14-R-0017_Safekeeping-Securities.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

RATING PAGE OF PAGE

1 34

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

5. DATE ISSUED 6. REQUISITION/PURCHASE

NUMBER

HDQMWR-14-R-0017 30 MAY 2014

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than item 7)

COMMANDER NAVY INSTALLATIONS COMMAND

MILLINGTON (N944)

5720 INTEGRITY DRIVE BLDG 457

MILLINGTON, TN 38055-6500

SAME AS BLOCK 7

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”.

SOLICITATION

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in See Block 7. until 3:30PM local time 23 June 2014 (Hour) (Date) CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

John Wolfslau

AREA CODE NUMBER EXT.

John.Wolfslau@navy.mil 901 874-6902

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 12-19

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2-4 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 5-8 X J LIST OF ATTACHMENTS 19-22

- D PACKAGING AND MARKING - PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 8 X K REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS 23-25 X F DELIVERIES OR PERFORMANCE 8

X G CONTRACT ADMINISTRATION DATA 9 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 26-32

X H SPECIAL CONTRACT REQUIREMENTS 9-11 X M EVALUATION FACTORS FOR AWARD 33-34

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT 10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%) (See Section I, Clause No. 52-232-8)

14. ACKNOWLEDGMENT OF AMEND-

MENTS (The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFEROR

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AREA CODE NUMBER EXT. 07Sep09

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

NONAPPROPRIATED FUNDS

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 23. SUBMIT INVOICES TO ADDRESS

SHOWN IN (4 copies unless otherwise specified)

ITEM

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( ) Section G

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

See Section G

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

(Signature of Contracting Officer) IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

HDQMWR-14-R-0017

PART I, SECTION B: SUPPLIES OR SERVICES AND PRICES/COSTS

A. This is a Firm Fixed Unit Price contract. The contract has a Base Period of Two Years with Three

(3) One- Year option periods.

B. Sections K, L and M of the solicitation will be removed upon contract award of the receipt of a successful request for proposal (upon award they will be incorporated by reference).

C. Payment Terms: Net 30 days

BASE PERIOD (1 OCT 2014 – 30 SEP 2016)

CLIN DESCRIPTION QTY UI UNIT

COST EXTENSION

BASE YEAR: Safekeeping Services to include (But not limited to): Disbursement of interest, processing pay downs on mortgage backed securities, processing incoming security purchases, processing outgoing security sales, process maturities, account maintenance fees, wire transfers, account and balance reports, and DDA debit/credits

24 MO

0001 Maintenance fee per holding. (estimated 50 holdings) 24 MO 0002 Service fee per par balance. (average $550,000,000 par balance) 24 MO

0003 Fee for disbursement of interest. (estimated 5 disbursements per month) 24 MO

0004 Fee for processing pay downs on mortgage backed securities.

(estimated 20 paydowns per month) 24 MO

0005.a. Fee for monthly reports. 24 MO 0005.b. On-line Safekeeping access info reporting 24 MO

0006 Fee for processing incoming security purchases. (est. 5 per month) 24 MO 0007 Fee for processing outgoing securities sales. (est. 2 per month) 24 MO 0008 Fee to process maturities. (est. 1 per month) 24 MO 0009 Account maintenance fee. (est. 1 per month) 24 MO

0010.a. Wire transfer charges for funds to settle incoming trades (non-confirmed) (est. 5 per month) 24 MO

0010.b. Wire transfer charges for funds to settle incoming trades (confirmed) (est. 1 per month) 24 MO

0011.a. Wire transfer charges (outgoing) (est. 10 per month) (repetitive) 24 MO

0011.b. Wire transfer charges (outgoing) (est. 1 per month) (non-repetitive) 24 MO

0012 Charges for DDA account and balance reporting system. (est. 1 per month) 24 MO

0013 Fee for DDA Debits/Credits (est. 5 per month) 24 MO

PHASE-IN CHARGES. The offeror shall itemize all costs (TOTAL PHASE-IN CHARGES) for phase-in charges incurred due to the implementation of the contract.

1 LOT

OPTION PERIOD ONE (1 OCT 2016 – 30 SEP 2017)

COST EXTENSION

1000 OPTION YEAR ONE: Safekeeping Services 12 MO 1001 Maintenance fee per holding. (estimated 50 holdings) 12 MO 1002 Service fee per par balance. (average $550,000,000 par balance) 12 MO

1003 Fee for disbursement of interest. (estimated 5 disbursements per month) 12 MO

1004 Fee for processing pay downs on mortgage backed securities.

(estimated 20 paydowns per month) 12 MO

1005.a. Fee for monthly reports. 12 MO 1005.b. On-line Safekeeping access info reporting 12 MO

1006 Fee for processing incoming security purchases. (est. 5 per month) 12 MO 1007 Fee for processing outgoing securities sales. (est. 2 per month) 12 MO 1008 Fee to process maturities. (est. 1 per month) 12 MO 1009 Account maintenance fee. (est. 1 per month) 12 MO

