FA4416-08-T-0002Solicitation.doc

Section SF 1449 - CONTINUATION SHEET

INSTRUCTIONS TO OFFERORS

1. The offeror agrees to hold the prices in its offer firm for 90 calendar days from the date specified for receipt of offers.

2. PROPOSAL PREPARATION INSTRUCTIONS

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

B. Specific Instructions:

1. PART I – PRICE PROPOSAL – Submit an original and one (1) copy.

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

(b) Insert proposed unit and extended prices in the pricing schedule. The proposal(s) must be submitted for a base year plus four (4) Option Years.

(c) Complete the necessary fill-ins and certifications in provisions. The Representations, Certification, and other Statement of Offerors or Quotes provisions shall be returned along with the proposal.

2. PART II – PAST PERFORMANCE INFORMATION – Only references for same or similar type contract desired. Submit original and one (1) copy.

(a) Quality and Satisfaction Rating for Contracts Completed in the Past Five (5) Years. Provide information currently available (letters, metrics, customer surveys, independent surveys, etc.), which demonstrates customer satisfaction with overall job performance and quality of completed product for same or similar type contract. In addition, explain corrective actions taken in the past, if any, for substandard performance and any current performance problems such as cost overruns, extended performance periods, numerous warranty calls, ect.

(b) Past Performance Surveys: The NAFI will evaluate the quality and extent of offeror’s performance deemed relevant to the requirement of this solicitation. The NAFI will use information submitted by the offeror and other sources such as other Federal government offices and commercial sources, to assess performance. Provide a list of no more than five (5) of the most relevant contracts performed for Federal & Local agencies and commercial customers within the last 5 years. Relevant contracts include contracts for operation of food and beverage concessionaire at magnitude similar to the requirements of this solicitation. The evaluation of past performance information will not take into account past performance information regarding predecessor companies, key personnel who have relevant experience, or subcontractors that will perform major or critical aspects of the requirement when such information is relevant to the instant acquisition. Furnish the following information for each contract referenced:

(i) Company/Division name

(ii) Product/Service

(iii) Contracting Agency/Customer

(iv) Contract Number

(v) Contract Dollar Value

(vi) Period of Performance

(vii) Verified, up-to-date name, address, FAX & telephone number of the contracting officer

(viii) Comments regarding compliance with contract terms and conditions

(ix) Comments regarding any known performance deemed unacceptable to the customer, or not in accordance with the contract terms and conditions.

If a teaming arrangement is contemplated, provide complete information as to the arrangement, including any relevant and recent past/present performance information on previous teaming arrangements with same partner. If this is a first time joint effort, each party to the arrangement must provide a list of past and present relevant contracts.

(c) Subcontractor Consent: Past performance information pertaining to a subcontractor cannot be disclosed to the prime offeror without the subcontractor’s consent. Provide with the proposal a letter from all subcontractors that will perform major or critical aspects of the requirement, consenting to the release of their past performance information to the prime contractor.

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

(i) Requirements of the solicitation (Item Numbers) and Statement of

Work (SOW) and NAFI standards and regulations pertaining to the SOW.

(ii) Evaluation Factors for Award.

3. General Information

(a) INFORMATION REGARDING SUMBMISSION OF PROPOSAL: Proposals shall be in the contracting office at the address below no later than the due date and time. Proposals can be faxed to 301-981-1910.

316th Contracting Squadron

Attn: Gary Branch, Contract Specialist

1535 Command Drive Suite E202

Andrews AFB, MD 20762

(b) HAND CARRYING PROPOSALS

Offerors interested in hand carrying a proposal must provide the following information, on company letter head, no later than 2:30 pm eastern time the day prior to delivering their offer: Name of attendee, Driver’s License Number and State, Vehicle make, model and year, License Plate Number and State and Social Security Number. The required information can be sent via e-mail to gary.branch@andrews.af.mil or fax to (301)981-1910. It is the offeror’s responsibility to ensure the information was received prior to deadline stated above. Contact: Gary Branch @ 301-981-6081

Offerors are cautioned that Andrews AFB, MD has visitor control procedures requiring individuals not affiliated with the installation to obtain a visitor pass prior to entrance. SOME DELAY SHOULD BE ANTICIPATED WHEN HANDCARRYING PROPOSALS. Offerors should allow sufficient time to obtain a visitor pass and arrive at the Contracting Office PRIOR to the time specified for receipt. Late proposals will be processed in accordance with FAR 52.212-1(f) “Late submission, modifications, revisions, and withdrawals of offers.”

