HE125426DE027 Award.pdf

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Okinawa Total Maintenance Contract - Amendment 0003
Solicitation number
HE125426DE0027
Issued by

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Contract Summary: Okinawa Total Maintenance Contract (TMC)

This is a solicitation and contract document for the Okinawa Total Maintenance Contract (HE125426DE027), issued by the Department of Defense Education Activity (DoDEA) to American Engineering Corporation for facility operations and maintenance services at DoDEA schools and administrative facilities in Okinawa, Japan. The contract is an indefinite-quantity, time-and-materials arrangement with a firm fixed-price component for recurring services, effective from November 1, 2026, through October 31, 2031, with four one-year option periods and a six-month extension option. The contract minimum is 7,522,075 Japanese Yen and the maximum is 2,482,284,750 Yen. Pricing is structured in four recurring service categories: Facility Operation and Maintenance Program (12 months, JPY 20,161,000 monthly), Heating, Ventilation, and Air Conditioning Maintenance (12 months, JPY 17,199,000 monthly), Sports Fields, Playgrounds, and Grounds Maintenance subdivided into three line items (JPY 7,446,000, JPY 2,133,000, and JPY 12,117,000 respectively), and Non-Routine Work Requests on a time-and-materials basis with a $3,300,000 maximum per order. The contract includes a transition-in phase and transition-out option, with corresponding pricing for each option period through 2031.

The solicitation specifies this is a women-owned small business (WOSB) set-aside with unrestricted competition. Inspection and acceptance occurs at the DoDEA Central Warehouse in Kadena, Japan, with contact point William Keenan. Contract administration is handled by Contracting Officer Duke Santos and Contract Specialist Emani Gray from DoDEA Procurement Division in Alexandria, Virginia. The contract incorporates numerous FAR and DFARS clauses addressing payment procedures via Wide Area WorkFlow (WAWF), tax relief for 10% consumption tax, antiterrorism/force protection compliance, and employment restrictions requiring Japanese residents for Japan-based work. All invoices must be submitted electronically through WAWF with documentation routed to specified DoDAACs for payment processing. The contract is governed by firm fixed-price arrangements for routine services and time-and-materials pricing for non-routine work, with labor billed at awarded rates and materials reimbursed at actual cost.

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WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NUMBER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

Solicitation/Contract Form Okinawa Total Maintenance Contract (TMC)

HE125426DE027

Supplies or Services & Prices or Costs Additional Information/Notes

Total Contract Minimum: 7,522,075 Yen Maximum: 2,482,284,750 Yen

Item Supplies / Services Estimated Quantity

Unit Unit Price Amount

Facility Operation and Maintenance Program Recurring facilities maintenance, inspection and repairs to be performed in accordance with section 2.1 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 20,161,000

Firm Price

JPY 241,932,000

Heating, Ventilating and Air Conditioning (HVAC) Maintenance Recurring HVAC maintenance, inspection, and repairs to be performed in accordance with section 2.2 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 17,199,000

Firm Price

JPY 206,388,000

Sports Fields, Playgrounds, and Grounds Maintenance

0003AA

Sports Fields Recurring Sports Fields inspection, and repairs to be performed in accordance with section 2.3 of the

PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 7,446,000

Firm Price

JPY 89,352,000

0003AB

Playgrounds Recurring Playgrounds Maintenance, inspection, and repairs to be performed in accordance with section 2.3.7 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 2,133,000

Firm Price

JPY 25,596,000

0003AC

Grounds Maintenance Recurring Grounds Maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 12,117,000

Firm Price

JPY 145,404,000

Non-Routine Work Requests:

This CLIN covers all non-routine work requests and emergency services in accordance with the Ordering Procedures set forth in PWS Section 2.4. Non-routine work requests at or below $15,000 may be funded and authorized by the Contracting Officer's Representative (COR), in accordance

Allowed Per Order Minimum: USD 1.00 Maximum: USD 3,300,000.00 with the Ordering Procedures in section 2.4.1.1 of the PWS.

Non-routine work requests exceeding $15,000 shall be submitted to the Contracting Officer for approval and issued by the Contracting Officer via a Task Order.

Labor shall be billed in accordance with the Awarded Labor Categories and Rates contained in Section B.

