Solicitation - FA480026Q0031.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30. 1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER

FA480026Q0031

6. SOLICITATION ISSUE DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME Antonio Palmer

b. TELEPHONE NUMBER (no collect calls) 7577644766

8. OFFER DUE DATE/

LOCAL TIME

10 Apr 2026

12:00 PM

9. ISSUED BY CODE: FA4800

FA4800 633 CONS LGCP

14 BURRELL ST BLDG 67, CP 757 225-1669

LANGLEY AFB, VA 23665

UNITED STATES

Antonio Palmer, Email: antonio.palmer@us.af.mil Telephone: 7577644766 Vanity Wright, Email: vanity.wright@us.af.mil Telephone: 7577642313

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR: 100

SMALL BUSINESS WOMEN-OWNED SMALL

BUSINESS (WOSB)

NORTH AMERICAN

INDUSTRY

CLASSIFICATION

STANDARD (NAICS):

812199

HUBZONE SMALL

BUSINESS

ECONOMICALLY

DISADVANTAGED WOMEN-

OWNED SMALL BUSINESS

(EDWOSB)

SIZE STANDARD:

USD 9,000,000.00

SERVICE-DISABLED

VETERAN-OWNED SMALL

BUSINESS (SDVOSB)

8(A)

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS 13a.THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM-DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

REQUEST FOR

QUOTE (RFQ)

INVITATION

FOR BID (IFB)

REQUEST FOR

PROPOSAL (RFP)

15. DELIVER TO CODE:

See Schedule

16. ADMINISTERED BY CODE:

17a. CONTRACTOR/

OFFERER

CODE FACILITY

CODE:

TELEPHONE NUMBER

18a. PAYMENT WILL BE MADE BY CODE:

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

OFFER

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

BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT

PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

See Section G - Contract Administration Data

26. TOTAL AWARD AMOUNT (For Government Use Only)

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

52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER DATED . YOUR

OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR

CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: See Schedule

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

31c. DATE SIGNED

COMPUTER GENERATED STANDARD FORM 1449 (REV. 11/2021)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

Created On:

24 Apr 2026, 13:51 PM Central Daylight Time

Solicitation/Contract Form NAF Langley Sports and Fitness Center Massage Therapy

NAF Langley Sports and Fitness Center Massage Therapy - Concessionaire Services Product Service Code: R401

FA480026Q0031

Supplies or Services & Prices or Costs Additional Information/Notes

Item Supplies / Services Quantity Unit Unit Price Amount

Langley Sports and Fitness Center Massage Therapy

Product Service Code: R401 Pricing Arrangement: Firm Fixed Price

12 Months

Option Line Item

Langley Sports and Fitness Center Massage Therapy

Product Service Code: R401 Pricing Arrangement: Firm Fixed Price

12 Months

Option Line Item

Langley Sports and Fitness Center Massage Therapy

Product Service Code: R401 Pricing Arrangement: Firm Fixed Price

12 Months

Option Line Item

Langley Sports and Fitness Center Massage Therapy

Product Service Code: R401 Pricing Arrangement: Firm Fixed Price

12 Months

Option Line Item

Langley Sports and Fitness Center Massage Therapy

Product Service Code: R401 Pricing Arrangement: Firm Fixed Price

12 Months

Description/Specifications/Statement of Work

Requirements NAF Langley Sports and Fitness Center Massage Therapy - Concessionaire Services

Packaging and Marking

Inspection and Acceptance Overall Contract Inspection/Acceptance Locations

Inspection and Acceptance Location

Both Destination Instructions: See Performance Work Statement (PWS) for Acceptance/inspection criteria.

DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: See Performance Work Statement (PWS) for Acceptance/inspection criteria.

DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: See Performance Work Statement (PWS) for Acceptance/inspection criteria.

DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: See Performance Work Statement (PWS) for Acceptance/inspection criteria.

DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Option Line Item

Inspection and Acceptance Location

Both Destination Instructions: See Performance Work Statement (PWS) for Acceptance/inspection criteria.

DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Deliveries or Performance

Line Item Delivery Schedule Quantity Address and POC

12 Months Place of Performance DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Period of Performance From 01 Jun 2026 To 31 May 2027

Option Line Item

12 Months Place of Performance DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Period of Performance From 01 Jun 2027 To 31 May 2028

Option Line Item

12 Months Place of Performance DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Period of Performance From 01 Jun 2028 To 31 May 2029

Option Line Item

12 Months Place of Performance DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Period of Performance From 01 Jun 2029 To 31 May 2030

Option Line Item

12 Months Place of Performance DoDAAC: F2Q105 CountryCode: USA

1 MSS DPF1

AF BPN NO MILSBILLS PROCESSES, 45 NEALY AVE STE 100

LANGLEY AFB, VA 23665-2032

UNITED STATES

Period of Performance From

01 Jun 2030 To 31 May 2031

Contract Administration Data

Special Contract Requirements Concessionaire Contract

This Contract is hereby made and entered into on this ___ day of ___2026, by and between the Joint Base Langley-Eustis NAF Contracting Office, on behalf of, Langley Fitness, herein after called the Nonappropriated fund instrumentality (NAFI), and ____, owner/agent of _____ hereinafter called the Concessionaire. The NAFI is a Nonappropriated Fund Instrumentality of the Department of the Air Force, and as such, no appropriated funds of the United States of America shall become due or be paid to the Concessionaire by reason of this Contract. In consideration of the agreements set forth and the payments to be made as stipulated, it is mutually agreed between the parties hereto:

1. Concessionaire will provide massage therapy as outlined in Appendix A, Schedule of Service to Authorized Patrons at Langley Fitness for the base period, beginning ____ and ending ___ with four option years and six months options.

2. NAFI will collect all funds.

3. NAFI will pay the Contractor a sum of 80% of gross sales

4. Payment of fees due to the Contractor must be made:

(Check One) (__) daily, (__) weekly, (X) monthly, or (__) at the end of the sales period and submission of the Concessionaire Settlement Report.

5. The Concessionaire must:

a. Provide products or services of a quality satisfactory to the NAFI manager or their duly authorized representative.

b. Before beginning performance under this agreement, the Concessionaire will submit a listing of items, with 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.

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

d. Comply with all applicable laws pertaining to wages, worker's compensation, equal opportunity, Service Contract Labor Standards Act, and so forth, as implemented by Air Force directives and required by law.

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

f. Keep the concession area clean, orderly, attractive, secure, and in a safe and sanitary condition to the satisfaction of the NAFI manager.

g. Employ only persons who meet the health standards prescribed by law or regulations, which pertain to the jobs for which they are hired.

h. 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 and 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. Concessionaire provides 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.

i. 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.

j. Obtain insurance for all non-Government property and merchandise used by the Concessionaire in the operation of the concession 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 theft, loss, damage, or destruction. The Concessionaire must have liability insurance commensurate with the risks involved and furnish proof of such to the Contracting Officer.

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

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

m. Maintain a Cash Collection Record, showing all income received, in accordance with instructions from the NAFI. Any failure by the Concessionaire, its servants, employees, or agents, to enter all monies received on control sheets will be cause for immediate cancellation of this contract.

6. Concessionaire will not:

a. Represent or permit itself to be represented to the public as an agent or employee of the NAFI by the 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.

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

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

d. Sell, deal in, or otherwise possess or transfer, on the concession premises, powdered alcohol or narcotics.

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

f. Sell merchandise or services for anything other than US currency, unless authorized in writing by the Contracting Officer.

g. Sell merchandise or services on credit.

h. Give or offer to any officer or employee of the NAFI, or any other part of the Federal Government, any gift, privilege, special benefit, discount, or anything else of material or personal nature whereby the individual or employee would receive preferential treatment.

7. General

a. Air Force Auditor General personnel, Public Accountant Contract Audit 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 Concessionaire, and to make such inspection or audits as may be considered necessary to ensure strict compliance by Concessionaire with all provisions of this contract and with applicable Air Force regulations.

b. This contract, unless sooner terminated as herein provided, may be extended for additional periods, each of which may not exceed 12 months by mutual agreement of the parties in writing, subject to approval in the same manner as this instrument.

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

d. Any 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.

SPECIAL PROVISIONS

(Concessionaire Contract)

1. Additional Definitions. The terms Concessionaire and Contractor are used synonymously and mean the individual, partnership, corporation, or other entity which is a party to this contract and who is responsible for all actions and applicable regulations and performance thereunder.