FEDERAL HOLIDAYS: The following Federal Legal Holidays are observed by this base:

New Year’s Day 1 January

Martin Luther King’s Birthday Third Monday in January

Presidents Day Third Monday in February

Memorial Day Last Monday in May

Independence Day 4 July

Labor Day First Monday in September

Columbus Day Second Monday in October

Veterans Day 11 November

Thanksgiving Day Fourth Thursday in November

Christmas Day 25 December.

STATEMENT OF WORK

316TH SERVICES SQUADRON

BOWLING CENTER

1. PROGRAM OBJECTIVE:

Concessionaire shall provide a concessionaire stand with food and beverage items to service patrons on Andrews AFB, MD. Concessionaire will provide all necessary labor, equipment, supplies, facility, food and beverage in performance of this service.

ARTICLE I:

That:

1. The 316th Services Squadron Bowling Center, a NAFI, is requesting a concessionaire contract with a privately or commercially owned company. The concessionaire will operate a self sustaining concession stand, Monday through Saturday, 1100 hours to 2000 hours, excluding scheduled or unscheduled closures based on federal holidays, Joint Services Open House (air show) and inclement weather. Concessionaire will be located in the bowling center and utilize the existing snack bar with full use of installed equipment.

2. Concessionaire will pay the NAFI on a monthly basis an amount equal to the amount specified in the Pricing Schedule. Payment of fees due the NAFI must be made monthly by the 5th working day of the following month the sales were earned.

ARTICLE II:

The Concessionaire must:

1. Provide products and services of a quality satisfactory to the NAFI manager or his or her duly authorize representative.

2. Before beginning performance under this agreement, the Concessionaire will submit a listing of items, with the corresponding selling prices, to the Contracting Officer for approval or disapproval action. The final approved listing is considered part of this agreement. Place the price list in a conspicuous spot for patrons to see.

3. At Concessionaire’s expense, obtain all permits, give all necessary notices; pay all license fees; and comply with all municipal, perfectural, and national laws, rules, ordinances, regulations, and any publication published by the military relating to public health or applicable to the business carried on under this agreement and assume compete and sole liability for all national, state, and local taxes applicable to the property, income, and transactions of the concession.

4. Comply with all applicable laws pertaining to wages, worker’s compensation, equal employment opportunity, the Service Contract Act, and so forth, as implemented by Air Force directives and required by law.

5. Obtain insurance for all non-government property and merchandise used by the contractor in the operation of the service against theft, fire, storm, flood and damage, or destruction through any other force of nature; or in lieu thereof, to relieve the NAFI from any liability arising from such thief, loss, damage or destruction. The Concessionaire must provide proof of insurance to the Contracting Officer (C.O.).

6. Comply with all memoranda, bulletins, and letters of instruction issued by or in behalf of the NAFI manager or their duly authorized representative.

7. Keep the cooking and eating areas clean, orderly, attractive, secure, and in a safe and sanitary condition to the satisfaction of the NAFI managers or their duly authorized representative. Concessionaire is subject to regularly unscheduled evaluations from the base environmental health inspectors and must maintain a satisfactory rating at all times.

8. Employ only persons who meet the health standards prescribed by law or regulations, which pertain to the jobs for which they are hired. Employees must wear plastic gloves and headgear at all times when preparing and servicing food. Furnish a sufficient number of trained employees for the efficient performance of this Concessionaire contract. Concession personnel must meet the health and security standards prescribed by applicable regulations, must obtain installation passes, and permits and security clearances as applicable. Concession personnel must give prompt and courteous treatment to authorized customers. Concession personnel must be neatly dressed and meticulous in their personal grooming at all times. Concession must provide employees clean uniforms or, when uniforms are not required, ensures that all clothing worn by employees is clean and in good condition at all times. A nameplate must be worn by employees.

9. Remove from employment in the concession, on the request of the NAFI manager, any servant, agent, or employee of the Concessionaire if, in the opinion of the NAFI manager or their duly authorized representative, the conduct of such person, while in and about the premises covered by this contract interferes with proper services or discipline.