Product Service Code: Z1CA Pricing Arrangement: Time and Materials

400 Job Not to Exceed

Transition-In In accordance with section 2.6.5 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

1 Each

Option Line Item

Option Period 1 Facility Operation and Maintenance Program Recurring facilities maintenance, inspection and repairs to be performed in accordance with section 2.1 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 20,317,000

Firm Price

JPY 243,804,000

Option Line Item

Option Period 1 Heating, Ventilating and Air Conditioning (HVAC) Maintenance Recurring HVAC maintenance, inspection, and repairs to be performed in accordance with section 2.2 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 17,931,000

Firm Price

JPY 215,172,000

Option Line Item

Option Period 1 Sports Fields, Playgrounds, and Grounds Maintenance

Option Line Item

1003AA

Option Period 1 Sports Fields Recurring Sports Fields maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the

PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 7,595,000

Firm Price

JPY 91,140,000

Option Line Item

1003AB

Option Period 1 Playgrounds Recurring Playgrounds Maintenance, inspection, and repairs to be performed in accordance with section 2.3.7 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 2,176,000

Firm Price

JPY 26,112,000

Option Line Item

1003AC

Option Period 1 Grounds Maintenance Recurring Grounds maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the PWS.

12 Months JPY 12,360,000

Firm Price

JPY 148,320,000

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

Option Line Item

Option Period 1 Non-Routine Work Requests:

This CLIN covers all non-routine work requests and emergency services in accordance with the Ordering Procedures set forth in PWS Section 2.4. Non-routine work requests at or below $15,000 may be funded and authorized by the Contracting Officer's Representative (COR), in accordance with the Ordering Procedures in section 2.4.1.1 of the PWS.

Non-routine work requests exceeding $15,000 shall be submitted to the Contracting Officer for approval and issued by the Contracting Officer via a Task Order.

Labor shall be billed in accordance with the Awarded Labor Categories and Rates contained in Section B.

Product Service Code: Z1CA Pricing Arrangement: Time and Materials

400 Job Not to Exceed

Allowed Per Order Minimum: USD 1.00 Maximum: USD 3,300,000.00

Option Line Item

Option Period 2 Facility Operation and Maintenance Program Recurring facilities maintenance, inspection and repairs to be performed in accordance with section 2.1 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 20,723,000

Firm Price

JPY 248,676,000

Option Line Item

Option Period 2 Heating, Ventilating and Air Conditioning (HVAC) Maintenance Recurring HVAC maintenance, inspection, and repairs to be performed in accordance with section 2.2 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 20,178,000

Firm Price

JPY 242,136,000

Option Line Item

Option Period 2 Sports Fields, Playgrounds, and Grounds Maintenance

Option Line Item

2003AA

Option Period 2 Sports Fields Recurring Sports Fields maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the

PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 7,747,000

Firm Price

JPY 92,964,000

Option Line Item

2003AB

Option Period 2 Playgrounds Recurring Playgrounds Maintenance, inspection, and repairs to be performed in accordance with section 2.3.7 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 2,219,000

Firm Price

JPY 26,628,000

Option Line Item

2003AC

Option Period 2 Grounds Maintenance Recurring Grounds maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 12,607,000

Firm Price

JPY 151,284,000

Option Line Item

Option Period 2 Non-Routine Work Requests:

This CLIN covers all non-routine work requests and emergency services in accordance with the Ordering Procedures set forth in PWS Section 2.4. Non-routine work requests at or below $15,000 may be funded and authorized by the Contracting Officer's Representative (COR), in accordance with the Ordering Procedures in section 2.4.1.1 of the PWS.

Non-routine work requests exceeding $15,000 shall be submitted to the Contracting Officer for approval and issued by the Contracting Officer via a Task Order.

Labor shall be billed in accordance with the Awarded Labor Categories and Rates contained in Section B.

