor responsibility to ensure each of these specifications is followed when applicable.

(3) The contractor shall immediately bring to the attention of the Contracting Officer any ambiguities, confusion, or conflicting information between one or more specifications and/or drawings, and/or SOW/SON.

B. Project Unique Specifications

(1) Specifications unique to each project shall be provided with each Request for Proposal (RFP) and subsequent Task Order.

(2) The purpose of project unique specifications is to provide the contractor with more detailed guidance for the work to be accomplished. It is the contractor’s responsibility to ensure all work completed is done so in accordance with all contract specifications and drawings.

(3) The contractor shall immediately bring to the attention of the Contracting Officer any ambiguities, confusion, or conflicting information between one or more specifications and/or drawings, and/or SOW.

C. Statements of Work (SOW) or Statements of Need (SON)

(1) A SOW/SON unique to each project shall be provided with each RFP and subsequent task order. In the event a SOW/SON isn’t applicable contractors will refer to specifications/drawings for guidance.

(2) The purpose of the SOW/SON is to provide the contractor with outline of the work to be performed. It is the contractor’s responsibility to ensure all work completed is done so in accordance with all contract specifications and drawings.

(3) The contractor shall immediately bring to the attention of the Contracting Officer any ambiguities, confusion, or conflicting information between one or more specifications and/or drawings, and/or SOW/SON.

Section F - Deliveries or Performance

DELIVERY INFORMATION

26-AUG-2015

GUNALP GUNYASAR

39CES/CECEP BLDG 444 UNIT 7065

APO AE 09824

676-6333

F2G3C2

26-AUG-2016

F2G3C2

26-AUG-2017

F2G3C2

26-AUG-2018

F2G3C2

26-AUG-2019

F2G3C2

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

INSTRUCTION TO OFFERORS

INCIRLIK INSTRUCTIONS

In reference to NOTE 3 on the first page be advised that due to an established economic agreement between the United States Government and the Government of Turkey, the U.S. Air Force intends to award this solicitation to a business concern within the country of Turkey; as required by the Defense and Economic Cooperation Agreement (DECA), supplementary Agreement 3, Article VI. If it is discovered that the U.S. Air Force is not able to make award to a business concern within the country of Turkey, it reserves the right to make award to a business concern that is not within the country of Turkey.

Incirlik Instruction 01

INSTRUCTIONS TO FOREIGN VENDORS

NOTE 1: Authorization to Foreign Vendors

The contract warrants that it has been duly authorized to operate and do business in the country or countries in which this contract is to be performed, and that it has obtained, at no cost to the United States Government, all necessary licenses and permits required in connections with this contract, and that it will fully comply with all laws, decrees, labor standards and regulations of this country or countries during the performance of this contract.

NOTE 2: Law Governing Contracts

In any dispute arising out of this contract, the decision of which requires consideration of questions of law, the rights and obligations of the parties shall be interpreted in accordance with the substantive laws of the United States of America.

NOTE 3: Invoices

All invoice amounts shall be reflected in US Dollars or payment may be delayed.

VAT-EXEMPT PURCHASE

I certify that this purchase (delivery of goods or service) is made for the purpose of common defense and in accordance with the Tax Relief Agreement between Turkey and The United States of America, which was ratified by Law Number 6426 of June 1954. This purchase is exempt from Value Added Tax according to the Council of Ministers of the Republic of Turkey decision number 92/2958 or 22 April 1992, published in the Official Gazette dated 21 May 1992, number 21234.

KDV’DEN MUAF SATINALMA

Isbu satinalmanin (mal teslimi veya hizmet); Turkiye ile Amerika Birlesid Devletleri arasinda imzalanmis bulunan ve 30 Haziran 1954 tarihli ve 6426 sayili kanunla onaylanmis Vergi Muafiyetleri Anlasmasina uygun olarak ve ortak savunma amaciyla yapildigini onaylariz. Isbu satinalma: 21 May 1992 tarih ve 21234 sayili Resmi Gazetede yayinlanmis olan 22 Nisan 1992 tarih ve 1992/2958 sayili Bakanlar Kurulu Kararina gore katma deger vergisinden mustesnadir.