10. Indemnify, save harmless, and defend the NAFI from and against any and all claims, demands, actions, debts, liabilities, and attorney’s fees arising out of, claimed on account of, or in any manner predicated on loss of or damage to the property of, and injuries to or death of any and all persons whatsoever, in any manner or caused or contributed to by the Concessionaire, his/her agents, servants, or employees while in, on, or about the military installation wherein the NAFI is located, or while departing from the same; and to indemnify and save harmless the NAFI from and on account of damages of any kind which the NAFI may suffer as the result of acts of negligence, fraud, or misconduct of any Concessionaire’s agents, servants, or employees.

11. Not leave cash on the premises during non-operational hours.

12. Be responsible for paying all operating expenses not expressly undertaken by the NAFI.

13. Must use electronic cash register or Point of Sales (POS) system, showing all income received, and products sold in accordance with instructions from the NAFI. Any failure by the Concessionaire, its servants, employees, or agents, to enter all monies received into the electronic cash register or (POS) system will be cause for immediate cancellation of this contract.

14. Provide all supplies, food and beverages to ensure that adequate stock is available during operation for concession stand. All food sold by the Concessionaire must be inspected by Base Environmental Health services inspectors at the time of delivery.

15. Offer a variety of Food and Beverage to include soft drinks, beer and wine and a variety of Oriental Cuisine in conjunction with a basic snack bar menu items such as hot dogs, hamburgers, French fries, hot wings, chicken tenders, nachos, and a variety of sandwiches and salads, etc.

16. Support NAFI in birthday program for kids with required menu items, quantities and times as requested by the customer.

17. Provide the concession unit with fire extinguishers and meet all standards established by the Base Fire Department.

18. Provide NAFI with proof of fire insurance.

19. Allow the NAFI manager or Quality Assurance Evaluator access to concession area at any time to monitor the Concessionaire’s performance.

ACTICLE III:

The Concessionaire must not:

1. Represent or permit itself to be represented to the public as an agent or employee of the NAFI by use of the name of the NAFI on letters, bills, signs, or by any other means. The Concessionaire, its servants, agents, and employees, are in no sense agents of the United States, the NAFI, the commander of the installation within which the concession exists, or of any other entity having to do with the operations of the NAFI.

2. Sell or remove any property that is owned by the NAFI or any part of the Federal Government and is used in the operation of the NAFI.

3. Engage in or permit gambling or possession or use of any gambling device on the concession premises or elsewhere on the installation.

4. Sell, deal in, or otherwise possess or transfer, on the concession premises, any form of narcotics.

5. Loan money or borrow money from customers or others, which includes Federal Government (including NAFI) employees and military personnel.

6. Sell merchandise or services for anything other than US currency, unless authorized in writing by the contracting officer. Sell merchandise or services on credit.

7. Give or offer to any officer or employee of 316th Services Squadron, or any other part of the Federal Government, any gift, privilege, special benefits, discounts, or anything else of material or personal nature whereby the individual or employee would receive preferential treatment, when such is not available to the general public.

8. Sublet any of the premises assigned to it or assign to the concession, any part of the premises or any responsibilities under this contract.

9. Use the premises and facilities provided for any purpose other than those specifically set forth herein, or permits or acquiesces in any such unauthorized use by any of its agents, representative or employees.

10. At the termination of this contract, not yield up the premises furnished the Concessionaire by the NAFI in as good order and condition as when the Concessionaire began operations therein with the exception of ordinary wear.

ACTICLE IV:

That:

1. Air Force Auditor General personnel, or any person designated by the installation commander, will have the right to inspect or audit the accounts and methods of internal control established by the Concessionaire, and to make such inspection or audits as may be considered necessary to ensure strict compliance by the Concessionaire with all provisions of this contract and with applicable Air Force regulations.

2. This contract, unless sooner terminated as herein provided, may be extended for additional periods with option to extend up to five years, each of which may not exceed twelve (12) months by mutual agreement of the parties in writing, subject to approval in the same manner as this instrument.

3. This contract is automatically terminated in the event the NAFI is dissolved.

4. All monies due and payable to the NAFI from the Concessionaire on the date of this contract must be paid in full or will remain due and payable until final settlement.