2. Termination: Notwithstanding the clause titled "Termination for Convenience" of the General Provisions relative to termination of this Concessionaire contract, it is mutually agreed that this Concessionaire contract may be terminated in whole or in part by either party:

a. Immediately on written notice to the other party in the event of breach of this Concessionaire contract by the other party.

b. On 1-day notice in writing to the other party. No liability ensues to either party for terminations rendered pursuant to this subparagraph b.

3. Actions To Be Taken Upon Termination (Including Expiration). Concessionaire will promptly settle its account with the NAFI, including payment in full of all amounts due, yield up the facilities and all NAFI furnished property, clean and leave premises in as good order and condition as when received (exceptions are damages due to acts of God or the US Government, and ordinary wear and tear); surrender all installation passes, decals, and so forth, and complete satisfactory settlement of all customer complaints and claims. Termination of the Concessionaire contract does not release the Concessionaire from the obligation to satisfactorily settle customer complaints and claims. The Concessionaire will promptly remove all Concessionaire owned fixtures and supplies. On failure to remove the Concessionaire's property, the Contracting Officer may cause Concessionaire's property to be removed and stored in a warehouse at the Concessionaire's expense. If the Concessionaire is indebted to the NAFI, the Concessionaire authorizes and empowers the Contracting Officer to take possession of the Concessionaire's property and dispose of same by public sale without notice, and out of the proceeds of sale, satisfy all costs and indebtedness to NAFI.

4. Indebtedness:

a. The Concessionaire will pay promptly and in accordance with the terms all indebtedness incurred in connection with the performance of this Concessionaire contract.

b. The NAFI may charge the Concessionaire for a dishonored check received from the Concessionaire, except when the bank acknowledges the return to be the result of bank error or the return is the result of a NAFI error. The amount charged by the NAFI will not exceed the administrative amount normally charged NAFI customers for dishonored checks.

5. Packaging/Price Marking. If required by the Contracting Officer, the Concessionaire will furnish, at its own expense, suitable bags, "sold" labels, and so forth, for securing a customer's purchase. If required, the packaging will be approved by the Contracting Officer. All items will be marked to reflect the selling price.

6. Claims by Concessionaire. No claim by the Concessionaire relating to this Concessionaire contract may be considered by the Contracting Officer unless such claim is submitted in writing to the Contracting Officer not later than 90 days after the effective date of termination or expiration of this Concessionaire contract. This clause does not extend the period for filing claims where specifically limited by another clause.

7. Nonwaiver of Defaults. Any failure by the NAFI to enforce or require strict performance of any terms or conditions of this Concessionaire contract will not constitute a waiver and will not affect or impair such terms and conditions in any way or effect the right of the NAFI at any time to avail itself of such remedies as it may have for breach or breaches of such terms and conditions.

8. Trade Fixtures and Supplies. The Concessionaire will furnish, at its expense, all trade fixtures and supplies required for performance of this Concessionaire contract.

9. Quality/Warranty. All products authorized for the Concessionaire to sell will be marketable and sufficient for use intended, and not be "seconds" as the term is usually understood in the trade. All items will be acceptable to the customer and the Contracting Officer and will be subject to inspection and test for workmanship and quality at all times by the Contracting Officer or designee. Any item found to have a latent defect(s) may be returned to the Concessionaire for replacement or refund as determined by the Contracting Officer.

10. Customer Complaints, Claims, and Refunds. The Concessionaire agrees to adhere to the NAFI policy of customer satisfaction guaranteed and will be responsible for refunds to customers due to customer dissatisfaction with an item or due to overcharges. All customer complaints, claims, and refunds will be resolved and made at Concessionaire's expense. Any disagreement that cannot be resolved between Concessionaire and the customer will be referred to the Contracting Officer, whose decision will be final and not subject to the Disputes clause. If the Concessionaire fails to process complaints or claims and make refunds in a timely manner, the NAFI may settle customer complaints or claims and make such refunds and charge the settlement cost to Concessionaire's account.

