NAFQJ323B0001.pdf

4. SOLICITATION TYPE 5

X SEALED BID (IFB)

NEGOTIATED BID (RFP)

3. SOLICITATION NUMBER

NAFQJ3-23-B-0001

1. No appropriated funds of the United States shall become due or paid the contractor by reason of this solicitation / award

DATE ISSUED

10-Jul-2023

SOLICITATION, OFFER AND AWARD

(Nonappropriated Funds)

2. CONTRACT NO.

PAGE OF PAGES

1 57

6. REQUISITION/PURCHASE NUMBER

7. ISSUED BY CODE

Contracting Division USACE-JAPAN District

RM147, BLDG. 250

Camp Zama Zama City, Kanagawa Japan 252-8511

8. ADDRESS OFFER TO (If other than Item 7) see 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 hand carried, in the depository located in Procurement Integrated Enterprise Environment (PIEE) Solicitation Module until 2:00 PM local time (Hour)

16 November 2023 (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

Nakiba Jackson

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

Nakiba.S.Jackson@usace.army.mil

AREA CODE

+81 046

NUMBER

407-3398

EXT.

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 x I CONTRACT CLAUSES x B SUPPLIES OR SERVICES AND PRICE/COST PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT J LIST OF ATTACHMENTS

D PACKAGING AND MARKING PART IV - REPRESENTATIONS AND INSTRUCTIONS

x E INSPECTION AND ACCEPTANCE x K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS x F DELIVERIES OR PERFORMANCE

G CONTRACT ADMINISTRATION DATA x L INSTR., CONDS., AND NOTICES TO OFFERORS x H SPECIAL CONTRACT REQUIREMENTS M EVALUATION FACTORS FOR AWARD

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply if the solicitation includes the provisions at Section L., Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within 90 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.

AWARD (To be completed by NAFI)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING DATA

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

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

26. NAME OF CONTRACTING OFFICER (Type or print) 27. Nonappropriated Fund Instrumentality

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on DA Form 4071, or by other authorized official written notice.

DA FORM 4069, NOV 04

For use of this form see AR 215-4;

the proponent agency is OACSIM

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Prompt Payment Provisions)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

14. ACKNOWLEDGEMENT OF AMENDMENTS

(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.

CONTINUATION SHEET

(Nonappropriated Funds)

REFERENCE NO. OF DOCUMENT BEING CONTINUED NAFQJ3-23-B-0001 PAGE OF

2 57

NAME OF OFFEROR OR CONTRACTOR

CL

DA FORM 4068, NOV 04

For use of this form see AR 215-4;

the proponent agency is OACSIM

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

N 0001

Continuation of Table of Contents and Block 19

DBB MWR Army Lodging, Camp Zama, Japan

In addition to the Items in the Table of Contents, the following sections are incorporated:

DIVISION 01, General Requirements DIVISIONS 03 thru 33, TECHNICAL REQUIREMENTS

DRAWINGS

Construction of Primary and Supporting Facilities

NOTES:

1. Failure of the bidder to bid prices for all items in the CLIN Schedule may be cause for rejection of the bid as acceptable.

2. See Section 01 20 00, for additional line description.

3. Any reference to "offer", "offeror", or "CLIN schedule" shall be construed to mean "bid", "bidder", and "bid schedule".

4. LEGEND: JB= job

JB

Army Lodging Facility Camp Zama, Japan

NAFQJ3-23-B-0001

SECTION E

INSPECTION AND ACCEPTANCE

CLAUSES INCORPORATED BY REFERENCE

BE.003 Inspection of Construction NOV 2004

SECTION F

DELIVERIES OR PERFORMANCE

BF.007 Suspension of Work NOV 2004

CLAUSES INCORPORATED BY FULL TEXT

BF.003 LIQUIDATED DAMAGES-CONSTRUCTION (NOV 2004)

(a) If the Contractor fails to complete the work within the time specified in the contract, the Contractor shall pay liquidated damages to the NAFI in the amount of ¥471,000 for each calendar day of delay until the work is completed or accepted.

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

(End of clause)

SECTION H

SPECIAL CONTRACT REQUIREMENTS

1. ADMINISTRATIVE CONTRACTING OFFICER.

a. In accordance with U.S. Army Corps of Engineers (USACE) Acquisition Instruction (UAI) 5101.603-3-100, an Administrative Contracting Officer (ACO) may be appointed by the Contracting Officer for contracts that are within the ACO warranted authorities.

The ACO is authorized to obligate the Government only within the monetary and other limitations delegated in the individual ACO appointment letter. A copy of the ACO appointment letter is provided to the contractor at time of award which will specify the limitations delegated to the ACO to modify the contract.

b. When a contract is assigned for administration, the contract administration office (CAO) will perform contract administration functions in accordance with the contract terms set forth in the written appointment.