Product Service Code: Z1CA Pricing Arrangement: Time and Materials

400 Job Not to Exceed

Allowed Per Order Minimum: USD 1.00 Maximum: USD 3,300,000.00

Option Line Item

Option Period 3 Facility Operation and Maintenance Program Recurring facilities maintenance, inspection and repairs to be performed in accordance with section 2.1 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 21,138,000

Firm Price

JPY 253,656,000

Option Line Item

Option Period 3 Heating, Ventilating and Air Conditioning (HVAC) Maintenance Recurring HVAC maintenance, inspection, and repairs to be performed in accordance with section 2.2 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 18,133,000

Firm Price

JPY 217,596,000

Option Line Item

Option Period 3 Sports Fields, Playgrounds, and Grounds Maintenance

Option Line Item

3003AA

Option Period 3 Sports Fields Recurring Sports Fields maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the

PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 7,902,000

Firm Price

JPY 94,824,000

Option Period 3 Playgrounds

3003AB

Recurring Playgrounds Maintenance, inspection, and repairs to be performed in accordance with section 2.3.7 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 2,264,000 Firm Price

JPY 27,168,000

Option Line Item

3003AC

Option Period 3 Grounds Maintenance Recurring Grounds maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 12,859,000

Firm Price

JPY 154,308,000

Option Line Item

Option Period 3 Non-Routine Work Requests:

This CLIN covers all non-routine work requests and emergency services in accordance with the Ordering Procedures set forth in PWS Section 2.4. Non-routine work requests at or below $15,000 may be funded and authorized by the Contracting Officer's Representative (COR), in accordance with the Ordering Procedures in section 2.4.1.1 of the PWS.

Non-routine work requests exceeding $15,000 shall be submitted to the Contracting Officer for approval and issued by the Contracting Officer via a Task Order.

Labor shall be billed in accordance with the Awarded Labor Categories and Rates contained in Section B.

Product Service Code: Z1CA Pricing Arrangement: Time and Materials

400 Job Not to Exceed

Allowed Per Order Minimum: USD 1.00 Maximum: USD 3,300,000.00

Option Line Item

Option Period 4 Facility Operation and Maintenance Program Recurring facilities maintenance, inspection and repairs to be performed in accordance with section 2.1 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 21,560,000

Firm Price

JPY 258,720,000

Option Line Item

Option Period 4 Heating, Ventilating and Air Conditioning (HVAC) Maintenance Recurring HVAC maintenance, inspection, and repairs to be performed in accordance with section 2.2 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 18,482,000

Firm Price

JPY 221,784,000

Option Line Item

Option Period 4 Sports Fields, Playgrounds, and Grounds Maintenance

Option Line Item

4003AA

Option Period 4 Sports Fields Recurring Sports Fields maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the 12 Months JPY 8,060,000

Firm Price

JPY 96,720,000

PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

Option Line Item

4003AB

Option Period 4 Playgrounds Recurring Playgrounds Maintenance, inspection, and repairs to be performed in accordance with section 2.3.7 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 2,309,000

Firm Price

JPY 27,708,000

Option Line Item

4003AC

Option Period 4 Grounds Maintenance Recurring Grounds maintenance, inspection, and repairs to be performed in accordance with section 2.3 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

12 Months JPY 13,116,000

Firm Price

JPY 157,392,000

Option Line Item

Option Period 4 Non-Routine Work Requests:

This CLIN covers all non-routine work requests and emergency services in accordance with the Ordering Procedures set forth in PWS Section 2.4. Non-routine work requests at or below $15,000 may be funded and authorized by the Contracting Officer's Representative (COR), in accordance with the Ordering Procedures in section 2.4.1.1 of the PWS.

Non-routine work requests exceeding $15,000 shall be submitted to the Contracting Officer for approval and issued by the Contracting Officer via a Task Order.

Labor shall be billed in accordance with the Awarded Labor Categories and Rates contained in Section B.

Product Service Code: Z1CA Pricing Arrangement: Time and Materials

400 Job Not to Exceed

Allowed Per Order Minimum: USD 1.00 Maximum: USD 3,300,000.00

Option Line Item

Option Period 4 Transition-Out In accordance with section 2.6.5.2 of the PWS.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

1 Each

Option Line Item

52.217-8 Option to Extend Services This Contract Line Item Number (CLIN) is utilized for the sole purpose for the offeror to provide pricing for a six month period of performance in the event Federal Acquisition Regulation (FAR) 52.217-8 has to be implemented.

Product Service Code: Z1CA Pricing Arrangement: Firm Fixed Price

6 Months JPY 63,527,000

Firm Price

JPY 381,162,000

Description/Specifications/Statement of Work

Requirements Okinawa Total Maintenance Contract

DFARS Clauses Incorporated by Full Text

252.222-7000 Restrictions on Employment of Personnel (Mar 2000)

RESTRICTIONS ON EMPLOYMENT OF PERSONNEL (MAR 2000)

(a) The Contractor shall employ, for the purpose of performing that portion of the contract work in , individuals who are residents thereof and who, in Japan the case of any craft or trade, possess or would be able to acquire promptly the necessary skills to perform the contract.