1010.a. Wire transfer charges for funds to settle incoming trades (non-confirmed) (est. 5 per month) 12 MO

1010.b. Wire transfer charges for funds to settle incoming trades (confirmed) (est. 1 per month) 12 MO

1011.a. Wire transfer charges (outgoing) (est. 10 per month) (repetitive) 12 MO 1011.b. Wire transfer charges (outgoing) (est. 1 per month) (non-repetitive) 12 MO

1012 Charges for DDA account and balance reporting system. (est. 1 per month) 12 MO

1013 Fee for DDA Debits/Credits (est. 5 per month) 12 MO

OPTION PERIOD TWO (1 OCT 2017 – 30 SEP 2018)

COST EXTENSION

2000 OPTION YEAR TWO (1 Oct 12 – 30 Sep 13): Safekeeping Services 1 YR

2001 Maintenance fee per holding. (estimated 50 holdings) 12 MO 2002 Service fee per par balance. (average $550,000,000 par balance) 12 MO

2003 Fee for disbursement of interest. (estimated 5 disbursements per month) 12 MO

2004 Fee for processing pay downs on mortgage backed securities.

(estimated 20 paydowns per month) 12 MO

2005.a. Fee for monthly reports. 12 MO 2005.b. On-line Safekeeping access info reporting 12 MO

2006 Fee for processing incoming security purchases. (est. 5 per month) 12 MO 2007 Fee for processing outgoing securities sales. (est. 2 per month) 12 MO 2008 Fee to process maturities. (est. 1 per month) 12 MO 2009 Account maintenance fee. (est. 1 per month) 12 MO

2010.a. Wire transfer charges for funds to settle incoming trades (non-confirmed) (est. 5 per month) 12 MO

2010.b. Wire transfer charges for funds to settle incoming trades (confirmed) (est. 1 per month) 12 MO

2011.a. Wire transfer charges (outgoing) (est. 10 per month) (repetitive) 12 MO 2011.b. Wire transfer charges (outgoing) (est. 1 per month) (non-repetitive) 12 MO

CLIN DESCRIPTION QTY UI UNIT

COST EXTENSION

2012 Charges for DDA account and balance reporting system. (est. 1 per month) 12 MO

2013 Fee for DDA Debits/Credits (est. 5 per month) 12 MO

OPTION PERIOD THREE (1 OCT 2018 – 30 SEP 2019)

COST EXTENSION

3000 OPTION YEAR THREE: Safekeeping Services 1 YR 3001 Maintenance fee per holding. (estimated 50 holdings) 12 MO 3002 Service fee per par balance. (average $550,000,000 par balance) 12 MO

3003 Fee for disbursement of interest. (estimated 5 disbursements per month) 12 MO

3004 Fee for processing pay downs on mortgage backed securities.

(estimated 20 paydowns per month) 12 MO

3005.a. Fee for monthly reports. 12 MO 3005.b. On-line Safekeeping access info reporting 12 MO

3006 Fee for processing incoming security purchases. (est. 5 per month) 12 MO 3007 Fee for processing outgoing securities sales. (est. 2 per month) 12 MO 3008 Fee to process maturities. (est. 1 per month) 12 MO 3009 Account maintenance fee. (est. 1 per month) 12 MO

3010.a. Wire transfer charges for funds to settle incoming trades (non-confirmed) (est. 5 per month) 12 MO

3010.b. Wire transfer charges for funds to settle incoming trades (confirmed) (est. 1 per month) 12 MO

3011.a. Wire transfer charges (outgoing) (est. 10 per month) (repetitive) 12 MO 3011.b. Wire transfer charges (outgoing) (est. 1 per month) (non-repetitive) 12 MO

3012 Charges for DDA account and balance reporting system. (est. 1 per month) 12 MO

3013 Fee for DDA Debits/Credits (est. 5 per month) 12 MO

PHASE OUT CHARGES

The offeror shall itemize all costs (PHASE OUT CHARGES) for Phase-Out charges incurred due to the expiration of the Contract if the Contract is not renewed or the Contractor is not the successful offeror in the follow-on Contract.

Fee to transfer security to new contractor (per security) (est. 50 holdings @ $_______)

1 LOT

Contract performance periods:

Base Period (1 OCT 2014 – 30 SEP 2016) Option Period One (1 OCT 2016 – 30 SEP 2017) Option Period Two (1 OCT 2017 – 30 SEP 2018) Option Period Three (1 OCT 2018 – 30 SEP 2019)

(END OF SECTION B)

PART I, SECTION C - STATEMENT OF WORK

PART I - GENERAL INFORMATION

C-1. INTRODUCTION.

The purpose of this acquisition is to secure safekeeping services for all securities owned by the Dept. of the Navy, Commander Navy Installations Command (CNIC), Fleet and Family Readiness (FFR) Division that are issued by the Treasury or by a Federal Agency. Currently, CNIC FFR Div. has approximately $450 million in par value of these securities.

C-2 TYPE OF CONTRACT. A firm-fixed price contract.

C-3 CONTRACT PERIOD. The Contract will be for a base period of two years with three option years for a total Contract duration not to exceed five years.