11. Internal Controls of Charge-Card Sales:

a. Concessionaire will establish internal control procedures consistent with provisions of this Concessionaire contract and with NAFI directives for a complete and accurate accounting of all transactions.

b. Each sale will be recorded at the time sale is made. The form will be prepared in duplicate, reflecting the applicable sales data, and signed by the customer. The original of the completed form is attached to the Concessionaire Settlement Report and submitted to the supporting NAFI accounting office. The duplicate copy is retained by the Concessionaire.

c. Concessionaire may accept national charge cards customarily recognized in their commercial trade for customer payment of purchases. Concessionaire is responsible for the payment of any fees, charge backs, and other arranged costs levied by the charge-card-issuing companies.

d. The Contracting Officer, or designee, may conduct inspections considered necessary to ensure strict compliance by the Concessionaire with all provisions of this Concessionaire contract.

12. Concessionaire Settlement Report. At the conclusion of the sales period or as specified by the Contracting Officer, Concessionaire will prepare a Concessionaire Settlement Report signed by the Concessionaire showing the gross sales for the period and percent due the NAFI, and give the NAFI the fees due for that period. The original of the form reflecting sales data will be attached. AF Form 2555 is the preferred form to be used.

13. Utilities. The NAFI will furnish sufficient quantities of space, heat, water, and electricity to satisfy the normal needs of Concessionaire for lighting, heating, drinking, sanitation, and the operation of suitable support equipment.

NOTE: If the Concessionaire is required to reimburse the United States Government for utilities furnished, then the rates are set by the installation commander and agreed to by both parties.

14. Premises. The assignment of space is revocable and is not construed as the creation of tenancy. Concessionaire is liable for any damage to or loss of the premises and NAFI furnished property or injury to persons resulting from acts or omissions of Concessionaire, its employees, or agents, whether or not covered by insurance. Sublet of any of the premises assigned or assignment to another concession is not authorized. Use of the premises and NAFI furnished property for any purpose other than those specifically set forth herein is prohibited. Concessionaire will not make any alterations in the facilities provided without prior authorization from the NAFI manager. Concessionaire will comply with installation fire and safety regulations, and applicable health and sanitation regulations. Concessionaire will post or display on the premises any sign furnished by the NAFI.

15. Taxes:

a. Concessionaire assumes complete and sole liability for all Federal, State, host country, and local taxes applicable to the property, income, and transactions of the Concessionaire, and where required by applicable laws and regulations, will collect and remit to the State applicable sales taxes. Sales taxes, which have been collected, are excluded from the computation of gross receipts in the determination of the fee payable to NAFI. The amount of taxes excluded will not exceed the actual sum payable to the State. Where required by State law or regulation, the Concessionaire will obtain and conspicuously display the State sales tax permit.

b. The Concessionaire warrants that the amount payable to the NAFI has not been reduced by the amount of any tax or duty from which the Concessionaire is exempt. If any such tax or duty has been included the pricing or consideration through error or otherwise, the contract pricing or consideration will be correspondingly reduced or adjusted. If for any reason after the contract date, the Concessionaire is relieved in whole or in part from the payment or the burden of any tax or duty included in the contract pricing or other consideration, the contract pricing and other consideration will be correspondingly reduced or adjusted.

Contract Clauses LEGAL STATUS (NAFI 1001 - 18 Aug 2014) The Nonappropriated Fund Instrumentality (NAFI), which is party to this contract, is an integral part of the Department of Defense and is an instrumentality of the United States Government. No appropriated funds of the United States shall become due or be paid the Contractor by reason of this contract.

CLAIMS (NAFI 1003.1 - 26 Mar 2014)

a. The contract is not subject to the Contract Disputes Act of 1978 (41 U.S.C. 7101-7109). All disputes arising under or relating to this contract shall be resolved under this clause.

b. "Claims," as used in this clause, means the inability of a contractor and the contracting officer to reach a mutual agreement related to contractual issues in controversy resulting in the filing of a written demand or assertion seeking payment of money, adjustment or interpretation of contract, or other relief, and issuance of a contracting officer's final decision. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under this clause. The submission may be converted to a claim under this clause, by complying with the submission requirements of this clause. if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

c. (1) A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. A claim by the NAFI against the Contractor shall be subject to a written decision by the Contracting Officer.

(2) For Contractor claims exceeding $150,000, the Contractor shall submit with the claim a certification that contains the following statement: "Subject to the False Claim Act, 31 USC 3729, I certify 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 NAFI is liable; and that I am duly authorized to certify on behalf of the Contractor."

d. For contract claims of $150,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request.