(b) The Contractor shall insert the substance of this clause, including this paragraph (b), in each subcontract awarded under this contract.

(End of clause)

Packaging and Marking

Inspection and Acceptance

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.246-6 Inspection-Time-and-Material and Labor-Hour. May 2001 Overall Contract Inspection/Acceptance Locations

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

0003AA

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

0003AB

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

0003AC

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260

CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

1003AA

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

1003AB

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

1003AC

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Acceptance Location

2001 Acceptance

Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

2003AA

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

2003AB

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

2003AC

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

3003AA

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

3003AB

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260

CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

3003AC

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Acceptance Location

4003AA Acceptance

Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

4003AB

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

4003AC

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

Option Line Item

Acceptance Location

Acceptance Destination Instructions: Inspection and Acceptance at Destination.

DoDAAC: HE1260 CountryCode: JPN

DOD DEPENDENTS SCHOOLS OKINAWA

CENTRAL WAREHOUSE, KADENA AB

KADENA

JAPAN

William Keenan Email: william.keenan@dodea.edu

Deliveries or Performance Overall Contract Delivery Period

Ordering Period From 01 Nov 2026 to 31 Oct 2031

The ordering period above may include unexercised options

Line Item Delivery Schedule Estimated Quantity

Address and POC

12 Months

Period of Performance From 01 Nov 2026 To 31 Oct 2027

12 Months

Period of Performance From 01 Nov 2026 To 31 Oct 2027

0003AA

12 Months

Period of Performance From 01 Nov 2026 To 31 Oct 2027

0003AB

12 Months

Period of Performance From 01 Nov 2026 To 31 Oct 2027

0003AC

12 Months

Period of Performance From 01 Nov 2026 To 31 Oct 2027

400 Job

Period of Performance From 01 Nov 2026 To 31 Oct 2027

1 Each

Period of Performance From 01 Nov 2026 To 01 Dec 2027

12 Months

Period of Performance From 01 Nov 2027 To 31 Oct 2028

Option Line Item

12 Months

Period of Performance From 01 Nov 2027 To 31 Oct 2028

Option Line Item

1003AA

12 Months

Period of Performance From 01 Nov 2027 To 31 Oct 2028

Option Line Item

1003AB

12 Months

Period of Performance From 01 Nov 2027 To 31 Oct 2028

Option Line Item

1003AC

12 Months

Period of Performance From 01 Nov 2027 To 31 Oct 2028

Option Line Item

400 Job

Period of Performance From 01 Nov 2027 To 31 Oct 2028

Option Line Item

12 Months

Period of Performance From 01 Nov 2028 To 31 Oct 2029

Option Line Item

12 Months

Period of Performance From 01 Nov 2028 To 31 Oct 2029

Option Line Item

2003AA

12 Months

Period of Performance From

01 Nov 2028 To 31 Oct 2029

Option Line Item

2003AB

12 Months

Period of Performance From 01 Nov 2028 To 31 Oct 2029

Option Line Item

2003AC

12 Months

Period of Performance From 01 Nov 2028 To 31 Oct 2029

Option Line Item

400 Job

Period of Performance From 01 Nov 2028 To 31 Oct 2029

Option Line Item

12 Months

Period of Performance From 01 Nov 2029 To 31 Oct 2030

Option Line Item

12 Months

Period of Performance From 01 Nov 2029 To 31 Oct 2030

Option Line Item

3003AA

12 Months

Period of Performance From 01 Nov 2029 To 31 Oct 2030

Option Line Item

3003AB

12 Months

Period of Performance From 01 Nov 2029 To 31 Oct 2030

Option Line Item

3003AC

12 Months

Period of Performance From 01 Nov 2029 To 31 Oct 2030

400 Job

3004 Period of Performance

From 01 Nov 2029 To 31 Oct 2030

Option Line Item

12 Months

Period of Performance From 01 Nov 2030 To 31 Oct 2031

Option Line Item

12 Months

Period of Performance From 01 Nov 2030 To 31 Oct 2031

Option Line Item

4003AA

12 Months

Period of Performance From 01 Nov 2030 To 31 Oct 2031

Option Line Item

4003AB

12 Months

Period of Performance From 01 Nov 2030 To 31 Oct 2031

Option Line Item

4003AC

12 Months

Period of Performance From 01 Nov 2030 To 31 Oct 2031

Option Line Item

400 Job

Period of Performance From 01 Nov 2030 To 31 Oct 2031

Option Line Item

1 Each

Period of Performance From 01 Nov 2031 To 01 Dec 2031

Option Line Item

6 Months

Period of Performance From 01 Nov 2031 To 30 Apr 2032

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.247-34 F.o.b. Destination. Nov 1991