C-4 SCOPE.

The Contractor shall provide safekeeping services (third party custodial) to CNIC FFR Div. The primary purposes of the safekeeping account are to provide third party clearing of security purchases or sales, custodial services for assets held for investment, and to process interest payments received on securities. Securities held in the CNIC FFR Div. Safekeeping Account shall be segregated from securities owned by the Contractor or owned by other customers of the Contractor. The Contractor shall provide supporting documentation to CNIC FFR Div. showing all transactions daily. The Contractor shall provide either an automated system through which CNIC FFR Div. can notify the bank of trades or provide for notification by fax. The Contractor shall notify CNIC FFR Div. by telephone and e-mail of trades that fail. The Contractor shall provide a telephone and e-mail point of contact for service inquires. The Contractor shall respond intra-day and timely to requests for information about transactions.

The Contractor shall credit CNIC FFR Div. the same day with good (collected) funds for any interest or principal received. The Contractor shall compensate CNIC FFR Div. for any loss due to Contractor error, fraud or negligence with respect to handling, transfer, delivery or custody of securities delivered to, from or held in the safekeeping account. This includes loss of principal, interest, or availability of funds. The Contractor is liable for the acts of any nominee or agent of the Contractor

The Contractor shall provide a means for CNIC FFR Div. to settle security trades, interest payments, pay downs, maturities with a single transfer between accounts maintained at the CNIC FFR Div.

concentration bank and the Contractor. To accomplish this, the Contractor shall provide a Demand Deposit Account (DDA) into which all debits and credits processed by safekeeping will be handled. The DDA will allow CNIC FFR Div. to move money to and from its concentration bank by a single daily transaction. The Contractor shall provide access to a balance reporting system that provides daily account detail.

The Contractor shall confidentially maintain all of CNIC FFR Div.’s portfolio information and not allow said information of any type to pass to unauthorized parties without the written consent of the Contracting Officer’s Representative (See Part I, Section G, Paragraph G-3). Unauthorized parties include any person(s) not directly involved in maintaining CNIC FFR Div.’s safekeeping account on a regular basis (e.g. salespersons or brokers employed, or otherwise, by the contractor).

C-5 BACKGROUND.

The CNIC Fleet and Family Readiness (F&FR) Service Center (SC) operates a centralized cash and investment program for Navy Fleet and Family Readiness programs worldwide. The primary goals of the program are minimizing temporarily idle cash, earning a competitive return on funds invested, and providing an efficient cash management system. CNIC FFR Div. provides investment and cash management services to the following organizations: Navy Morale, Welfare and Recreation, Navy Gateway Inns and Suites, Fisher Houses, Civilian MWR, the New Sanno Hotel, US Naval Academy Midshipmen’s Welfare Fund, Business Services Division, and Candidate Guidance Fund, Armed Forces Retirement Homes and the Office of the Secretary of Defense Quality of Life Fund. An integral service provided by CNIC FFR Div. for base-level FFR Funds is a centralized treasury management system, including a centralized investment program. Currently the CNIC FFR Div.’s investment portfolio has assets of approximately $1 billion, invested in securities either insured or guaranteed by the U. S.

Government. Approximately $450 million dollars of security balances will be safekept under this contract.

C-6 CONTRACTOR REQUIREMENTS.

1. The Contractor shall provide the following services daily:

a. A secure website whereby CNIC FFR Div. can have access to all pertinent bank information including the following (where applicable).

b. Debit and credit memos for all transactions involving the account. These daily advices must be provided through an electronic data information system and either on paper, or through the mail..

c. A means by which CNIC FFR Div. can notify the bank of trade settlements that can electronic and by fax or telephone.

d. A point of contact that is able to respond the same day to inquire on transactions. This person must be able to provide by electronic and fax, information pertaining to settlements, interest payments, paydowns of principal on mortgage backed securities the day of the inquiry.

e. Advance notification of Federal Agency calls of securities held by CNIC FFR Div. over the secure website mentioned above as soon as data is available to Contractor.

f. Notification of any fails of trades confirmed to the bank as soon as data is available to

Contractor.

g. Electronic and/or telephone notification of any discrepancies in security presentments prior to

Don’t Know (DK) of trade.

h. Credit CNIC, FFR Div. with collected funds received through sells, interest payments or principal paydowns same day.

i. Balance reporting information on DDA with the Contractor.

j. Wire transfer services to move money from Contractor’s DDA to CNIC Concentration Account.

k. Seamless integration of DDA and safekeeping accounts.

l. A recap report of all transactions processed through the safekeeping account.

m. An asset listing providing, as a minimum, par amount, coupon, security description, maturity, Committee Uniform Security Identification Procedure (CUSIP), date purchased, remaining principal and factor and market value.

i. Listing should be available in Microsoft Excel format.

2. The Contractor shall provide the following services or reports monthly:

An analysis statement that provides an itemized listing of all services provided by the bank and the associated service fees. This statement will serve as an invoice and will be reviewed by CNIC FFR Div. prior to payment.