HISTORICAL DATA

BOWLING CENTER FOOD AND BEVERAGE OPERATIONS

MONTHLY SALES INCOME

MARCH

APRIL

MAY

JUNE

JULY

AUGUST

SEPTEMBER

CAFÉ' 300 MENU

FFP

Provide food and beverage concessonaire operations at Andrews AFB Bowling Center in accordance with the attahched statement of work/concessionair contract. Concessionaire contractor, on a monthly basis, shall pay the NAFI an amount equal to _________________ percent of all reciepts or flat fee of $1,500.00 whichever is greater. (Base Year Period of Performance: 1 June 2008 through 31 May 2009)

FOB: Destination

SIGNAL CODE: A

NET AMT

FFP

Provide food and beverage concessonaire operations at Andrews AFB Bowling Center in accordance with the attahched statement of work/concessionair contract. Concessionaire contractor, on a monthly basis, shall pay the NAFI an amount equal to _________________ percent of all reciepts or flat fee of $1,500.00 whichever is greater. (Option Year I Period of Performance: 1 June 2009 through 31 May 2010)

NET AMT

FFP

Provide food and beverage concessonaire operations at Andrews AFB Bowling Center in accordance with the attahched statement of work/concessionair contract. Concessionaire contractor, on a monthly basis, shall pay the NAFI an amount equal to _________________ percent of all reciepts or flat fee of $1,500.00 whichever is greater. (Option Year II Period of Performance: 1 June 2010 through 31 May 2011)

NET AMT

Operate Food & Beverage Concessionaire

FFP

Provide food and beverage concessonaire operations at Andrews AFB Bowling Center in accordance with the attahched statement of work/concessionair contract. Concessionaire contractor, on a monthly basis, shall pay the NAFI an amount equal to _________________ percent of all reciepts or flat fee of $1,500.00 whichever is greater. (Option Year III Period of Performance 1 June 2011 through 31 May 2012)

NET AMT

FFP

Provide food and beverage concessonaire operations at Andrews AFB Bowling Center in accordance with the attahched statement of work/concessionair contract. Concessionaire contractor, on a monthly basis, shall pay the NAFI an amount equal to _________________ percent of all reciepts or flat fee of $1,500.00 whichever is greater. (Option Year IV Period of Performance 1 June 2012 through 31 May 2013)

NET AMT

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

DELIVERY INFORMATION

31-MAY-2009

316 SVS/SVBG (GOLF COURSE)

4442 VIRGINIA AVE

ANDREWS AFB MD 20762

301-981-4404

FOX12N

31-MAY-2010

FOX12N

31-MAY-2011

FOX12N

31-MAY-2012

FOX12N

31-MAY-2013

FOX12N

CLAUSES INCORPORATED BY FULL TEXT

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

(a) The NAFI will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

(1) PAST PERFORMANCE

(2) PRICE

Past Performance is significantly more important than Price when being evaluated.

(b) Options. The NAFI will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The NAFI may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the NAFI to exercise the option(s).

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

Addendum to 52.212-2:

BASIS FOR CONTRACT AWARD: This is a competitive selection in which competing offerors past and present performance history will be evaluated on a basis significantly more important than cost or price considerations. By submission of its offer in accordance with the instructions provided, the offeror accedes to the terms of this model contract and all such offers shall be treated equally except for their prices and performance records. The evaluation process shall proceed as follows:

A. Initially offers shall be ranked according to price, including option prices, identified in the Pricing Schedule. An offeror’s proposed prices will be determined by adding pricing in the Pricing Schedule for all contract periods.

B. Using questionnaires, the contracting officer shall seek relevant performance information on the (7) seven offerors offering the highest percentage , based on (1) references provided by the offeror and (2) data independently obtained from other NAFI, government and commercial sources. Relevant performance includes performance of efforts providing operations of food and beverage stands that are similar or greater in scope, magnitude and complexity than the effort described in this solicitation. NAFI reserves the right to seek information on lower percentage offers if none of the higher percentage offerors receive a “High Confidence” performance assessment rating. The purpose of the past performance evaluation is to allow the government to assess the offeror’s ability to perform the effort described in the solicitation, based on the offeror’s demonstrated present and past performance. The assessment process will result in an overall performance confidence assessment rating of High Confidence, Significant Confidence, Satisfactory Confidence, Unknown Confidence, Little Confidence, or No Confidence, as defined in AFFARS Mandatory Procedures 5315.3, Table 3. Past performance regarding predecessor companies, key personnel who have relevant experience, or subcontractors that will perform major or critical aspects of the requirement will not be considered as highly as past performance information for the principal offeror. Offerors with no relevant past or present performance history shall receive the rating of “Unknown Confidence”, meaning the rating is treated neither favorably nor unfavorably.