Contract Administration Data

ADMINISTRATIVE POINTS OF CONTACT

Contracting Officer: Mr. Duke Santos DoDEA Procurement Division 4800 Mark Center Drive 5th Floor Alexandria, VA 22350-1400 duke.santos@dodea.edu

Contract Specialist: Ms. Emani Gray DoDEA Procurement Division 4800 Mark Center Drive 5th Floor Alexandria, VA 22350-1400 emani.gray@dodea.edu

Contracting Officer's Representative (COR):

Mr. William Keenan william.keenan@dodea.edu

Vendor POC:

Mr. Toby Wisner toby.wisner@aec-japan.co.jp

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.201-7000 Contracting Officer's Representative. Dec 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018 252.232-7008 Assignment of Claims (Overseas). Jun 1997

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Jan 2023)

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) As used in this clause- Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Electronic invoicing.

Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall- WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before WAWF training.

submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol. WAWF methods of document submission.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this WAWF payment instructions.

contract or task or delivery order:

(1) The Contractor shall submit payment requests using the following document type(s): Document type.

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

N/A

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

Invoice 2in1

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial financing, submit a commercial financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

[Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating Document routing.

payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC HQ0747

Issue By DoDAAC HE1254

Admin DoDAAC HE1254

Inspect By DoDAAC HE1260

Service Approver (DoDAAC) HE1260

Service Acceptor (DoDAAC) HE1260

(4) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance Payment request.

with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F. Receiving report.

Contracting Officer: duke.santos@dodea.edu

Contract Specialist: emani.gray@dodea.edu

Contracting Officer's Representative: william.keenan@dodea.edu

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

disa.global.servicedesk.mbxeb-ticket-requests@mail.mil

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

Special Contract Requirements

Contract Clauses

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.202-1 Definitions. Jun 2020 52.203-3 Gratuities. Apr 1984 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements. Jan 2017 52.204-9 Personal Identity Verification of Contractor Personnel. Jan 2011 52.204-13 System for Award Management-Maintenance. (Deviation 2026-O0038) Feb 2026 52.204-19 Incorporation by Reference of Representations and Certifications. Dec 2014 52.208-9 Contractor Use of Mandatory Sources of Supply or Services. May 2014

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (Deviation 2026-O0038)

Feb 2026

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (Deviation 2026- O0038)

Feb 2026

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (Deviation 2026-O0038) Feb 2026

52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (Deviation 2026- O0038)

Feb 2026

52.222-50 Combating Trafficking in Persons. (Deviation 2026-O0038) Feb 2026 52.223-5 Pollution Prevention and Right-to-Know Information. May 2024 52.223-23 Sustainable Products and Services. (DEVIATION 2025-O0004) May 2024 Deviation 2025-O0004 Mar 2025 52.224-3 Privacy Training. Jan 2017 52.225-14 Inconsistency between English Version and Translation of Contract. Feb 2000 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving. May 2024 52.228-3 Workers' Compensation Insurance (Defense Base Act). Jul 2014 52.228-5 Insurance-Work on a Government Installation. Jan 1997 52.229-6 Taxes-Foreign Fixed-Price Contracts. Feb 2013 52.229-12 Tax on Certain Foreign Procurements. Feb 2021 52.232-11 Extras. Apr 1984 52.232-18 Availability of Funds. Apr 1984 52.232-33 Payment by Electronic Funds Transfer-System for Award Management. Oct 2018 52.232-39 Unenforceability of Unauthorized Obligations. Jun 2013 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. Mar 2023 52.233-1 Disputes. May 2014 52.233-3 Protest after Award. (Deviation 2026-O0038) Feb 2026 52.233-4 Applicable Law for Breach of Contract Claim. (Deviation 2026-O0038) Feb 2026 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. Apr 1984 52.240-91 Security Prohibitions and Exclusions. (Deviation 2026-O0038) Feb 2026 52.243-3 Changes-Time-and-Materials or Labor-Hours. (Deviation 2026-O0038) Feb 2026 52.244-6 Subcontracts for Commercial Products and Commercial Services. (Deviation 2026-O0038) Feb 2026 52.245-1 Government Property. Sep 2021

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.203-7000 Requirements Relating to Compensation of Former DoD Officials. Sep 2011 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Dec 2022 252.204-7004 Antiterrorism Awareness Training for Contractors. Jan 2023

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. (DEVIATION

2024-O0013 REVISION 1)

May 2024 Deviation 2024-O0013 May 2024

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services.