2. WORKERS COMPENSATION INSURANCE (DEFENSE BASE ACT).

a. This paragraph supplements WORKERS' COMPENSATION INSURANCE (DEFENSE

BASE ACT).

b. USACE has a blanket waiver for Japan waiving Defense Base Act (DBA) Insurance coverage; however, this waiver does not apply to any employee who is hired in the U.S., is a resident of the U.S., or is a citizen of the U.S.

c. Contractors shall procure DBA insurance coverage commercially from a DOL authorized insurance carrier unless the contractor is under a self-insurance program. The DOL table of authorized carriers and self-insured employers is available at http://www.dol.gov/owcp/dlhwc/lscarrier.htm.

3. PAYMENT BOND NOT REQUIRED. Notwithstanding the requirement for the payment bond in BI.064 PERFORMANCE AND PAYMENT BONDS-CONSTRUCTION , the payment bond requirement has been waived.

4. PERFORMANCE BONDS.

a. ACCEPTABLE SURETIES. Notwithstanding the statement contained in paragraph (d) of the clause, BI.064 PERFORMANCE AND PAYMENT BONDS-CONSTRUCTION, concerning the acceptable corporate sureties appearing on the Treasury Department Circular 570, a corporate surety that has received official approval to execute Bid Bonds (Standard Form 24) and Performance Bonds (Standard Form 25) on United States Forces Japan construction projects from the Government of Japan will be considered an acceptable surety. Banks are not acceptable sureties; Bid Bonds and Performance Bonds executed by banks will be rejected.

b. Notwithstanding the statement contained in paragraph (d) of clause BI.064 PERFORMANCE AND PAYMENT BONDS-CONSTRUCTION, the performance bond must be supported by good and sufficient corporate surety or sureties acceptable to the Government.

5. JAPANESE CONSUMPTION TAX. By virtue of Article XII of the Status of Forces Agreement (SOFA), materials, supplies, equipment and services procured for official purposes in Japan by the United States armed forces, or its authorized procurement agencies are EXEMPT from various Japanese Taxes, including Consumption Tax. The exemption from the Japanese Consumption Tax applies not only to Japanese prime contractors, but also to Japanese subcontractors or suppliers at every level regardless of the nationality of the prime contractor whether a Japanese or a Foreign firm. The instruments listed hereinafter have been agreed to by both governments of Japan and the U.S. as "Proof of Purchase by U.S. Forces in Japan.”

Standard Form 1034 Public Voucher for Purchases and Services other than Personal

DD Form 1155 Order for Supplies or Services

Standard Form 44 Purchase Order-Invoice-Voucher

ENG Form 93 Payment Estimate

Therefore, Japanese Consumption Tax shall NOT be included in your bid, proposal or quote.

6. BANK TRANSACTION FEES. Bank transaction fees may apply for each payment transaction. Transaction fees will be specific to the bank and will vary in amount. No adjustment will be made in the contract price for such transaction fees.

8. PERFORMANCE OF WORK BY THE CONTRACTOR – DEFINED.

For the purpose of Clause entitled, "PERFORMANCE OF WORK BY THE CONTRACTOR", work on the site with the Contractor's own organization means physical activities at the site other than work performed by subcontractors, procurement of materials for installation by subcontractors, or providing equipment to be used solely by subcontractors.

9. SPECIAL REQUIREMENTS.

List the available utilities:

Item Cost Note Water FREE Contractor shall furnish and install water meter and backflow preventer

Electricity FREE Contractor shall furnish and install Electricity meter

H.1 IDENTIFICATION OF EMPLOYEES

The Contractor shall be responsible for furnishing to each employee and for requiring each employee engaged on the work to display such identification as may be approved and directed by the Contracting Officer. All prescribed identification shall immediately be delivered to the Contracting Officer for cancellation upon the release of any employee. When required by the Contracting Officer, the Contractor shall obtain and submit fingerprints of all persons employed or to be employed on the project.

H.2 WRITTEN COMMUNICATIONS IN ENGLISH

All submittals required under this contract, including but not limited to, safety hazard analysis plans and quality control plans, all correspondence of any nature whatsoever, and all other written communications, documents, drawings, reports, etc., of every description, shall be written in English or translated into English, before being provided to the Government by the Contractor.

H.3 ENGLISH SPEAKING REPRESENTATIVE

At all times during the contract period the Contractor shall have an employee capable of fluent bilingual speech in the Japanese and English languages at the job site. The bilingual interpreter, if used, shall have the capability to receive and issue concise and technical explanation and instructions between the Government representative(s) and Contractor supervisory personnel concerning all aspects of contract administration. Within five (5) days after notice of contract award, the Contractor shall submit in writing to the authorized Representative of the Contracting Officer the qualifications and background history of the proposed interpreter, if used, for approval. The Authorized Representative of the Contracting Officer shall have the explicit right to determine acceptability or rejection of the proposed individual. In addition, the Contractor shall be responsible to replace said individual upon notification by the Government should performance become inadequate during the contract period. The interpreter shall attend the pre-performance conference.