NOTE TO TURKISH VENDORS:

It is recommended contractors attach their VAT exempt form when submitting their invoices to Defense Finance Accounting System (DFAS) in Wide Area WorkFlow (WAWF) and/or handcarry to 39 CONS for certification. For the Turkish Government to accept it, a duly appointed Contracting Officer must first certify the VAT exempt form.

(End of Instruction)

Incirlik Instruction 02

BANK LETTER OF GUARANTEE

21 APR 07

a. Within ten (10) calendar days after the date of contract/order, the contractor shall furnish the Contracting Officer a Bank Letter of Guarantee for the performance of the work in the amount specified below and conforming to the format of the sample letter provided (Attachment 3). Failure to furnish the Letter of Guarantee may be deemed a breach of contract.

AMOUNT OF CONTRACT

BANK LETTER OF GUARANTEE

Up to $10,000.00

None

$10,000.01 - $25,000.00

25%, not to exceed $5,000.00

$25,000.01 - $100,000.00

20%, not to exceed $15,000.00

$100,000.01 - $500,000.00

15%, not to exceed $50,000.00 over $500,000.00

15%, not to exceed $100,000.00

b. The Bank Letter of Guarantee will be dated as of the contract/order date or as soon thereafter as possible. The Bank Letter of Guarantee shall state that a guarantee has been issued against the awarded contract/order and that the following conditions are in force:

1. When presented by a representative of the U.S. Government against debts due, redemption cannot be contested.

2. Value of the guarantee is to be cited in U.S. Dollars, or if Turkish Lira it shall include the statement “Value in Turkish Lira will correspond to the current exchange rate to U.S. Dollars in effect at the time of redemption”. It will be equal at all times to the percentage as stated in the criteria above.

3. The Bank Letter of Guarantee shall also state that the bank agrees and consents that the contract/order may be modified by change order or supplemental agreement without effecting the validity of the Bank Letter of Guarantee. The Notice to Proceed (Construction) will not be issued until the approval and acceptance by the Contracting Officer.

c. The Bank Letter of Guarantee will continue in effect throughout the performance period, satisfactory completion of requirements and until expiration of any applicable guarantee period or extension thereof. During the period of warranty an amount equal to five (5) percent of the original contract/order price shall be applicable.

(End of Instruction)

Sample Bank Letter of Guarantee:

DEPARTMENT OF THE AIR FORCE

39TH AIR BASE WING (USAFE)

LETTER OF GUARANTEE

INCIRLIK AB TURKEY

CONTRACTING OFFICER

39 CONS/LGCA

INCIRLIK HAVA USSA

ADANA, TURKEY

LETTER OF GUARANTEE NO:

We are advised that you have concluded a contract with firm (Company name,) hereinafter called the "contractor," contract reference number (Contract number,) on (Date.)The contract is to Contract Requirements. The total contract price is $Total Contract Value Pursuant to the contract, the contractor must provide security in the amount of 15 % of the total contract price not to exceed $50,000.00, ($Total Contract Value X 15%) for timely and satisfactory performance of the contract. Pursuant to the contract, the contractor is authorized to provide such security in the form of a bank guarantee.

Having premised this, we, the (Bank Name of City, Country) do, hereby covenant to pay to you the sum of ($ Dollar Value) of Guarantee immediately upon receipt of a written demand by your contracting officer, in which you confirm that the contractor has failed to meet his obligations under the above reference contract. The sum of the guarantee will be paid by check made payable to the Treasurer of the United States within 15 days from receipt of the written demand by the contracting officer. If payment is made after this date, it shall include 8 1/8 % interest starting the 16th day after receipt of this written demand. This letter of guarantee will continue in effect until the contract work has been finally accepted by the US Government and will continue thereafter in an amount equal to 5 % of the original contract price, until all applicable guarantees, or extension thereof under the contract have expired. At that time, this document will be given back to us.

We understand that the contract may be modified by change order or supplemental agreement affecting the contract price and/or performance time and we consent to such modifications. If the contract price is thereby increased by at least $15,000, we agree to provide an additional letter of guarantee in the amount 15 % of the increased contract amount.