3. The Contractor shall provide the following services or reports upon request:

Confirmation of security holdings and market values for auditors.

4. The following are optional services the contractor may provide:

Security pricing and other portfolio analysis that may assist CNIC FFR Div. in efficiently managing its assets.

C-7 AUTHORIZED AGENTS OF CNIC, FFR DIV.

1. Individuals in the following positions at CNIC FFR Div. can provide authorization to the Contractor to purchase or sell securities.

a. Head, Financial Management Branch

b. Head, Treasury Management Section

c. Treasury Analyst

d. Investment Administrator

e. Supervisor, Local Banking

f. Other expressly authorized individuals (as authorized by any one of the above mentioned positions)

2. Individuals in the following positions at CNIC FFR Div. are authorized to move funds from the Contractor DDA to CNIC FFR Central Fund Account.

a. Head, Financial Management Branch

b. Head, Treasury Management Section

c. Treasury Analyst

d. Supervisor, Local Banking

e. Investment Administrator

f. Other expressly authorized individuals (as authorized by any one of the above mentioned positions).

Upon award the successful offeror will be provided with the names of the above listed individuals.

(END OF SECTION C)

PART I, SECTION E – INSPECTION AND ACCEPTANCE

Unless otherwise provided herein, inspection shall be made after receipt of the supplies/equipment by the ordering activity, or after completion of services by the Contractor. Inspection and acceptance shall not be conclusive, with respect to latent defects or fraud, or with respect to the NAFIs rights under the Proof of Shipment provisions contained herein. In case any supplies/equipment or services are defective in material or workmanship, or are otherwise not in conformity with the requirements of this contract, the NAFI shall have the right to reject such supplies or services, or to require replacement or correction.

Rejected supplies/equipment shall be removed by and at the expense of the Contractor promptly after notice. If required by the NAFI, the Contractor, after notice of defect or non-conformance, shall, in a timely manner, correct or replace the defective or non-conforming supplies/equipment or services, or any part thereof. When such correction or replacement requires transportation of the supplies/equipment or part thereof, all shipping costs to and from the Contractor’s plant or place of business shall be borne by the Contractor.

(END OF SECTION E)

PART I, SECTION F – DELIVERIES

Any requested deliveries shall be handled IAW the Statement of Work as described above, Section C.

1. The Contractor shall provide the following services or reports monthly:

An analysis statement that provides an itemized listing of all services provided by the bank and the associated service fees. This statement will serve as an invoice and will be reviewed by CNIC FFR Div. prior to payment.

2. The Contractor shall provide the following services or reports upon request:

Confirmation of security holdings and market values for auditors.

3. The following are optional services the contractor may provide:

Security pricing and other portfolio analysis that may assist CNIC FFR Div. in efficiently managing its assets.

(END OF SECTION F)

PART I, SECTION G – CONTRACT ADMINISTRATION

Submit invoices to:

CNIC MILLINGTON (N948)

5720 Integrity Drive Millington, TN 38055-6510 ATT: Matthew Keathley (901) 874-6557

INVOICES. An invoice is a written request for payment under the contract for supplies/equipment delivered or for services rendered. In order to be proper, an invoice should include (and in order to support the payment of interest penalties) must include the following:

a. Invoice date;

b. Name of Contractor;

c. Contract number (include order number, if any) contract description of supplies or services, quantity, contract unit of measure and unit price and extended total;

d. Shipment number and date of shipment;

e. Name and address to which payment is to be sent (name must be the same as that in the contract or on a proper notice of assignment);

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

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

Invoices shall be prepared and submitted in duplicate (one copy shall be marked “Original”) unless otherwise specified.

(END OF SECTION G)

PART I, SECTION H – SPECIAL CONTRACT REQUIREMENTS

H-1. CONTINUITY OF SERVICES

(a) The Contractor recognizes that the services under this contract are vital to CNIC FFR Div. and must be continued without interruption and that, upon contract expiration, a successor, either CNIC FFR Div. or another contractor, may continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer's written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required.

The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer's approval.

The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

H-2. PROTECTION OF PERSONAL IDENTIFIABLE INFORMATION

The On-Line program offered must adhere to Department of Defense (DoD) mandates and best practices for securing and safeguarding Personally Identifiable Information (PII). PII policies are outlined in OMB-M-06-16 and are available from:

www.whitehouse.gov/omb/memoranda/fy2006/m06-16.pdf ; OMB-M-06-19 is available from:

www.whitehouse.gov/omb/memoranda/fy2006/m06-19.pdf; and DOD instruction 8500.2. , which is available from: www.dtic.mil/whs/directives/corres/pdf850002p.pfd .

These mandates and best practices are included in the SECNAV Instruction 5211.5E or CNIC Instruction 5211.1 and are available from: http://doni.daps.dla.mil/Directives/ .../5211.5e, or review in the Department of the Navy Personally Identifiable Information (PII) training module at www.dcnc10.navy.mil/productsaspx.

The Online system is to include servers that must comply with DoDI 8500.2 which is available from:

http://www.dtic.mil/whs/directives/corres/pdf/850002p.pdf .