H.7 UNIFORM CONTRACT FORMAT

In accordance with the Uniform Contract Format, the following sections in the solicitation will not be physically included in the resultant contract as though furnished in full text therewith, however, they are incorporated in and form a part of the contract file at U.S. Army Engineer District, Japan.

Section K – Representation, Certifications and Other Statements of Offerors Section L – Instructions, Conditions, and Notices to Offerors

SECTION I

Contract Clauses

BI.001

BI.002

BI.004

BI.013

BI.055

BI.056

BI.067

BI.069

BI.077

BI.079

BI.081

BI.082

BI.083

BI.084

BI.085

BI.086

BI.087

BI.088

BI.089

BI.090

BI.091

BI.092

BI.093

BI.094

BI.095

BI.100

BI.102

BI.112

BI.118

BI.122

BI.124

Definitions Nonappropriated Fund Instrumentality Protecting the NAFI’s Interest when Subcontracting with Contractors Debarred, Suspended, or proposed for Debarment Order of Preference Restrictions on Certain Foreign Purchases Inconsistency Between English version and Translation of Contract Taxes Payments Under Fixed-Price Construction Contracts Mandatory Information for Electronic Funds Transfer Disputes Differing Site Conditions Site Investigation and Conditions Affecting the Work Material and Workmanship Superintendence by the contractor Permits and Responsibilities Other Contracts Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements Operations and Storage Areas Use and Possession Prior to Completion Cleaning Up Accident Prevention, Fire Protection, and Sanitation Availability and use of Utility Service Schedules for Construction Contracts Layout of Work Specifications and Drawings for Construction-Alternate I Preconstruction Conference Bankruptcy Warranty of Construction Termination for Convenience Default (Fixed-Price Construction) Assignment of Claims

MAR 2020

NOV 2004

MAR 2020

NOV 2004

DEC 2010

NOV 2004

NOV 2004

NOV 2004

MAR 2020

NOV 2004

NOV 2004

NOV 2005

NOV 2004

NOV 2004

NOV 2004

NOV 2004

NOV 2004

NOV 2004

NOV 2004

NOV 2004

NOV 2005

MAR 2020

NOV 2004

NOV 2004

MAR 2020

NOV 2004

NOV 2004

NOV 2004

MAR 2020

NOV 2004

NOV 2004

BI.126

BI.136

Changes-Construction Workers’ Compensation Insurance

NOV 2004

MAR 2020

BI.137 Workers’ Compensation and War-Hazard Insurance Overseas APR 1984 BI.142 Personal Identity Verification of Contractor Personnel JAN 2011 BI.146 Disclosure of Information JUL 2017

CLAUSES INCORPORATED BY FULL TEXT

BI.006 COMMENCEMENT, PROSECUTION AND COMPLETION OFWORK (NOV

2004) The Contractor will be required to (a) commence work under this contract within fifteen (15) calendar days after the Contractor receives the notice to proceed, (b) to prosecute work diligently, and (c) to complete the entire work, ready for use, not later than one thousand and eighty (1080) calendar days from receipt of notice to proceed. The time stated for completion shall include final cleanup of the premises.

BI.010 INVOICES (MAR 2020)

(a) An invoice is a written request for payment under the contract for supplies delivered or for services rendered. In order to be proper, an invoice must include as applicable the following:

(1) Name and address of the contractor.

(2) Invoice date.

(3) Contract number or other authorization for supplies delivered, services performed (including order number and contract line item number).

(4) Description, quantity, unit of measure, unit price and extended price of supplies delivered or services performed.

(5) Shipping and payment terms (e.g., shipment number and date of shipment, prompt payment discount terms). Bill of lading number and weight of shipment will be shown for shipments on Government/NAFI bills of lading.

(6) Name and address of contractor official to whom payment is to be sent (must be the same as that on the contract or on a proper notice of assignment).

(7) Name (where applicable), title, phone number, mailing address of person to be notified in event of defective invoice.

(8) Any other information or documentation required by the contract (such as evidence of shipment). Invoices shall be prepared and submitted in duplicate (one copy shall be marked "original") unless otherwise specified.

(b) For purposes of determining if interest begins to accrue under the Prompt Payment Act (Public Law 97-177, as amended).

(1) A proper invoice will be deemed to have been received when it is received by the office designated in the contract for receipt of invoices and acceptance of the supplies delivered or services rendered has occurred;

(2) Payment shall be considered made on the date on which check for such payment is dated;

(3) When the due date falls on a Saturday, Sunday, or legal holiday when Government/NAFI facilities and offices are closed, may make payment on the following working day without incurring a late payment interest penalty.