This is a Guarantee. Our obligation as the guarantor is independent of the existence and extent of the Contractor's obligation. The rights and obligations arising out of this guarantee are subject of the laws of Turkey.

(Name and address of Guarantor)

Signed by:_________________________

Seal or stamp of Guarantor

(Name typed underneath signature)

Typed Title:________________________

By:______________________________

(Name typed underneath signature)

Typed Title:_________________________

Incirlik Instruction 03

IMPORT MATERIALS APPROVAL

11 JUN 08

In accordance with Defense and Economic Cooperation Agreement between the Government of Turkey and the United States of America, materials produced in Turkey shall be used in all construction contracts. If justification is substantiated, import materials may be used after approval is granted by 10th Tanker Base Command, Turkish Air Force (TURAF) and Turkish General Staff (TGS).

Successful offeror will be required to submit completed import material lists (IML) to the Contracting Officer upon issuance of Administrative Notice to Proceed (ANTP). Specific instructions will be provided to the contractor during the ANTP phase. Construction Notice to Proceed (CNTP) will be issued within 30 days after receipt of approved IML. Receipt of local TURAF approval may take 1-3 months. TGS approval may take up to 9 months or longer.

If CNTP is not issued within 9 months of the date of submitting IML, the contractor may claim an economic price adjustment covering any increased prices between the end of the ninth month and the actual date of issuance of CNTP. Economic price adjustments are not claimable for any price increases within the first 9 months after the contract award.

(End of Instruction)

Incirlik Instruction 04

OPERATIONS SECURITY

24 JAN 07

In the performance of contract terms and conditions, contractors performing work on Incirlik Air Base may witness or hear of activities which provide them insight into present or future military activities. Each contractor is responsible to ensure its employees and/or subcontractors understand this type of information shall not be discussed and/or spread to any other sources. Infractions on the part of any contractor (or its employees or subcontractor[s]) may result in: 1) Immediate removal of the employee/subcontractor[s] from base, 2) A less than satisfactory past performance record for the project, and/or 3) Debarment actions.

(End of Instruction)

Incirlik Instruction 05

DESIGNATED SMOKING ARES ON CONSTRUCTION SITES

20 Feb 2014

A designated smoking area needs to be established by the contractor for each project site that doesn't negatively impact the surrounding base population. Smoking in housing shall not be permitted unless specifically within a designated construction site and should comply with the statement above. Cigarette butts shall be disposed of in a butt can and not discarded on the ground.

(End of Instruction)

SPECIAL CONTRACT INFORMATION

H-1. GENERAL TERMS

This is a firm-fixed price, Indefinite Delivery/Indefinite Quantity (IDIQ) contract. Multiple awards shall be made pursuant to FAR 16.504 (c). The contract includes a wide variety of general construction type work. During the contract period, construction requirements will be identified by the Base Civil Engineer (BCE) office. For future task orders, the Contracting Officer shall issue RFP’s to each of the MACC contractors. Award of each task order shall be based on the previously established evaluation factors for that individual project. The contractor shall furnish all materials, equipment, and personnel necessary to design, manage, and accomplish each task order. The US Government will issue an Administrative Notice to Proceed upon award. Once all necessary approvals and coordination have been made, a Construction Notice to Proceed shall be issued.

H-2. MINIMUM CONTRACT VALUE

(a) Guaranteed Minimum: The guaranteed minimum of work to be ordered under the total life of the contract is $250.00 for each contract awardee. NOTE: This award minimum will be met with the issuance of the firm task order.

(b) The total amount of the contract shall not exceed estimated $45,000,000.00 for the life of the contract (base period plus four option periods). Each contractor must be prepared to perform up to the total estimated amount.

(c) If the US Government’s requirements for services set forth in the solicitation do not result in orders in the amount described as “maximum,” the event shall not constitute the basis for an equitable adjustment under this contract.

H-3. MULTIPLE AWARD CONSTRUCTION CONTRACT

The US Government intends to award multiple contracts based on the best value to the US Government. Using the established evaluation factors in Sections L and M of the solicitation, the overall best value contractors will be selected. The following gives description of how the task orders will be assessed from the winning offerors.