C. In evaluating past performance, the NAFI reserves the right to give greater consideration to information on those contracts deemed most relevant to the effort described in this solicitation.

D. If the highest percentage evaluated offer is judged to have a “High Confidence” performance rating, that offer represents the best value for the NAFI and the evaluation process stops at this point. Award shall be made to that offeror without further consideration of any other offers.

E. In the event that the NAFI does not make an award pursuant to paragraph D Above, the government reserves the right to award a contract to other than the highest percentage offer if that offeror is judged to have a performance assessment rating of “Significant Confidence” or lower. In that event, the Source Selection Authority shall make an integrated assessment best value award decision.

F. Offerors are cautioned to submit sufficient information and in the format specified in the proposal preparation instructions. Offerors may be asked to clarify certain aspects of their proposal or respond to adverse past performance information to which the offeror has not previously had an opportunity to respond. Adverse past performance is defined as past performance information that support a less than satisfactory rating of any evaluation element or any unfavorable comments received from sources without a formal rating system. Communication conducted to resolve minor or clerical errors will not constitute discussions and the contracting officer reserves the right to award without the opportunity for proposal revision.

G. The NAFI intends to award a contract without discussions with respective offerors. The NAFI, however, reserves the right to conduct discussions if deemed in its best interest.

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

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

(End of clause)

5352.215-9001 NOTICE OF PRE-BID/PRE-PROPOSAL CONFERENCE (MAY 1996)

(a) A pre-bid/pre-proposal conference will be conducted at 1535 Command Drive, Room E209, Andrews AFB, MD 20762 on 27 March 08 at 9:30 AM Eastern Time for the purpose of answering questions regarding this solicitation.

(b) Submit all attendees (not to exceed 4) ) Name; Date of Birth; Place of Birth; Driver’s License Number and State; Vehicle Make, Model , Year, Plate Number and State; Social Security Number and Citizenship to Gary Branch. This information must be provided by 26 March 08 2:30 PM Eastern Time in order to ensure access to the military base/conference site and adequate seating for the conference attendees. Individuals who names are not submitted timely will not be granted access to the base, no exceptions.

(c) Bidders/Offerors are requested to submit questions to the point of contact noted above not later than 24 March 08. Information provided at this conference shall not qualify the terms and conditions of the solicitation and specifications. Terms of the solicitation and specifications remain unchanged unless the solicitation is amended in writing. If an amendment is issued, normal procedures relating to the acknowledgment and receipt of solicitation amendments shall apply.

(d) A record of the conference shall be made and furnished to all prospective bidders/offerors. The record should include minutes of the meeting, including questions (on a non-attribution basis) and answers.

316 CONS-004

AAFB Environmental Standards (19 Oct 2006)

Environmental Compliance. Offerors are reminded of the environmental requirements contained in the solicitation to comply with all applicable federal, state, and local environmental statutes and regulations. In addition to the scrutiny of civil environmental regluatory and enforcement agencies, environmental compliance incidental to Air Force activities or on Air Force property is subject to Air Force scrutiny. The Air Force routinely investigates environmental violations and cooperates fully with civil authorities to secure remedies and discourage future violations. Failure to comply with environmental statutes and regulations can subject the contractor to criminal and civil penalties and/or contractual sanctions including, but not limited to, termination, suspension, and debarment, and adverse past performance assessment. Contractors can obtain specific information regarding environmental compliance mandates in 316 WG/CC Memo "Andrews AFB Environmental Standards" dated 19 Oct 2006. Additional information can be obtained by contacting the base environmental flight.

316 CONS-007

PERSONNEL SECURITY REQUIREMENTS

AFI 31-501 (1 Aug 2000)

The contractor shall not employ any person for work on this contract if such employee is identified as a potential threat to the health, safety, security, general well being or operational mission of the installation and its population, nor shall the contractor employ any person under this contract who has an outstanding criminal warrant as identified by the National Crime Information Center (NCIC). NCIC checks will verify if a person is wanted by local, state, and federal agencies. All contractor personnel must consent to NCIC background checks. Contractor personnel who do not consent to an NCIC check will be denied access to the installation. Information required to conduct an NCIC check includes: full name, driver's license number/state issued/expiration date, social security number, and date of birth of the person entering the installation and shall be submitted in conjunction with the contractor's request for vehicle passes. Completion of a successful NCIC check does not invalidate the requirement for an escort when contractor personnel are working within controlled or restricted areas.