(4) Payment terms (e.g., "net 20") offered by the contractor will not be deemed a "required payment date"; and

(5) The following periods of time will not be included:

(i) after receipt of an improper invoice and prior to notice of any defect or impropriety, but not to exceed 7 days (3 days on contracts for meat food products, and 5 days on contacts for perishable agricultural commodities, dairy products, edible fats or oils and food products prepared from edible fats or oils);

and

(ii) between the date of a notice of any defect or impropriety and the date a proper invoice is received. When the notice is in writing, it shall be considered made on the date shown on the notice.

(6) If the NAFI makes payment by Electronic Funds Transfer (EFT) (see applicable contract clause). In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purposes of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(7) Discounts. When a discount for prompt payment is taken, the designated payment office will make payment to the contractor as close as possible to, but not later than, the end of the discount period. The discount period is specified by the contractor and is calculated from the date of the contractor’s proper invoice. If the contractor has not placed a date on the invoice, the due date is calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt. When the discount date falls on a Saturday, Sunday, or legal holiday when NAFI facilities and offices are closed, the designated payment office may make payment on the following working day and take a discount.

Payment terms are specified in the clause at BI.070, Discounts for Prompt Payment.

(End of clause)

BI.011 EXAMINATION OF RECORDS (MAR 2020)

(a) As used in this clause, “records” includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form.

(b) The Contractor agrees that the Contracting Officer or the Contracting Officer's duly authorized representative shall have access to and the right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract or a subcontract hereunder and to interview any current employee regarding such transactions.

(c) The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence described in paragraphs (a) and (b) of this clause, for examination, audit, or reproduction, until 3 years after final payment under this contract.

(d) The Contractor agrees to include the clause in all subcontracts.

(End of clause)

BI.064 PERFORMANCE AND PAYMENT BONDS-CONSTRUCTION (MAR 2020)

(a) Definitions. As used in this clause-

"Original contract price" means the award price of the contract; or, for requirements contracts, the price payable for the estimated total quantity; or, for indefinite-quantity contracts, the price payable for the specified minimum quantity. Original contract price does not include the price of any options, except those options exercised at the time of contract award.

(b) Amount of required bonds.

(1) Unless the resulting contract price is $150,000 or less, the successful offeror shall furnish performance and payment bonds within 10 days after award of contract and before receiving a Notice to Proceed with the work or being allowed to start work.

(2) The Bonds shall include a statement that states that "The term United States of America, as set forth in this bond form shall mean the United States Nonappropriated Fund Instrumentality (herein after referred to as [ ]), which is a party to this contract."

(3) The penal amount of the bond should not exceed the surety's underwriting limit; the bond will be acceptable only if

(i) the amount which exceeds the specified limit is coinsured or reinsured and

(ii) the amount of coinsurance or reinsurance does not exceed the underwriting limit of each coinsurer or reinsurer.

(4) The penal sums of such bonds shall be as follows:

(i) Performance Bonds (Standard Form 25). The penal amount of performance bonds at the time of contract award shall be 100 percent of the original contract price.

(ii) Payment Bonds (Standard Form 25A). The penal amount of payment bonds at the time of contract award shall be 0 percent of the original contract price.

(iii) Additional bond protection.

(A) The NAFI may require additional performance and payment bond protection if the contract price is increased. The increase in protection generally will equal 100 percent of the increase in contract price.

(B) The NAFI may secure the additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond.

(c) Furnishing executed bonds. If the contractor, upon acceptance of its bid or proposal by the fund within the period specified for acceptance, fails to execute all contractual documents or give performance and payment bonds as required by the contract within the time specified, the Contracting Officer may terminate the contract for default.

(d) Surety or other security for bonds. The bonds shall be in the form of a firm commitment, supported by corporate sureties whose names appear on the list contained in the Department of the Treasury Circular 570, or by other acceptable security such as postal money order, certified check, cashier's check, irrevocable letter of credit, or, in accordance with Treasury Department regulations, certain bonds or notes of the United States. Individual sureties will not be acceptable under the requirements of this contract. Treasury Circular 570 is published in the Federal Register or may be obtained from the:

U.S. Department of Treasury

Financial Management Service

Surety Bond Branch

3700 East West Highway, Room 6F01

Hyattsville, MD 20782

Or via the internet at http://www.fms.treas.gov/c570/.

(e) Notice of subcontractor waiver of protection (40 U.S.C. 3133(c)). Any waiver of the right to sue on the payment bond is void unless it is in writing, signed by the person whose right is waived, and executed after such person has first furnished labor or material for use in the performance of the contract.

(End of clause)

BI.076 PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS (MAR 2020)

Notwithstanding any other payment terms in this contract, the NAFI will make invoice payments and contract financing payments under the terms and conditions specified in this clause. Payment shall be considered as being made on the day a check is dated or the date of an electronic funds transfer. All days referred to in this clause are calendar days, unless otherwise specified. (However, see subparagraph (a)(3) concerning payments due on Saturdays, Sundays, and legal holidays.)