With these responsibilities contractors should ensure that their employees:

Safeguard DON information to which their employees have access at all times.

Obtain DON management's written approval prior to taking any DON sensitive information away from the office. The DON manager's approval must identify the business necessity for removing such information from the DON facility.

H-3. PRIVACY ACT NOTIFICATION

The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations. Violations of the Act may involve the imposition of criminal penalties.

H-4. PRIVACY ACT

(a) The Contractor agrees to-

(1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies-

(i) The systems of records; and

(ii) The design, development, or operation work that the contractor is to perform;

(2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the redesign, development, or operation of a system of records on individuals that is subject to the Act; and

(3) Include this clause, including this subparagraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records.

(b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor is considered to be an employee of the agency.

(c) (1) “Operation of a system of records,” as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.

(2) “Record,” as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person’s name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph.

(3) “System of records on individuals,” as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

(END OF SECTION H)

PART II, SECTION I: CONTRACT CLAUSES

NONAPPROPRIATED FUND CONTRACT CLAUSES APPLY TO THIS CONTRACT AND ARE

AVAILABLE AT: http://www.mwr.navy.mil/mwrprgms/facacq.htm SCROLL TO Other Sample Documents and click on NAF Contract Clauses.

NONAPPROPIATED FUND CONTRACT CLAUSES

TABLE OF CONTENTS

CLAUSES MADE INAPPLICABLE BY THE TYPE OF ORDER OR CONTRACT ARE SELF-

DELETING.

1. DEFINITIONS

2. ADVERTISEMENTS

3. ASSIGNMENT

4. COMMERCIAL WARRANTY

5. DISCOUNTS FOR PROMPT PAYMENT

6. DISPUTES

7. EXAMINATION OF RECORDS

8. GRATUITIES

9. HOLD AND SAVE HARMLESS

10. INSPECTION

11. INSURANCE

12. INVOICES

13. LAW GOVERNING CONTRACTS

14. LEGAL STATUS

15. MODIFICATIONS

16. ORDER OF PRECEDENCE

17. PAYMENTS

18. PROOF OF SHIPMENT

19. TAXES

20. TERMINATION FOR CONVENIENCE

21. TERMINATION FOR DEFAULT

22. VARIATION IN QUANTITY

23. PROTESTS

(Incorporated by Reference)

24. COVENANT AGAINST CONTINGENT FEES

25. WALSH-HEALEY PUBLIC CONTRACTS ACT

26. EQUAL OPPORTUNITY

27. AFFIRMATIVE ACTION – VETERANS

28. AFFIRMATIVE ACTION – HANDICAPPED WORKERS

29. EMPLOYMENT REPORTS – VETERAN

30. RESTRICTIONS ON CERTAIN FOREIGN PURCHASES

31. EXTRAS

32. CHANGES - FIXED PRICE

33. CONTRACTOR INSPECTOR REQUIREMENTS

34. RESPONSIBILITY FOR SUPPLIES

35. CLEARANCE AND DOCUMENT – SHIPMENTS

36. CONVICT LABOR

37. CONTRACT WORK HOURS & SAFETY STANDARDS ACT

38. SERVICE CONTRACT ACT OF 1965 (AS AMENDED)

39. INSPECTION OF SERVICES – FIXED PRICE

PART II, SECTION I

NONAPPROPRIATED FUND CONTRACT CLAUSES

1. Definitions. As used throughout this contract, the following terms and abbreviations have the meaning set forth below:

a. The term “Contract” means this agreement or order and any modifications hereto.

b. The abbreviation “NAFI” means Nonappropriated Fund Instrumentality of the United States Government.

c. The term “Contracting Officer” means the person executing or responsible for administering this contract on behalf of the NAFI which is a party hereto, or his successor or successors.

d. The term “Contractor” means the party responsible for providing supplies/equipment and/or services at a certain price or rate to the NAFI under this contract.

e. The term “Contracting Officer’s Representative” (COR) means a person appointed by the contracting officer to monitor performance and act as a liaison between the contractor and the contracting officer.

2. Advertisements. The contractor agrees that none of its, nor its agent’s, advertisements to include publications, merchandise, promotions, coupons, sweepstakes, contests, sales brochures, etc., shall state, infer, or imply that the contractor’s products or services are approved, promoted, or endorsed by the NAFI. Any advertisement, including cents off coupons, which refers to a NAFI will contain a statement that the advertisement is neither paid for nor sponsored, in whole or in part, by that particular activity.

3. Assignment. A contractor may not assign their rights or delegate their obligations under this contract without prior written consent of the contracting officer.

4. Commercial Warranty. The contractor agrees that the supplies/equipment or services furnished under this contract shall be covered by the most favorable commercial warranties the contractor gives to any customer for such supplies/equipment or services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the NAFI by any other clause of this contract. The printed terms and conditions of such warranty will be provided to the NAFI with the delivery of any supplies/equipment or services covered.