H-4. AWARDING FUTURE TASK ORDERS

All contractors will have a fair opportunity to be considered for each task order in excess of $2,000.00 issued. The Contract Administrator or Contracting Officer will furnish the work requirement to all awardees of this contract either by email and/or at a prearranged site visit. All contractors will be invited to attend the site visit. Thereafter, each contractor shall submit a proposal, in English, in accordance with timelines set forth in the RFP for evaluation by the US Government. Upon evaluation of the proposals, the US Government has the right to seek clarifications, hold discussions, or award the task order without discussions. The US Government will consider the following during the selection process:

(1) (a) Task Order Element Type

a. Element 1 – Design/Build

i. Generalized SOW with project specifications shall be provided.

ii. If available, as-built drawings will be provided. No other design will be provided by the US Government.

iii. At a minimum, proposals submitted shall include a price and a 10% concept design based off of the information provided. Further information outlining proposal requirements shall be provided in each RFP issued.

b. Element 2 – Design/Build or Bid/Build

i. A general or detailed SOW shall be provided.

ii. US Government will provide a minimum 35%, maximum 100% design to each contractor.

iii. Additional as-built, if available, shall also be provided.

iv. At a minimum, proposals submitted shall include a price based on the information provided. Further information outlining proposal requirements shall be made available in each RFP issued.

(2) Task Order Evaluation Criteria

Subsequent task orders may be awarded based on best value, either Performance Price Trade-off (PPT) or Lowest Price/Technical Acceptability (LPTA). If the US Government decides to issue the task order as a best value using PPT or LPTA, award factors shall vary depending on the unique requirements of each task order. One or more of the following criteria in addition to Cost may be considered:

(1) Past performance - Task order past performance or prior past performance on other contracts

(2) Quality of deliverables

(3) Ability to meet schedule requirements

(4) Relevant experience/key personnel

(5) Cost control

(6) Potential impact on other orders placed with the contractor

(7) Current workload

(8) Design

(9) The contractor’s technical understanding of the work.

(10) The most efficient and effective plan to accomplish the work.

(11) Rationale for proposed materials, type and quantities.

(12) Sustainable design features

(13) Price/Cost

NOTE: Contractors will be allowed to choose not to bid on individual task orders as to allow for, and encourage, contractors to make prudent decisions based upon their current workload.

H-5. MATERIAL APPROVAL

Task orders issued under this contract may require Turkish General Staff (TGS) material approval. The contractor shall submit completed Material Lists to the Contracting Officer within 30 days after contract award. Notice to Proceed shall be issued within 30 days after receipt of TGS approval. Receipt of TGS approval may take up to 9 months or longer. If a Notice to Proceed is not issued within 9 months of the date of submitting the Material Lists to the Contracting Office, then after the notice to proceed is issued, the contractor may claim an economic price adjustment covering the increased price between the end of the ninth month and the actual date of issuance of the notice to proceed.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

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

The Contractor shall be required to (a) commence work under this contract 10 calendar days after the date the Contractor receives the notice to proceed, (b) prosecute the work diligently, and (c) complete the entire work ready for use not later than THE DATE SPECIFIED PER TASK ORDER. The time stated for completion shall include final cleanup of the premises.

*The Contracting Officer shall specify either a number of days after the date the contractor receives the notice to proceed, or a calendar date.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.211-11 LIQUIDATED DAMAGES--SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT (SEP 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of TO BE DETERMINED PER TASK ORDER, IF NECESSARY per calendar day of delay.

(b) If the Government terminates this contract in whole or in part under the Default--Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default--Fixed-Price Supply and Service clause in this contract.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

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

(a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the Government in the amount of TO BE DETERMINED PER TASK ORDER, IF NECESSARY each calendar day after of delay until the work is completed or accepted.

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

(End of clause)

52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a firm-fixed price contract resulting from this solicitation.

(End of provision)

52.216-18 Ordering. (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from DATE OF THE AWARD through THE FINAL DATE OF THE LAST OPTION PERIOD EXERCISED .

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

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

(End of clause)

52.216-19 Order Limitations. (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $2,000.00 (insert dollar figure or quantity), the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor:

(1) Any order for a single item in excess of $3,000,000.00.