(a) Invoice payments-

(1) Types of invoice payments. For purposes of this clause, there are several types of invoice payments that may occur under this contract, as follows:

(i) Progress payments, if provided for elsewhere in this contract, based on Contracting Officer approval of the estimated amount and value of work or services performed, including payments for reaching milestones in any project:

(A) The due date for making such payments shall be 14 days after receipt of the payment request by the designated billing office. If the designated billing office fails to annotate the payment request with the actual date of receipt at the time of receipt, the payment due date shall be the 14th day after the date of the Contractor's payment request, provided a proper payment request is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(B) The due date for payment of any amounts retained by the Contracting Officer in accordance with the clause entitled, Payments Under Fixed-Price Construction Contracts, shall be as specified in the contract or, if not specified, 30 days after approval for release to the Contractor by the Contracting Officer.

(ii) Final payments based on completion and acceptance of all work and presentation of release of all claims against the NAFI arising by virtue of the contract, and payments for partial deliveries that have been accepted by the NAFI (e.g., each separate building, public work, or other division of the contract for which the price is stated separately in the contract):

(A) The due date for making such payments shall be either the 30th day after receipt by the designated billing office of a proper invoice from the Contractor, or the 30th day after NAFI acceptance of the work or services completed by the Contractor, whichever is later. If the designated billing office fails to annotate the invoice with the date of actual receipt at the time of receipt, the invoice payment due date shall be the 30th day after the date of the Contractor's invoice, provided a proper invoice is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(B) On a final invoice where the payment amount is subject to contract settlement actions (e.g., release of claims), acceptance shall be deemed to have occurred on the effective date of the contract settlement.

(2) Contractor's invoice. The Contractor shall prepare and submit invoices to the designated billing office specified in the contract. A proper invoice must include the items listed in subdivisions (a)(2)(i) through (a)(2)(ix) of this clause. If the invoice does not comply with these requirements, it shall be returned within 7 days after the date the designated billing office received the invoice, with a statement of the reasons why it is not a proper invoice. Untimely notification will be taken into account in computing any interest penalty owed the Contractor in the manner described in subparagraph (a)(4) of this clause.

(i) Name and address of the Contractor.

(ii) Invoice date and identification number. (The Contractor is encouraged to date invoices as close as possible to the date of mailing or transmission and to assign an identification number to each invoice.)

(iii) Contract number or other authorization for work or services performed (including order number and contract line item number).

(iv) Description of work or services performed.

(v) Delivery and payment terms (e.g., prompt payment discount terms).

(vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment).

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

(viii) For payments described in subdivision (a)(1)(i) of this clause, substantiation of the amounts requested and certification in accordance with the requirements of the clause entitled Payments Under Fixed-Price Construction Contracts.

(ix) Any other information or documentation required by the contract.

(x) Any other information or documentation required by the contract.

(3) Interest penalty. An interest penalty shall be paid automatically by the designated payment office, without request from the Contractor, if payment is not made by the due date and the conditions listed in subdivisions (a)(3)(i) through (a)(3)(iii) of this clause are met, if applicable.

However, when the due date falls on a Saturday, Sunday, or legal holiday when Federal

Government offices are closed and Government/NAFI business is not expected to be conducted, payment may be made on the following business day without incurring a late payment interest penalty.

(i) The designated billing office received a proper invoice.

(ii) A receiving report or other Government/NAFI documentation authorizing payment was processed and there was no disagreement over quantity, quality, Contractor compliance with any contract term or condition, or requested progress payment amount.

(iii) In the case of a final invoice for any balance of funds due the Contractor for work or services performed, the amount was not subject to further contract settlement actions between the NAFI and the Contractor.

(4) Computing penalty amount. The Government/NAFI will compute the interest penalty in accordance with the Office of Management and Budget prompt payment regulations at 5 CFR Part 1315. The Contract Disputes Act of 1978 (41 U.S.C. 601) provisions are not applicable to NAFIs (see Disputes Clause).

(i) For the sole purpose of computing an interest penalty that might be due the Contractor for payments described in subdivision (a)(1)(ii) of this clause, Government/NAFI acceptance or approval shall be deemed to have occurred constructively on the 7th day after the Contractor has completed the work or services in accordance with the terms and conditions of the contract. In the event that actual acceptance or approval occurs within the constructive acceptance or approval period, the determination of an interest penalty shall be based on the actual date of acceptance or approval. Constructive acceptance or constructive approval requirements do not apply if there is a disagreement over quantity, quality, or Contractor compliance with a contract provision. These requirements also do not compel Government/NAFI officials to accept work or services, approve Contractor estimates, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

(ii) The following periods of time will not be included in the determination of an interest penalty:

(A) The period taken to notify the Contractor of defects in invoices submitted to the NAFI, but this may not exceed 7 days.