5. Discounts for Prompt Payment. In connection with any prompt payment discount offered, time will be computed from the date of the contractor’s invoice. Payment is deemed to have been made as of the date on the payment check or date on which electronic funds transfer is made.

6. Disputes. Except as otherwise provided in this contract, any dispute or claim concerning this contract, which is not disposed of by agreement, shall be decided by the contracting officer, who shall state their decision in writing, and mail or otherwise furnish a copy of it to the contractor. Within 90 days from date of receipt of such copy, the contractor may appeal by mailing or otherwise furnishing to the contracting officer a written appeal addressed to the immediate superior in Command (ISIC) of the Command one level above the contracting officer's Command. The decision of this authority shall be final and conclusive. If no such appeal is filed, the decision of the contracting officer shall be final and conclusive. The contractor shall be afforded an opportunity to be heard and to offer evidence in support of any appeal under this clause. Pending final decision on such a dispute, the contractor shall proceed diligently with the performance of the contract and according to the decision of the contracting officer, unless directed to do otherwise by the contracting officer.

7. Examination of Records

a. The clause is applicable if the amount of this contract exceeds $10,000 and the contract was entered into by means of negotiation. The contractor agrees that the contracting officer or their duly authorized representative shall have the right to examine and audit the books and records of the contractor directly pertaining to the contract during the period of the contract and up to 3 years after contract expiration date and final payment.

b. The contractor agrees to include the clause in paragraph 7a above in all subcontracts there-under which exceed $10,000.

8. Gratuities

a. The NAFI may, by written notice to the contractor, terminate the right of the contractor to proceed under this contract if it is found, after notice and hearing by the Contracting Officer that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the contractor, or any agent or representative of the contractor, to any officer or employee of the government or the NAFI with a view toward securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract. The Contracting Officer must coordinate with and receive approval from N94 on all matters arising under this section.

b. In the event this contract is terminated as provided in paragraph 8a above, the NAFI shall be entitled (1) to pursue the same remedies against the contractor as it would pursue in the event of a breach of contract by the contractor, and (2) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Contracting Officer, which shall not be less than three nor more than ten times the cost incurred by the contractor in providing any such gratuities to any such officer or employee.

c. The rights and remedies of the NAFI provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

9. Hold and Save Harmless. The contractor shall indemnify, save harmless, and defend the NAFI, its outlets, and customers from any liability, claimed or established, for violation or infringement of any patent, copyright, or trademark right asserted by any third party with respect to goods hereby ordered or any part thereof. Contractor further agrees to hold the NAFI harmless from all claims or judgments for damages resulting from the use of products listed in this contract, except for such claims or damages caused by or resulting from negligence of NAFI customers, employees, agents, or representatives. Also, the contractor shall at all times hold and save harmless the NAFI, its agents, representatives, and employees from any and all suits and expenses which arise out of acts or omissions of the contractor, its agents, representatives, or employees.

10. Inspection. Unless otherwise provided herein, inspection shall be made after receipt of the supplies/equipment by the ordering activity, or after completion of services by the contractor.

Inspection and acceptance shall not be conclusive, with respect to latent defects or fraud, or with respect to the NAFI’s rights under the proof of shipment provisions contained herein. In case any supplies/equipment or services are defective in material or workmanship, or are otherwise not in conformity with the requirements of this contract, the NAFI shall have the right to reject such supplies or services, or to require replacement or correction. Rejected supplies/equipment shall be removed by and at the expense of the contractor promptly after notice. If required by the NAFI, the contractor, after notice of defect or non-conformance, shall, in a timely manner, correct or replace the defective or non-conforming supplies/equipment or services, or any part thereof. When such correction or replacement requires transportation of the supplies/equipment or part thereof, all shipping costs to and from the contractor’s plant or place of business shall be borne by the contractor.

11. Insurance

a. The contractor shall, at their expense, procure and maintain, during the entire performance period of this contract, insurance of at least the kinds and minimum amount set forth herein.

b. At all times during performance, the contractor shall maintain with the contracting officer a current certificate of insurance showing at least the insurance required herein, and providing 30 days written notice to the contracting officer by the insurance company prior to cancellation or material change in policy coverage.

c. The contractor shall also require all first-tier subcontractors, who will perform work on a government installation, to procure and maintain the insurance required herein during the entire period of their performance. The contractor shall furnish (or assure that it has been furnished) to the contracting officer a current certificate of insurance meeting the requirements of paragraph 11b above, for each such first-tier subcontractor, at least 5 days prior to entry of each such subcontractor’s personnel on the installation.

d. In implementation of the insurance clause above, the contractor shall procure and maintain:

(1) Worker’s compensation as prescribed by the laws of the State in which the work will be performed and employer’s liability insurance.

(2) General liability insurance wherein the NAFI and the United States are included as named insured, stating that such insurance is primary (secondary to or contributory with no other insurance). Policy limits of $1,000,000 per person - $1,000,000 per occurrence for injury or death, and $1,000,000 property damage per occurrence are required.

(3) The contractor is responsible for damage or loss to his/her owned or leased equipment. Claims will be honored only if it can be shown that the NAFI was negligent and caused damage or loss to the contractor’s equipment.