Contractors shall ensure their employees and those of their subcontracts have the proper credentials allowing them to work in the United States. Persons later found to be undocumented or illegal aliens will be remanded to the proper authorities.

The contractor shall not be entitled to any compensation for delays or expenses associated with complying with the provisions of this clause. Furthermore, nothing in this clause shall excuse the contractor from proceeding with the contract as required. The contractor shall flow this clause down to all subcontracts.

5352.201-9101 Ombudsman.

OMBUDSMAN (AUG 2005)

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns from offerors, potential offerors, and others for this acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the ombudsman does not affect the authority of the program manager, contracting officer, or source selection official. Further, the ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of protests or formal contract disputes. The ombudsman may refer the party to another official who can resolve the concern.

(b) Before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution. Consulting an ombudsman does not alter or postpone the timelines for any other processes (e.g., agency level bid protests, GAO bid protests, requests for debriefings, employee-employer actions, contests of OMB Circular A-76 competition performance decisions).

(c) If resolution cannot be made by the contracting officer, concerned parties may contact the Center/MAJCOM ombudsmen, Vicky Revel, AFDW/A7KB, 110 Luke Avenue, Suite 200, Bolling AFB, DC 20032, (202) 767-8021, fax (202) 767-7892, email: Vicky.Revel@bolling.af.mil . Concerns, issues, disagreements, and recommendations that cannot be resolved at the MAJCOM/DRU level, may be brought by the concerned party for further consideration to the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contracting), SAF/AQC, 1060 Air Force Pentagon, Washington DC 20330-1060, phone number (703) 588-7004, facsimile number (703) 588-1067.

(d) The ombudsman has no authority to render a decision that binds the agency.

(e) Do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Contracting Officer.

(End of clause)

GENERAL & SPECIAL PROVISIONS

GENERAL PROVISIONS

l. DEFINITIONS (JAN 2005) - As used throughout this contract, the following terms and abbreviations have the meanings set forth below:

a. The term "contract" means this agreement or order and any modifications hereto.

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

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

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

e. The abbreviation “FAR” means Federal Acquisition Regulation.

2. DISPUTES (NOV 2005)

a. Except as otherwise provided in this contract, any dispute or claim concerning this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall state his decision in writing and mail or otherwise furnish a copy of it to the Contractor. Within 30 days from the date of receipt of such copy, the Contractor may appeal by mailing or otherwise furnishing to the Contracting Officer a written appeal addressed to the Armed Services Board of Contract Appeals, and the decision of the Board shall be final and conclusive; provided that if no such appeal is filed, the decision of the Contracting Officer shall be final and conclusive. The Contractor shall be afforded an opportunity to be heard and to offer evidence in support of any appeal under this clause. Pending final decision on such a dispute, however, the Contractor shall proceed diligently with the performance of the contract and in accordance with the decision of the Contracting Officer unless directed to do otherwise by the Contracting Officer.

b. A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. Contractors shall provide the certification specified below when submitting any claim..

Any person duly authorized to bind the Contractor with respect to the claim may execute the certification.“I certify that the claim is made in good faith; that the supporting data is accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am duly authorized to certify on behalf of the Contractor.”

c. This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph "a" above, provided, that nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

3. LAW GOVERNING CONTRACTS (JAN 2005) - In any dispute arising out of this contract, the decision of which requires consideration of law questions, the rights and obligations of the parties shall be interpreted and determined in accordance with the substantive laws of the United States of America.

4. LEGAL STATUS (JAN 2005) - The NAFI is an integral part of the Department of Defense and is an instrumentality of the United States Government. Therefore, NAFI contracts are United States Government contracts; however, they do not obligate appropriated funds of the United States.

5. EXAMINATION OF RECORDS (JAN 2005) - This clause is applicable under contracts that are entered into by means of negotiation and where price and costing data are required to support a determination of price reasonableness. This clause does not apply to commercial items or when the Contracting Officer determines that prices agreed upon are based on adequate price competition. The Contractor agrees that the Contracting Officer or his duly authorized representative shall have the right to examine and audit the books and records of the Contractor directly pertaining to the contract during the period of the contract and until the expiration of three years after the final payment.