(B) The period between the defects notice and resubmission of the corrected invoice by the Contractor.

(C) For incorrect electronic funds transfer (EFT) information, in accordance with the EFT clause of this contract.

(iii) Interest penalties will not continue to accrue after the filing of a claim for such penalties under the clause entitled, Disputes, or for more than 1 year. Interest penalties of less than $1 need not be paid.

(iv) Interest penalties are not required on payment delays due to disagreement between the NAFI and the Contractor over the payment amount or other issues involving contract compliance, or on amounts temporarily withheld or retained in accordance with the terms of the contract. Claims involving disputes, and any interest that may be payable, will be resolved in accordance with the clause entitled, Disputes.

(5) Prompt payment discounts. An interest penalty also shall be paid automatically by the designated payment office, without request from the Contractor, if a discount for prompt payment is taken improperly. The interest penalty will be calculated on the amount of discount taken for the period beginning with the first day after the end of the discount period through the date when the Contractor is paid.

(6) Additional interest penalty.

(i) A penalty amount, calculated in accordance with subdivision (a)(6)(iii) of this clause, shall be paid in addition to the interest penalty amount if the Contractor-

(A) Is owed an interest penalty of $1 or more;

(B) Is not paid the interest penalty within 10 days after the date the invoice amount is paid; and

(C) Makes a written demand to the designated payment office for additional penalty payment, in accordance with subdivision (a)(6)(ii) of this clause, postmarked not later than 40 days after the date the invoice amount is paid.

(ii)(A) Contractors shall support written demands for additional penalty payments with the following data. No additional data shall be required. Contractors shall-

(1) Specifically assert that late payment interest is due under a specific invoice, and request payment of all overdue late payment interest penalty and such additional penalty as may be required;

(2) Attach a copy of the invoice on which the unpaid late payment interest was due; and

(3) State that payment of the principal has been received, including the date of receipt.

(B) Demands must be postmarked on or before the 40th day after payment was made, except that -

(1) If the postmark is illegible or nonexistent, the demand must have been received and annotated with the date of receipt by the designated payment office on or before the 40th day after payment was made; or

(2) If the postmark is illegible or nonexistent and the designated payment office fails to make the required annotation, the demand's validity will be determined by the date the Contractor has placed on the demand; provided such date is no later than the 40th day after payment was made.

(iii)(A) The additional penalty does not apply to payments regulated by other NAFI regulations (e.g., payments under utility contracts subject to tariffs and regulation)

(b) Subcontract clause requirements. The Contractor shall include in each subcontract for property or services (including a material supplier) for the purpose of performing this contract the following:

(1) Prompt payment for subcontractors. A payment clause that obligates the Contractor to pay the subcontractor for satisfactory performance under its subcontract not later than 7 days from receipt of payment out of such amounts as are paid to the Contractor under this contract.

(2) Interest for subcontractors. An interest penalty clause that obligates the Contractor to pay to the subcontractor an interest penalty for each payment not made in accordance with the payment clause-

(i) For the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made; and

(ii) Computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) (otherwise CDA does not apply to this contract) in effect at the time the Contractor accrues the obligation to pay an interest penalty.

(3) Subcontractor clause flow down. A clause requiring each subcontractor to include a payment clause and an interest penalty clause conforming to the standards set forth in subparagraphs (c)(1) and (c)(2) of this clause in each of its subcontracts, and to require each of its subcontractors to include such clauses in their subcontracts with each lower-tier subcontractor or supplier.

(d) Subcontract clause interpretation. The clauses required by paragraph (c) of this clause shall not be construed to impair the right of the Contractor or a subcontractor at any tier to negotiate, and to include in their subcontract, provisions that-

(1) Retainage permitted. Permit the Contractor or a subcontractor to retain (without cause) a specified percentage of each progress payment otherwise due to a subcontractor for satisfactory performance under the subcontract without incurring any obligation to pay a late payment interest penalty, in accordance with terms and conditions agreed to by the parties to the subcontract, giving such recognition as the parties deem appropriate to the ability of a subcontractor to furnish a performance bond and a payment bond;

(2) Withholding permitted. Permit the Contractor or subcontractor to make a determination that part or all of the subcontractor's request for payment may be withheld in accordance with the subcontract agreement; and

(3) Withholding requirements. Permit such withholding without incurring any obligation to pay a late payment penalty if -

(i) A notice conforming to the standards of paragraph (g) of this clause previously has been furnished to the subcontractor; and

(ii) A copy of any notice issued by a Contractor pursuant to subdivision (d)(3)(i) of this clause has been furnished to the Contracting Officer.