For Contractor-certified claims over $150,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

e. The Contracting Officer's decision shall be final unless the contractor appeals as provided in paragraph (f) of this clause.

f. The Contracting Officer's final decision on claims may be appealed by submitting a written appeal to with a copy to the Contracting Officer, within 90 days of receipt of the Contracting Officer's final decision. Decisions of the are final and are not subject to further appeal.

g. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

(End of Clause

CLAIMS - EXCHANGES (NAFI 1003.2 - 26 Mar 2014)

a. This contract is subject to the Contracts Disputes Act of 1978, as amended (41 U.S.C. 7101-7109), hereinafter called "The Act."

b. Except as provided in the Act, all claims arising under or relating to this contract shall be resolved under this clause.

c. "Claim" as used in this clause, means the inability of a contractor and the contracting officer to reach a mutual agreement related to contractual issues in controversy resulting in the filing of a written demand or assertion, by one of the contracting parties seeking, as a matter of right, payment of money in a certain sum, adjustment or interpretation of contract terms, or other relief, arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by Paragraphs e. and f. below. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under this clause. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

d. A claim by the contractor shall be made in writing and submitted to the Contracting Officer for a written decision. A claim by the against the Contractor shall be made by a written decision by the Contracting Officer.

e. For Contractor claims exceeding $100,000, the Contractor shall submit with the claim a signed certification that, subject to the False Claim Act, 31 USC 3729:

(1) The claim is made in good faith;

(2) Supporting data are accurate and complete to the best of the Contractor's knowledge and belief; and

(3) The amount requested accurately reflects the contract adjustment for which the Contractor believes the is liable.

f. The claim must be executed and certified by an individual with authority to bind the Contractor.

(1) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request.

For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.

(2) The Contracting Officer shall mail, or otherwise furnish, a written decision in response to a Contractor claim within the time periods specified by law. Such decision will be final and conclusive unless:

(a) Within 90 calendar days from the date of the Contractor's receipt of the final decision, the Contractor appeals the decision to the Armed Services Board of Contract Appeals (ASBCA).

(b) Within 12 months from the date of the Contractor's receipt of the final decision, the Contractor brings an action in the United States Court of Federal Claims.

g. The NAFI shall pay interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the claim (properly certified if required), or (2) the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

h. Pending final resolution on any request for relief, claim, appeal, or action arising under or relating to this contract, the Contractor will proceed diligently with the performance of this contract and will comply with the Contracting Officer's decision.

(End of Clause)

REPRESENTATIONS (NAFI 1004 - 4 Nov 2013)

a. This written contract, including identified attachments, enclosures and documents incorporated by reference, is the entire agreement between the parties. The NAFI will not be bound by any oral or written representation not included or incorporated in the written contract or a written modification thereto. The NAFI will not be bound by any terms on Contractor forms or letters unless such terms are specifically agreed to and incorporated in the contract and signed by the Contracting Officer. Except as otherwise specifically provided in this contract, all additions, changes or deletions to this contract must be prepared in writing as a modification and signed either unilaterally by the Contracting Officer or bilaterally by both parties in accordance with applicable regulations.

b. The Contractor shall not represent itself to be an agent or representative of the NAFI or any other agency or instrumentality of the United States.

(End of Clause)

EXAMINATION OF RECORDS (NAFI 1006 - 26 Mar 2014) [For use in all solicitations and contracts.]

a. The Contractor agrees that the Contracting Officer or a duly authorized representative(s) 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 expiration of three (3) years after the final payment under the contract

b. The Contractor shall include this clause in all subcontracts.

(End of Clause)

PROCUREMENT INTEGRITY (NAFI 1009 - 4 NOV 2013)

By submission of an offer or performance of this contract, the offeror or Contractor certifies with respect to this NAFI contract action:

a. That no discussion, offer, or promise of future employment or business opportunity has nor will be made to NAFI civilian or military personnel who personally and substantially participated in the contract action.

(1) That no offer, promise, or gift of any gratuity, entertainment, money, or other thing of value has nor will be made to any NAFI civilian or military personnel or any other employee of the U.S. Government or member of their family or household.