Jan 2023

252.204-7020 NIST SP 800-171 DoD Assessment Requirements. Nov 2023 252.205-7000 Provision of Information to Cooperative Agreement Holders. Oct 2024 252.222-7002 Compliance with Local Labor Laws (Overseas). Jun 1997 252.223-7008 Prohibition of Hexavalent Chromium. Jan 2023 252.225-7005 Identification of Expenditures in the United States . Jun 2005 252.225-7012 Preference for Certain Domestic Commodities. Apr 2022 252.225-7040 Contractor Personnel Supporting U.S. Armed Forces Deployed Outside the United States. Aug 2025 252.225-7041 Correspondence in English. Jun 1997 252.225-7048 Export-Controlled Items. Jun 2013 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime. Jan 2023 252.225-7060 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region. Jun 2023

252.225-7967 Prohibition Regarding Russian Fossil Fuel Business Operations (Deviation 2024-O0006, Revision 1)

Feb 2024 Deviation 2024-O0006 Feb 2024

252.225-7972 Prohibition on the Procurement of Foreign-Made Unmanned Aircraft Systems. (DEVIATION 2024-O0014)

Aug 2024 Deviation 2024-O0014 Aug 2024

252.225-7976 Contractor Personnel Performing in Japan (DEVIATION 2018-O0019) Aug 2018 Deviation 2018-O0019 Aug 2018

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns.

Jan 2023

252.232-7010 Levies on Contract Payments. Dec 2006 252.233-7001 Choice of Law (Overseas). Jun 1997

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel. Jan 2023 252.239-7010 Cloud Computing Services. Jan 2023 252.243-7002 Requests for Equitable Adjustment. Dec 2022 252.244-7000 Subcontracts for Commercial Products or Commercial Services. Nov 2023 252.245-7003 Contractor Property Management System Administration Jan 2025 252.245-7005 Management and Reporting of Government Property. Jan 2024 252.247-7023 Transportation of Supplies by Sea. Oct 2024

FAR Clauses Incorporated by Full Text

52.212-4 Terms and Conditions-Commercial Products and Commercial Services. (Deviation 2026- O0038) (Alternate I)

(Feb 2026) Alternate I (Feb 2026)

Alternate I . When contemplating a time-and-materials or labor-hour contract, substitute the following paragraphs (a), (b), (FEB 2026) (DEVIATION 2026-O0038) (i), (l), and (m) for those in the basic clause.

(a) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference. As used in this clause-

Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

(3) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

Materials means-

(1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(2) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(3) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(4) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded ____ ; andfrom the hourly rates prescribed in the schedule.]

(5) Indirect costs specifically provided for in this clause.

Subcontract means any contract, as defined in FAR 2.101, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) .Inspection/Acceptance

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (b)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]____

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (b)(4) and (5) of this clause, the Government may, at any time, require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(i) .Payments

(1) . The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:Work performed

(i) .Hourly rate

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

( ) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.1

( ) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.2

( ) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the 3 Contracting Officer.

(ii) .Materials

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-

( ) Quantities being acquired; and1

( ) Any modifications necessary because of contract requirements.2

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

( ) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or1

( ) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the 2 terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

( ) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and1

( ) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.2

(D) Unless listed below, other direct and indirect costs will not be reimbursed.

( ) . The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the 1 Other direct costs requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no ____ reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert 'None'".]

( . The Government will reimburse the Contractor for indirect costs on a pro-rata basis over 2) Indirect costs (material handling, subcontract administration, etc.)

the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert "$0" if no fixed price ____ reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert 'None')."]

(2) . The total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule. The Total cost Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the revised estimate of the total amount of effort to be required under the contract.

(3) . The Government will not be obligated to pay the Contractor…

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