(2) Any order for a combination of items in excess of $ 10,000,000.00

(3) A series of orders from the same ordering office within 5 business days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 business days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding the amount per task order..

(b) The maximum amount for which the Government shall be liable if this contract is terminated will be determined on each individual task order.

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 Years and 6 months.

(End of clause)

52.232-16 PROGRESS PAYMENTS (APR 2012)

The Government will make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly, in amounts of $2,500 or more approved by the Contracting Officer, under the following conditions:

(a) Computation of amounts. (1) Unless the Contractor requests a smaller amount, the Government will compute each progress payment as 80 percent of the Contractor's total costs incurred under this contract whether or not actually paid, plus financing payments to subcontractors (see paragraph (j) of this clause), less the sum of all previous progress payments made by the Government under this contract. The Contracting Officer will consider cost of money that would be allowable under FAR 31.205-10 as an incurred cost for progress payment purposes.

(2) The amount of financing and other payments for supplies and services purchased directly for the contract are limited to the amounts that have been paid by cash, check, or other forms of payment, or that are determined due and will be paid to subcontractors--

(i) In accordance with the terms and conditions of a subcontract or invoice; and

(ii) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government.

(3) The Government will exclude accrued costs of Contractor contributions under employee pension plans until actually paid unless--

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's total costs for progress payments until paid).

(4) The Contractor shall not include the following in total costs for progress payment purposes in paragraph (a)(1) of this clause:

(i) Costs that are not reasonable, allocable to this contract, and consistent with sound and generally accepted accounting principles and practices.

(ii) Costs incurred by subcontractors or suppliers.

(iii) Costs ordinarily capitalized and subject to depreciation or amortization except for the properly depreciated or amortized portion of such costs.

(iv) Payments made or amounts payable to subcontractors or suppliers, except for --

(A) Completed work, including partial deliveries, to which the Contractor has acquired title; and

(B) Work under cost-reimbursement or time-and-material subcontracts to which the Contractor has acquired title.

(5) The amount of unliquidated progress payments may exceed neither (i) the progress payments made against incomplete work (including allowable unliquidated progress payments to subcontractors) nor

(ii) the value, for progress payment purposes, of the incomplete work. Incomplete work shall be considered to be the supplies and services required by this contract, for which delivery and invoicing by the Contractor and acceptance by the Government are incomplete.

(6) The total amount of progress payments shall not exceed 80 percent of the total contract price.

(7) If a progress payment or the unliquidated progress payments exceed the amounts permitted by subparagraphs (a)(4) or (a)(5) of this clause, the Contractor shall repay the amount of such excess to the Government on demand.

(8) Notwithstanding any other terms of the contract, the Contractor agrees not to request progress payments in dollar amounts of less than $2,500. The Contracting Officer may make exceptions.

(9) The costs applicable to items delivered, invoiced, and accepted shall not include costs in excess of the contract price of the items.

(b) Liquidation. Except as provided in the Termination for Convenience of the Government clause, all progress payments shall be liquidated by deducting from any payment under this contract, other than advance or progress payments, the unliquidated progress payments, or 80 percent of the amount invoiced, whichever is less. The Contractor shall repay to the Government any amounts required by a retroactive price reduction, after computing liquidations and payments on past invoices at the reduced prices and adjusting the unliquidated progress payments accordingly. The Government reserves the right to unilaterally change from the ordinary liquidation rate to an alternate rate when deemed appropriate for proper contract financing.

(c) Reduction or suspension. The Contracting Officer may reduce or suspend progress payments, increase the rate of liquidation, or take a combination of these actions, after finding on substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (f) and (g) of this clause).

(2) Performance of this contract is endangered by the Contractor's --

(i) Failure to make progress or

(ii) Unsatisfactory financial condition.

(3) Inventory allocated to this contract substantially exceeds reasonable requirements.

(4) The Contractor is delinquent in payment of the costs of performing this contract in the ordinary course of business.

(5) The fair value of the undelivered work is less than the amount of unliquidated progress payments for that work.

(6) The Contractor is realizing less profit than that reflected in the establishment of any alternate liquidation rate in paragraph (b) of this clause, and that rate is less than the progress payment rate stated in subparagraph (a)(1) of this clause.