12. Invoices. An invoice is a written request for payment under the contract for supplies/equipment delivered or for services rendered. In order to be proper, an invoice must include (and in order to support the payment of interest penalties) the following:

a. Invoice date;

b. Name of contractor;

c. Contract number (include order number, if any), contract description of supplies or services, quantity, contract unit of measure, unit price, and extended total;

d. Shipment number and date of shipment;

e. Name and address to which payment is to be sent (name must be the same as that in the contract or on a proper notice of assignment);

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

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

Invoices shall be prepared and submitted in duplicate (one copy shall be marked “Original”) unless otherwise specified.

13. Law Governing Contracts. In any dispute arising out of this contract, the decision of which requires consideration of law questions, the rights and obligations of the parties shall be interpreted and determined according to the substantive and procedural laws of the United States of America.

14. Legal Status. The NAFI is an integral part of the Department of Defense and is an instrumentality of the United States Government. NAFI contracts are United States Government contracts; however, they do not obligate appropriated funds of the United States. NO APPROPRIATED FUNDS OF THE

UNITED STATES SHALL BECOME DUE OR BE PAID A CONTRACTOR BY REASON OF THIS

CONTRACT.

15. Modifications. No agreement or understanding to modify this contract will be binding upon the NAFI unless it is made in writing and signed by a contracting officer from the office that issued the contract or its successor.

16. Order of Precedence. In the event of an inconsistency between provisions of this solicitation/ contract, the inconsistency shall be resolved by giving precedence in the following order: (1) description of the supplies/equipment or services and prices/costs; (2) description/specifications/work statement; (3) special contract requirements; (4) contract clauses; (5) other provisions of the solicitation/ award; and (6) any portion of the contractor’s bid or proposal that has been incorporated by reference and made a part of the contract.

17. Payments. Payment of prices stated in this contract will be made according to the Prompt Payment Act, as amended. Unless otherwise specified, payment will be made on partial deliveries accepted by the NAFI when the amount due on such deliveries so warrants. Payment is deemed to have been made as of the date on the payment check or date on which electronic funds transfer is made.

18. Proof of Shipment. (Applicable to shipments outside the United States through the Defense Transportation System (DTS) and parcel post shipments to overseas destinations.) Except as otherwise provided in this contract, payment will be made for items not yet received upon receipt of an invoice accompanied by proof of delivery to a postal system or common carrier if delivery is FOB point of origin. For deliveries FOB destination named port of debarkation, the invoice must be accompanied by a signed receipt by a government representative at the named port.

19. Taxes. The prices herein reflect full reduction for taxes that are non-applicable. In addition to the exemption from federal excise taxes by virtue of exportation, all tangible personal property sold to NAFIs for resale are exempt from sales and use taxes. All sales other than for resale depend on state law or federal constitutional immunity for exemption from state sales and use taxes.

20. Termination for Convenience. The contracting officer, by written notice, may terminate this contract, in whole or in part when it is in the best interest of the NAFI. If this contract is for supplies/equipment and is so terminated, the contractor shall be compensated according to FAR subparts

49.1 and 49.2 in effect on the date of this contract award. To the extent that this contract is for services and is so terminated, the NAFI shall be liable only for payment according to the payment provisions of this contract for services rendered prior to the effective date of termination, providing there are no contractor claims covering non-recurring costs for capital investment. If there are any such contractor claims, they shall be settled according to FAR subparts 49.1 and 49.2.

21. Termination for Default. The contracting officer, by written notice, may terminate this contract in whole or in part for failure of the contractor to perform any of the provisions hereof. In such event, the contractor shall be liable for damages including the excess cost of re-procuring similar supplies/equipment or services; provided that, if (1) it is determined for any reason that the contractor was not in default or (2) the contractor’s failure to perform is without the contractor’s or subcontractor’s control, fault, or negligence, the termination must be deemed to be a termination for convenience. As used in this provision, the term “subcontractor” means subcontractor at any tier.

22. Variation in Quantity. No variation in quantity of any item listed in the order/contract will be accepted unless authorized by the contracting officer.

23. Protests. Offerors are encouraged to resolve any complaints or issues they may have with the contracting officer in an informal manner. However, where an offeror is not satisfied with an award decision of the contracting officer, that offeror may file a written protest with the contracting officer and the contracting officer will issue a final decision on the protest. Any interested party who is dissatisfied by the contracting officer’s final decision on the protest may file a written appeal with CNIC. The procedures for filing protests may be found in chapter 2, paragraph 223. A copy of paragraph 223 will be provided to any offeror by the contracting officer upon request.

CLAUSES INCORPORATED BY REFERENCE

The provisions of the following clauses set forth in the Federal Acquisition Regulation (FAR) are hereby incorporated into this order or contract by reference with the same force and effect as if they were given in full text. As used in the following clause, the term “Government” is deleted and the abbreviation “NAFI” is substituted in lieu thereof. The date of each clause shall be the current date set forth in the FAR at the time of issuance of an order or contract award. Clauses made inapplicable by the reference or by the type or order or contract (e.g., order or contracts for services instead of supplies/equipment) are self-deleting. Upon request, the contracting officer will provide the full text.