(2) That no information proprietary to other offerors or other contracting information (offeror list, prices offered, technical evaluations, rankings, etc.) is sought or obtained until it is available to the public under NAFI procedures.

(3) That no person or selling agency has been employed or retained to secure this contract for a commission, percentage, brokerage, or contingent fee except bona fide employees or bona fide established commercial selling agencies retained by the Contractor for the purpose of securing business.

b. The Contractor certifies that no gratuities (entertainment, gifts, money, kickbacks, or other things of value) were nor will be solicited or accepted by the Contractor or Contractor representative, nor from any Subcontractor or Subcontractor representative, for the purpose of obtaining or rewarding favorable treatment in connection with this contract or any subcontract under it.

c. The Contractor will report in writing to the Contracting Officer any possible violation of this clause when there are reasonable grounds to believe a violation may have occurred. The Contractor will cooperate fully with any federal agency investigation of a possible violation of this clause.

d. For breach of any of these certifications, the NAFI may terminate this contract for default, and/or deduct from amounts due under this or other contracts, or charge the Contractor for the total value of any contingent fee, gratuity, kickback or other loss to the NAFI arising out of the breach.

(End of Clause)

ASSIGNMENT OF CLAIMS (NAFI 1010 - 5 Sep 2013) [For use in ALL NAF contracts.]

a. No claims for monies due or to become due shall be assigned by the Contractor unless:

(1) approved in writing by the Contracting Officer;

(2) made in accordance with the laws and regulations of the United States of America; and

(3) permitted by the laws and regulations of the Contractor's country.

b. In no event shall copies of this contract or of any plans, specifications, or other similar documents relating to work under this contract, if marked "Top Secret," or "Confidential," be furnished to any assignee of any claim arising under this contract or to any other person not entitled to receive same. However, a copy of any part, or all, of this contract so marked may be furnished, or any information contained therein may be disclosed, to such assignee upon the prior written authorization of the Contracting Officer.

c. Any assignment under this contract shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment may be made to one party as agent or trustee for two or more parties participating in such financing. On each invoice or voucher submitted for payment under this contract to which any assignment applies and for which direct payment thereof is to be made to as assignee, the Contractor shall identify the assignee by name and complete address and shall acknowledge the validity of the assignment and the right of the named assignee to receive payment in the amount invoiced or vouchered.

(End of Clause)

ASSIGNMENT OF CLAIMS (NAFI 1010.1 - 4 Nov 2013) [For use in ALL NAF contracts.] The contractor shall not assign any right or delegate any obligations under this contract without the prior written permission of the Contracting Officer.

(End of Clause) ASSIGNMENT OF CLAIMS (NAFI 1010.2 - 4 Nov 2013) [For use in ALL NAF contracts.]

a. No claims for monies due or to become due shall be assigned by the Contractor unless (i) approved in writing by the Contracting Officer; (ii) made in accordance with the laws and regulations of the United States of America; and (iii) permitted by the laws and regulations of the Contractor's country.

b. Any assignment under this contract shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment may be made to one party as agent or trustee for two or more parties participating in such financing.

On each invoice or voucher submitted for payment under this contract to which any assignment applies and for which direct payment thereof is to be made to as assignee, the Contractor shall identify the assignee by name and complete address and shall acknowledge the validity of the assignment and the right of the named assignee to receive payment in the amount invoiced or vouchered.

(End of Clause)

CHANGES (NAFI 1012.1 - 4 Nov 2013) [For use in solicitations and fixed-price contracts for supplies.]

a. The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this Contract in any one or more of the following:

(1) If the requirement is for supplies and/or services: drawings, designs, or specifications; method of shipment or packing; description of services to be performed;

time of performance (i.e., hours of the day, days of the week, etc.); place of delivery or place of performance of services.

(2) If the requirement is for concession services (including public private ventures): specifications (including drawings and designs); method or manner of performance of work; NAFI-furnished facilities, equipment, materials, services, or site; and/or directing acceleration in the performance of work.