(d) Title.

(1) Title to the property described in this paragraph (d) shall vest in the Government. Vestiture shall be immediately upon the date of this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.

(2) "Property," as used in this clause, includes all of the below-described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices.

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment, and other similar manufacturing aids, title to which would not be obtained as special tooling under paragraph (d) (2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract; e.g., the termination clauses, shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract without requesting the Contracting Officer's approval, but the proceeds shall be credited against the costs of performance.

(5) To acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor must obtain the Contracting Officer's advance approval of the action and the terms. The Contractor shall (i) exclude the allocable costs of the property from the costs of contract performance, and (ii) repay to the Government any amount of unliquidated progress payments allocable to the property. Repayment may be by cash or credit memorandum.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all progress payments, title shall vest in the Contractor for all property (or the proceeds thereof) not--

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(e) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. The Contractor shall repay the Government an amount equal to the unliquidated progress payments that are based on costs allocable to property that is lost (see 45.101).

(f) Control of costs and property. The Contractor shall maintain an accounting system and controls adequate for the proper administration of this clause.

(g) Reports, forms, and access to records. (1) The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information (including estimates to complete) reasonably requested by the Contracting Officer for the administration of this clause. Also, the Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's books, records, and accounts.

(2) The Contractor shall furnish estimates to complete that have been developed or updated within six months of the date of the progress payment request. The estimates to complete shall represent the Contractor's best estimate of total costs to complete all remaining contract work required under the contract. The estimates shall include sufficient detail to permit Government verification.

(3) Each Contractor request for progress payment shall:

(i) Be submitted on Standard Form 1443, Contractor's Request for Progress Payment, or the electronic equivalent as required by agency regulations, in accordance with the form instructions and the contract terms; and

(ii) Include any additional supporting documentation requested by the Contracting Officer.

(h) Special terms regarding default. If this contract is terminated under the Default clause, (i) the Contractor shall, on demand, repay to the Government the amount of unliquidated progress payments and (ii) title shall vest in the Contractor, on full liquidation of progress payments, for all property for which the Government elects not to require delivery under the Default clause. The Government shall be liable for no payment except as provided by the Default clause.

(i) Reservations of rights.

(1) No payment or vesting of title under this clause shall --

(i) Excuse the Contractor from performance of obligations under this contract or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause

(i) Shall not be exclusive but rather shall be in addition to any other rights and remedies provided by law or this contract and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(j) Financing payments to subcontractors. The financing payments to subcontractors mentioned in paragraphs (a)(1) and (a)(2) of this clause shall be all financing payments to subcontractors or divisions, if the following conditions are met:

(1) The amounts included are limited to--

(i) The unliquidated remainder of financing payments made; plus

(ii) Any unpaid subcontractor requests for financing payments.

(2) The subcontract or interdivisional order is expected to involve a minimum of approximately 6 months between the beginning of work and the first delivery; or, if the subcontractor is a small business concern, 4 months.

(3) If the financing payments are in the form of progress payments, the terms of the subcontract or interdivisional order concerning progress payments--

(i) Are substantially similar to the terms of this clause for any subcontractor that is a large business concern, or this clause with its Alternate I for any subcontractor that is a small business concern;

(ii) Are at least as favorable to the Government as the terms of this clause;

(iii) Are not more favorable to the subcontractor or division than the terms of this clause are to the Contractor;

(iv) Are in conformance with the requirements of FAR 32.504(e); and

(v) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government's right to require delivery of the property to the Government if--

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(4) If the financing payments are in the form of performance-based payments, the terms of the subcontract or interdivisional order concerning payments--

(i) Are substantially similar to the Performance-Based Payments clause at FAR 52.232-32 and meet the criteria for, and definition of, performance-based payments in FAR Part 32;

(ii) Are in conformance with the requirements of FAR 32.504(f); and

(iii) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government's right to require delivery of the property to the Government if--

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(5) If the financing payments are in the form of commercial item financing payments, the terms of the subcontract or interdivisional order concerning payments--

(i) Are constructed in accordance with FAR 32.206(c) and included in a subcontract for a commercial item purchase that meets the…