(e) Subcontractor withholding procedures. If a Contractor, after making a request for payment to the NAFI but before making a payment to a subcontractor for the subcontractor's performance covered by the payment request, discovers that all or a portion of the payment otherwise due such subcontractor is subject to withholding from the subcontractor in accordance with the subcontract agreement, then the Contractor shall-

(1) Subcontractor notice. Furnish to the subcontractor a notice conforming to the standards of paragraph (g) of this clause as soon as practicable upon ascertaining the cause giving rise to a withholding, but prior to the due date for subcontractor payment;

(2) Contracting Officer notice. Furnish to the Contracting Officer, as soon as practicable, a copy of the notice furnished to the subcontractor pursuant to subparagraph (e)(1) of this clause;

(3) Subcontractor progress payment reduction. Reduce the subcontractor's progress payment by an amount not to exceed the amount specified in the notice of withholding furnished under subparagraph (e)(1) of this clause;

(4) Subsequent subcontractor payment. Pay the subcontractor as soon as practicable after the correction of the identified subcontract performance deficiency, and-

(i) Make such payment within-

(A) Seven days after correction of the identified subcontract performance deficiency (unless the funds therefor must be recovered from the NAFI because of a reduction under subdivision (e)(5)(i)) of this clause; or

(B) Seven days after the Contractor recovers such funds from the NAFI; or

(ii) Incur an obligation to pay a late payment interest penalty computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under section 12 of the Contracts Disputes Act of 1978 (41 U.S.C. 611)(otherwise the CDA of 1978 does not apply to this contract) in effect at the time the Contractor accrues the obligation to pay an interest penalty;

(5) Notice to Contracting Officer. Notify the Contracting Officer upon-

(i) Reduction of the amount of any subsequent certified application for payment; or

(ii) Payment to the subcontractor of any withheld amounts of a progress payment, specifying-

(A) The amounts withheld under subparagraph (e)(1) of this clause; and

(B) The dates that such withholding began and ended; and

(6) Interest to NAFI. Be obligated to pay to the NAFI an amount equal to interest on the withheld payments (computed in the manner provided in 31 U.S.C. 3903(c)(1)), from the 8th day after receipt of the withheld amounts from the NAFI until-

(i) The day the identified subcontractor performance deficiency is corrected; or

(ii) The date that any subsequent payment is reduced under subdivision (e)(5)(i) of this clause.

(f) Third-party deficiency reports –

(1) Withholding from subcontractor. If a Contractor, after making payment to a first-tier subcontractor, receives from a supplier or subcontractor of the first-tier subcontractor (hereafter referred to as a "second-tier subcontractor") a written notice in accordance with 40 U.S.C. 3133, (otherwise CDA of 1978 does not apply to this contract) asserting a deficiency in such first-tier subcontractor's performance under the contract for which the Contractor may be ultimately liable, and the Contractor determines that all or a portion of future payments otherwise due such first-tier subcontractor is subject to withholding in accordance with the subcontract agreement, the Contractor may, without incurring an obligation to pay an interest penalty under subparagraph (e)(6) of this clause-

(i) Furnish to the first-tier subcontractor a notice conforming to the standards of paragraph (g) of this clause as soon as practicable upon making such determination; and

(ii) Withhold from the first-tier subcontractor's next available progress payment or payments an amount not to exceed the amount specified in the notice of withholding furnished under subdivision (f)(1)(i) of this clause.

(2) Subsequent payment or interest charge. As soon as practicable, but not later than 7 days after receipt of satisfactory written notification that the identified subcontract performance deficiency has been corrected, the Contractor shall-

(i) Pay the amount withheld under subdivision (f)(1)(ii) of this clause to such first-tier subcontractor; or

(ii) Incur an obligation to pay a late payment interest penalty to such first-tier subcontractor computed at the rate of interest established by the Secretary of the Treasury, and published in the Federal Register, for interest payments under 41 U.S.C. 7109 (otherwise CDA of 1978 does not apply to this contract) in effect at the time the Contractor accrues the obligation to pay an interest penalty.

(g) Written notice of subcontractor withholding. A written notice of any withholding shall be issued to a subcontractor (with a copy to the Contracting Officer of any such notice issued by the Contractor), specifying-

(1) The amount to be withheld;

(2) The specific causes for the withholding under the terms of the subcontract; and

(3) The remedial actions to be taken by the subcontractor in order to receive payment of the amounts withheld.

(h) Subcontractor payment entitlement. The Contractor may not request payment from the NAFI of any amount withheld or retained in accordance with paragraph (d) of this clause until such time as the Contractor has determined and certified to the Contracting Officer that the subcontractor is entitled to the payment of such amount.

(i) Prime-subcontractor disputes. A dispute between the Contractor and subcontractor relating to the amount or entitlement of a subcontractor to a payment or a late payment interest penalty under a clause included in the subcontract pursuant to paragraph (c) of this clause does not constitute a dispute to which the NAFI is a party. The NAFI may not be interpleaded in any judicial or administrative proceeding involving such a dispute.