(3) If the requirement is for transportation services: specifications; work or services; place of origin; place of delivery; tonnage to be shipped; and/or amount of NAFI furnished property.

b. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Contract, whether or not changed by the order, the Contracting Officer will make an equitable adjustment in the Contract price, the delivery schedule, or both, and modify the Contract.

c. The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order; however, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the Contract.

d. If the Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property.

e. If the requirement is for architect-engineer or other professional services, no services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written authorization of the Contracting Officer.

f. If the requirement is for concession services (including public private ventures), the Contractor shall notify the Contracting Officer in writing within seven (7) days of the occurrence of any event that the Contractor considers a change to the Contract that has not been authorized in writing signed by the Contracting Officer. The Contractor will be deemed to have waived any right to an adjustment if timely notice is not provided to the Contracting Officer as required herein. For purposes of this clause, "event" shall include, but not be limited to, an order or direction by a NAFI or other Government official, a contested contract interpretation, interference with or interruption of the contract work, or any other event that increases the cost or time to perform the contract as compared to the cost or time that would be required if the Contractor performed the Contract in accordance with its terms.

g. Failure to agree to any adjustment shall be a "claim" under either the "Claims" or "Disputes Resolution" clause of this Contract; however, nothing in this clause shall excuse the Contractor from proceeding with the Contract as changed.

(End of Clause)

SOCIAL RESPONSIBILITY AND LABOR STANDARDS - NONRESALE (NAFI 1013 -12 MAY 2014)

By performance of this contract, the Contractor and any subcontractors shall comply with the Social Responsibility requirements addressed herein:

a. Combating Trafficking in Persons (CTIP). Applicable to all contracts, regardless of location performed.

(1) Definitions. The meanings of the terms coercion, commercial sex act, debt bondage, forced labor, involuntary servitude, severe forms of trafficking in persons, and sex trafficking are as is defined in the Trafficking Victims Protection Act of 2000, Public Law 106-386, October 28, 2000.

(2) Policy. DoD NAFIs have adopted the U.S. Government's zero tolerance policy regarding trafficking in persons. During the contract period of performance, Contractor and contractor employees shall not:

(a) Engage in severe forms of trafficking;

(b) Procure commercial sex; or

(c) Use forced labor.

(3) Contractor Requirements. Contractor shall:

(a) Notify its employees of: Zero tolerance policy described in this clause; and actions that will be taken against employees for violations of this policy. (Such actions may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment); and

(b) Take appropriate action against employees or subcontractors that violate policy in paragraph a.(2) of this clause, up to and including termination.

(4) Notification. Contractor shall inform the Contracting Officer immediately of:

(a) Any information it receives from any source (including host country law enforcement) alleging a Contractor employee, subcontractor, or subcontractor employee has engaged in conduct that violates this policy; and

(b) Any actions taken against Contractor employees, subcontractors, or subcontractor employees pursuant to this clause.

(5) Remedies. In addition to other remedies available to the NAFI, Contractor's failure to comply with the requirements of this clause may result in:

(a) Requiring the Contractor to remove a Contractor employee or employees from performance under the contract;

(b) Requiring the Contractor to terminate a subcontract;

(c) Suspension of contract or fee payments;

(d) Termination of the contract for default or cause, in accordance with the termination clause of this contract; and/or

(e) Suspension or debarment.

(6) Mitigating Factors. The Contracting Officer may consider whether Contractor had a Trafficking in Persons awareness program at the time of any violation as a mitigating factor when determining remedies.

(7) Additional information about Trafficking in Persons and examples of awareness programs can be found on the U.S. Department of State, Office to Monitor and Combat Trafficking in Persons (OMCTP) website < http://www.state.gov/j/tip/index.htm >.

b. Labor; Work Hours, Compensation and Benefits; Discipline; Freedom of Association; Discrimination; and Workspaces. Applicable to all contracts, regardless of location performed.

(1) Contractor Requirements.

(a) Labor. Contractor shall not employ any person under the age of 14 years, unless local and national laws stipulates a higher age for work or mandatory schooling, in which case the higher age will apply. Contractor shall not use force or other compulsory labor in performance of this contract, nor require employees to lodge "deposits" or identity papers upon commencing employment with the Contractor or subcontractor.

(b) Working Hours, Compensation and Benefits. Contractor shall comply with applicable local and national laws on maximum daily/weekly working hours.

Contractor shall ensure that wages paid for a standard workweek are consistent with local national laws.

(c) Safe and Healthy Workplace. Contractors shall provide employees with a safe and healthy workplace in compliance with all local and national laws.