CLAUSE NO. REFERENCE CLAUSE TITLE

24 52.203-5 Covenant Against Contingent Fees (Contracts over $150,000)

25 52.222-20 Walsh-Healey Public Contracts Act (Supply Contracts in Excess of $15,000) (not with foreign contractors)

26 52.222.26 Equal Opportunity (Supply and Service Contracts over $10,000)

27 52.222.35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Supplies and Services over $100,000)

28 52.222-36 Affirmative Action for Workers with Disabilities (Supplies And Services Contracts Over $15,000)

29 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of The Vietnam Era, and Other Eligible Veterans (Supplies and Service Contracts over $10,000)

ADDITIONAL NONAPPROPRIATED FUND CONTRACT

CLAUSES FOR SERVICES

30 52.225-13 Restrictions on Certain Foreign Purchases

31 52-232-11 Extras

32 52.243-1 Changes–Fixed Price (with ALT I through IV)

33 52.246-1 Contractor Inspection Requirements

34 52.246-16 Responsibility for Supplies

35 52.247-52 Clearance and Documentation Requirements-Shipments to DOD Air or Water Terminal Trans-shipment Points

36 52.222-3 Convict Labor (Contracts over $2,500)

37 52.222-4 Contract Work Hours and Safety Standards Act- Overtime Compensation –General (Contracts over $150,000)

38 52.222-41 Service Contract Act of 1965, as amended (Contracts over $2,500)

39 52.246-4 Inspection of Services – Fixed Price

SUPPLEMENTAL CLAUSES

1. Option to Extend

a. The contracting officer shall advise the contractor in writing at least 60 calendar days before the contract period expires of the NAFI’s desire to extend the period of the contract for up to an additional

(6) six months. If the NAFI exercises this option, the extended contract shall be considered to include this option provision.

b. The total duration of this contract, including any extension pursuant to the option exercised under this clause, shall not exceed 5 years from the date of the original contract.

(END OF SECTION I)

PART I SECTION J – List of Attachments

1) 1. Past Performance Questionnaire

(Attachment 1) Past Performance Questionnaire

Contract Performance Customer Questionnaire

1. Please complete this questionnaire. Handwritten responses are sufficient. If you need more space than that provided, please attach additional pages or write on the back. Responses will be treated as source selection sensitive information and will be sent directly to the Contract Specialist. This information is not to be released to the offeror. Completed questionnaires may be emailed to:

CNIC Millington, ATTN: John Wolfslau, Contract Specialist 5720 Integrity Drive Millington, TN 38055 Phone: Commercial (901) 874-6902

Email: john.wolfslau@navy.mil

2. Please complete the following identifying information for company or agency completing this form:

Agency/Company: ____________________

Point of Contact: ____________________

Phone Number: ____________________

Fax Number: ____________________

E-mail address: ____________________

3. The following company provide your activity as a past performance reference. Please complete the remaining information about the company:

Company Name _____________________

POC Name _____________________

Period of Performance _____________________

Course Provided _____________________

4. Explanation of codes:

(Attachment 1) PAST PERFORMANCE RATING GUIDELINES

Summarize Contractor Performance in each of the rating areas. Assign each area a rating of Unsatisfactory, Poor, Fair, Good, Excellent. Use the following instructions as guidance in making these evaluations. Note: There is no corresponding guidance for “Customer Satisfaction”. Please use the comments area on the preceding form to justify the rating given “Customer Satisfaction.”

[See in Section L (L-2.b)and Section M (M-1) for past performance instructions.]

N/A NOT APPLICABLE - Unable to provide a score. Performance in this area not applicable to effort assessed.

Ratings Quality of Work/

Personnel/Service Business Relations Timeliness of

Performance Customer Satisfaction

-Compliance w/contract requirements -Accuracy of reports -Appropriateness of personnel -Technical excellence

-Relationship between Contractor and vendor/ Business contacts -Change orders issued

-Met interim milestones -Reliable -Responsive to technical direction -Completed on time

-Effective Mgmt -Businesslike correspondence -Responsive to contract reqmnts -Prompt notification of problems -Reasonable/ cooperative -Flexible -Pro-active -Effective SB/SDB Subcontract Program

Unsatisfactory Nonconformances are comprising the achievement of contract reqmnts

Relationship between Contractor and vendor/ Business contacts -Change orders issued are comprising performance

Delays are compromising achievement of contract reqmts

Response is not effective

Poor Nonconformances require major agency resources to ensure achievement of contract reqmnts

Relationship between Contractor and vendor/ Business contacts -Change orders issued require major agency resources to ensure achievement of contract reqmnts

Delays require major agency resources to ensure achievement of contract reqmnts

Response is marginally effective

Fair Nonconformances require minor agency resources to ensure achievement of contract reqmnts

Cost issues require minor agency resources to ensure achievement of contract reqmnts

Delays…