(j) Preservation of prime-subcontractor rights. Except as provided in paragraph (i) of this clause, this clause shall not limit or impair any contractual, administrative, or judicial remedies otherwise available to the Contractor or a subcontractor in the event of a dispute involving late payment or nonpayment by the Contractor or deficient subcontract performance or nonperformance by a subcontractor.

(k) Non-recourse for prime contractor interest penalty. The Contractor's obligation to pay an interest penalty to a subcontractor pursuant to the clauses included in a subcontract under paragraph (c) of this clause shall not be construed to be an obligation of the NAFI for such interest penalty. A cost-reimbursement claim may not include any amount for reimbursement of such interest penalty.

(l) Overpayments. If the Contractor becomes aware of a duplicate invoice payment or that the NAFI has otherwise overpaid on an invoice payment, the Contractor shall-

(1) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(i) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(ii) Affected contract number and delivery order number if applicable;

(iii) Affected line item or subline item, if applicable; and

(iv) Contractor point of contact.

(2) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(End of clause)

BI.107 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (MAR

2020)

(a) Definitions. As used in this clause-

"Commercial item," has the meaning contained in the clause Definitions.

"Subcontract," includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items as components of items to be supplied under this contract.

(c) (i)Notwithstanding any other clause of this contract, the Contractor is not required to include any provision or clause, other than those listed below to the extent they are applicable and as may be required to establish the reasonableness of prices, in a subcontract at any tier for commercial items or commercial components:

(1) BI.037 Prohibition of Segregated Facilities (Mar 2020);

(2) BI.038 Equal Opportunity (E.O.11246);

(3) BI.040 Equal Opportunity for Workers with Disabilities (29 U.S.C. 793);

(4) BI.141 Establishing Minimum Wages for Contractors under Executive Order 13658 (Nov 2014) (Applies when BI.025 Construction Wage Rate Requirements or BI.041 Service Contract Labor Standards are in the contract and performance in whole or in part is in the United States (the 50 States and the District of Columbia)).;

(5) BI.045 Equal Opportunity for Veterans (38 U.S.C. 4212(a));

(6) BI.145 Establishing Paid Sick Leave for Federal Contractors Under Executive Order 13706 (E.O. 13706), if flow down is required in accordance with paragraph (h) of NAF clause BI.145;

(7) BI.150 Basic Safeguarding of Covered Contractor Information Systems, other than subcontracts for commercially available off-the-shelf items, if flow down is required in accordance with paragraph (c) of NAF clause BI.150;

(8) BI.151 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Section 889(a)(1)(A) of Pub. L. 115-232);

(9) BI.152 Privacy Training (5 U.S.C. 552a) if flow down is required in accordance with BI.152(f);

(10) BI.153 Combating Trafficking in Persons (22 U.S.C. chapter 78 and E.O. 13627);

(Applies to all solicitations and contracts).(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

BI.121 CLAUSES INCORPORATED BY REFERENCE (MAR 2020)

This contract incorporates one or more clauses by reference with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of the clause may be accessed electronically at this/these address(es):

(http://www.imcom.army.mil/Organization/G9FamilyMWRPrograms/NAFContracting.aspx) https://home.army.mil/imcom/index.php/about/organization/family-and-morale-recreation-and-welfare/naf-contracting

BI.125 NONWAIVER OF DEFAULTS (NOV 2004)

Any failure by the NAFI at any time, or from time to time, to enforce or require strict performance of any terms or conditions of this contract will not constitute waiver thereof and will not affect or impair such terms or conditions in any way or the NAFI's right at any time to avail itself or such remedies as it may have for any breach or breaches of such terms and conditions.

(End of clause)

BI.147 LIMITATIONS ON THE USE OR DISCLOSURE OF THIRD-PARTY CONTRACTOR REPORTED

CYBER INCIDENT INFORMATION (MAR 2020

(a) Definitions. As used in this clause—

“Compromise” means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

“Controlled technical information” means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents.

The term does not include information that is lawfully publicly available without restrictions.

“Covered defense information” means unclassified controlled technical information or other information (as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html) [which includes, but is not limited to, personally identifiable information (PII) as defined in this contract] that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Government/NAFI wide policies, and is—

(1) Marked or otherwise identified in the contract, task order, or delivery order and provided to the contractor by or on behalf of DoD in support of the performance of the contract; or

(2) Collected, developed, received, transmitted, used, or stored by or on behalf of the contractor in support of the performance of the contract.

“Cyber incident” means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein.

“Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

“Media” means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks, magnetic disks, large-scale integration memory chips, and printouts onto which covered defense information is recorded, stored, or printed within a covered contractor information system.

“Technical information” means technical data or computer software, where technical information include research and engineering data, engineering drawings, and associated lists, specifications,…