6. ASSIGNMENT (JAN 2005) - The Contractor or its assignee’s rights to be paid amounts due as a result of performance of this contract, may be assigned. No assignment by the Contractor, assigning its rights or delegating its obligations under this contract will be effective and binding on the NAFI until the written terms of the assignment have been approved in writing by the Contracting Officer.

7. GRATUITIES (JAN 2005)

a. The NAFI may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this contract if it is found, after notice and hearing, by the Secretary of the Air Force or their duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent, or representative of the Contractor, to any officer or employees of the Government or the NAFI with a view toward securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such contract.

b. In the event this contract is terminated as provided in paragraph "a" hereof, the NAFI shall be entitled

(i) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of contract by the Contractor, and

(ii) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary of the Air Force their duly authorized representative) which shall be not less than three nor more than ten times the cost incurred by the Contractor in providing any such gratuities to any such officer or employee.

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

8. TERMINATION FOR CONVENIENCE (JAN 2005) - The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the NAFI. If this contract is for supplies and is so terminated, the Contractor shall be compensated in accordance with FAR, Sub Parts 49.1 and 49.2 in effect on this contract's date. To the extent that this contract is for services and is so terminated, the NAFI shall be liable only for payment in accordance with the payment provisions of this contract for services rendered prior to the effective date of termination, providing there are no Contractor claims covering nonrecurring costs for capital investment. If there are any such Contractor claims, they shall be settled in accordance with FAR, Sub Parts 49.1and 49.2.

9. CANCELLATION BY MUTUAL AGREEMENT (JAN 2005) - Should the situation warrant, the parties upon mutual agreement and no costs, may cancel this contract.

10. TERMINATION FOR CAUSE (JAN 2005)

a. (1) The NAFI may, subject to paragraphs (c) and (d) below, by written notice of cause to the contractor, terminate this contract in whole or in part if the Contractor fails to-

(i) Deliver the supplies or perform the service within the time specified within this contract or any Extension;

(ii) Make progress, so as to endanger performance of this contract (but see subparagraph (a)(2) below); or

(iii) Perform any of the other provisions of this contract (but see subparagraph (a)(2) below).

(2) The NAFI's right to terminate this contract under subdivisions (1)(ii) and (1)(iii) above, may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the Contracting Officer) after receipt of notice from the Contracting Officer specifying the failure.\

b. If the NAFI terminates this contract in whole or in part, it may acquire, under the terms and in the manner the Contracting Officer considers appropriate, supplies or services similar to those terminated, and the Contractor will remain liable to the NAFI for any excess costs for those supplies or services. However the Contractor must continue the work not terminated.

c. The Contractor shall not be liable for any excess costs if the failure to perform the contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include (1) acts of God or of the public enemy, (2) act of the NAFI in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and; (9) unusually severe weather. Defaults by subcontractors at any tier for any reason do not constitute causes beyond the control and without the fault or negligence of the Contractor.

d. If this contract is terminated for cause, the NAFI may require the Contractor to transfer title and deliver to the NAFI as directed by the Contracting Officer, any

(1) completed supplies, and

(2) partially completed supplies and materials, parts, tool dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as manufacturing materials in the clause) that the Contractor has specifically produced or acquired for the terminated portion of this contract. Upon direction of the Contracting Officer, the Contractor shall also protect and preserve property in its possession in which the NAFI has an interest.

e. The NAFI shall pay the contract price for completed supplies delivered and accepted. The Contractor and Contracting Officer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes Clause. The NAFI may withhold from these amounts any sum the Contracting Officer determines to be necessary to protect the NAFI against loss because of outstanding liens or claims of former lien holders.

f. If, after termination, it is determined that the cause by the Contractor was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for convenience of the NAFI.

g. The rights and remedies of the NAFI in this clause are in addition to any other rights and remedies provided by law or under this contract.

11. INSPECTION AND ACCEPTANCE (JAN 2005) - Inspection and acceptance will be at destination, unless otherwise provided in this contract. Not withstanding the requirements for any NAFI inspection and test contained in specifications applicable to this contract, except where specialized inspections or tests are specified for performance solely by the NAFI, the Contractor, shall perform or have performed the inspections and tests required to substantiate that the supplies provided under the contract conform to the drawings, specifications, and contract requirements listed herein, including if applicable the technical requirements for the manufacturers' part numbers specified herein. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. Acceptance of the supplies or services or a written notice of rejections must be accomplished on or before the fifth working day following delivery of the supplies or services, unless otherwise specified in this contract.