(d) Discipline. Contractor shall not engage in or support the use of corporal punishment, mental or physical coercion, verbal abuse, or withholding passports or travel documents.

(e) Freedom of Association & Right to Collective Bargaining. Contractor shall respect the right of all employees to form and join trade unions of their choice, consistent with prevailing local and national laws and to bargain collectively without any activity that impedes or suppresses freedom of association. Contractors shall ensure that representatives of such employees are not subject to discrimination and that such representatives have access to their members in the workplace.

(f) Discrimination. Contractors shall comply consistently with local and national laws with regard to discrimination in hiring, compensation, access to training, promotion, termination, or retirement based on race, caste, national origin, religion, disability, sex, maternity status, union membership, or political affiliation.

c. U.S. Labor Statutes.

(1) Applicable to all contracts, performed within the United States. Where a statute specifies where within the U.S. it applies, the definition in the statute supersedes definitions in this clause.

(2) Definitions.

(a) "United States" in general means the 50 States, the District of Columbia, Outlying Areas, and Outer Continental Shelf lands as defined in the Outer Continental Shelf Lands Act (43 U.S.C. 1331, et seq.), but does not include any other place subject to U.S. jurisdiction or any U.S. base or possession in a foreign country (29

CFR 4.112).

(b) "Outlying Areas" means: (1) Commonwealths of Puerto Rico and The Northern Mariana Islands; (2) Territories: American Samoa, Guam, and U.S. Virgin Islands; and (3) Minor outlying islands (Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll and Wake Atoll).

(3) The Contractor shall:

(a) Comply with all applicable statutes to include, but not limited to the Fair Labor standards Act (FLSA), Service Contract Act (SCA) and Davis Bacon Act (DBA).

(b) Provide subcontractor names and performance addressees within 24 hours, if requested by the Contracting Officer.

(c) Have an effective program for monitoring compliance with applicable statutes and as applicable ensure U.S. Department of Labor (DoL) Wage and Hour Division posters in workers' language are posted at U.S. work sites.

(d) Ensure compliance with all applicable hours, wages, labor relations (including collective bargaining), workmen's compensation, working conditions and other matters pertaining to labor standards of the country, or political matters pertaining to labor standards of the country, or political subdivision thereof, where Contract is performed.

d. To ensure full compliance with requirements of this clause, the NAFI (or third party designated by the NAFI) has the right to conduct announced or unannounced inspections of any site utilized by the Contractor to perform this Contract.

e. Subcontracts. Contractor shall include this clause in all subcontracts.

(End of Clause)

RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (NAFI 1014 - 17 Nov 2014) [For use in solicitations and contracts unless an exception applies. (Please note that exceptions are rare and may need to be approved on a case by case basis.)]

a. Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Contractor shall not acquire, for use in the performance of this contract, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC's implementing regulations at 31 CFR Chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States.

b. Lists of countries, entities and individuals subject to economic sanctions are included in OFAC's List of Specially Designated Nationals and Blocked Persons at http://www.treasury.gov/resourcecenter/ sanctions. More information about these restrictions, as well as updates, is available in the OFAC's regulations at 31 CFR Chapter V and/or on OFAC's website at http://www.treas.gov/offices/enforcement/ofac.

c. The Contractor shall insert this clause in all subcontracts.

(End of Clause)

COMMERCIAL WARRANTY (NAFI 1017 - 7 Apr 2014) [For use in solicitations and contracts for supplies and services when a fixed-price contract is contemplated.] The Contractor agrees supplies or services furnished under this contract shall be covered by the most favorable commercial warranties the Contractor gives to any customer for such supplies or services. The rights and remedies provided herein are in addition to and do not limit any rights afforded to the NAFI by any other clause of this contract. Contractor shall provide printed terms and conditions of such warranty and comply with the Magnuson-Moss Warranty Act (15 U.S. CODE

(S) 2302). Warranty shall commence upon acceptance of the items and is in addition to other warranties of additional scope given by the Contractor.

(End of Clause)

TAXES (NAFI 1018.1 - 17 Nov 2014) [For use in solicitations and contracts if the contract is to be performed wholly or partly within the United States, its possessions, or Puerto Rico, when a fixed-price contract is contemplated.]

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…