12. VARIATION IN QUANTITY (JAN 2005) - No variation in quantity of any item called for by this contract will be accepted unless authorized by the Contracting Officer.

13. PARTIAL DELIVERIES (JAN 2005) - Partial deliveries are not permitted unless authorized by the terms of the contract or approved by the Contracting Officer.

14. PAYMENTS (JAN 2005) - Partial payments will be made when deliveries are authorized or as approved by the Contracting Officer. Payments and penalties for late payments are subject to the requirements established by the Prompt Payment Act, as amended, and as implemented for NAFI's. If the NAFI makes payment but such payment fails to include a prompt payment penalty due to the Contractor within 10 days from when the contract payment is made, penalty amounts will not be paid unless the Contractor makes a written request within forty days after the date of payment.

15. HOLD AND SAVE HARMLESS (JAN 2005) - The Contractor shall indemnify, hold and save harmless, and defend the NAFI, its outlets and customers from any liability, claimed or established for violation or infringement of any patent, copyright, or trademark right asserted by any third party with respect to goods hereby ordered or any part thereof. Contractor further agrees to hold the NAFI harmless from all claims or judgments for damages resulting from the use of products or services listed in this contract, except for such claims or damages caused by, or resulting from negligence of NAFI customers, employees, agents, or representatives. Also, Contractor shall at all times hold and save harmless the NAFI, its agents, representatives, and employees from any and all suits, claims, charges, and expenses which arise out of acts or omissions of Contractor, its agents, representatives, or employees.

16. MODIFICATIONS (JAN 2005) - No agreement or understanding to modify this contract will be binding upon the NAFI unless made in writing and signed by a Contracting Officer from the office that issued the contract or its successor.

17. TAXES (JAN 2005)

a. Except as may be otherwise provided in this contract, the contract price includes all taxes, duties or other public charges in effect and applicable to this contract on the contract date, except any tax, duty, or other public charge, which by law, regulation or governmental agreement, is not applicable to expenditures made by the NAFI or on its behalf; or any tax, duty, or other public charge from which the Contractor, or any subcontractor hereunder, is exempt by law, regulation or otherwise. If any such tax, duty, or other public charge has been included in the contract price, through error or otherwise, the contract price shall be correspondingly reduced.

b. If for any reason, after the contract date of execution, the Contractor or subcontractor is relieved in whole or in part from the payment or the burden of any tax, duty, or other public charge included in the contract price, the contract price shall be correspondingly reduced; or if the Contractor or subcontractor is required to pay in whole or in part any tax, duty, of other public charge which was not applicable at the contract date of execution the contract price shall be correspondingly increased.

18. PROOF OF SHIPMENT (JAN 2005) - (Applicable to shipments outside the United States through the Surface Deployment and Distribution Command (SDDC) and Parcel Post shipments to overseas destinations.)

a. Notwithstanding any clause of this contract to the contrary, payment will be made for items not yet received, upon receipt of an invoice accompanied by an appropriate proof of shipment. If shipment is made by insured parcel post, the contractor must furnish a copy of the Insured Mail Receipt issued by the US Postal Service. Otherwise, a stamped copy of a Certificate of Mailing issued by the US Postal Service must be furnished. If shipment is made by a common carrier (rail, air or motor freight), the Contractor must furnish a signed copy of the shipping document on which items are receipted for by the common carrier. A signed receipt by a NAFI representative at the delivery point (CCP or POE) is also acceptable evidence of proof of shipment.

b. Forwarding a proof of shipment and an invoice for payment by the Contractor shall be construed as certification by the contractor that the items shipped conform to the specifications.

c. Notwithstanding any provisions of this clause or any payment made pursuant to the terms of this clause prior to receipt of the items contracted for, the NAFI retains the right to inspect upon receipt and the right to reject nonconforming items. The liability of the Contractor with respect to items for which payments have been made will, after inspection by the NAFI or after the expiration of a reasonable time following delivery to the NAFI within which inspection may be made, whichever occurs first, be limited to (i) exceptions taken at the time of inspection, and (ii) latent defects, fraud, or such gross mistakes as amount to fraud.

19. COMMERCIAL WARRANTY (JAN 2005) - The Contractor agrees that the supplies or services furnished under this contract shall be covered by the most favorable commercial warranties the Contractor gives to any customer…