Solicitation_NAF Smoothie Bar_2Aug22.pdf

2 August 2022

MEMORANDUM FOR SMOOTHIE BAR CONCESSIONAIRE

1st Special Operations Contracting Squadron/PKA 350 Tully Street Hurlburt Field, FL 32544

SUBJECT: Request for Quotation, NAF Smoothie Bar Concessionaire Contract

1. The Government intends to enter into a concessionaire contract for Nutritional Shake/Juice Bars at the Commando Fitness Center on Hurlburt Field, Florida. The contractor shall provide all services in accordance with the attached Statement of Work dated July 2022.

2. The Government will award a concessionaire contract to the responsible offeror offering the best value to the Nonappropriated Funds Instrumentalities (NAFI).

3. This contract will be awarded based on the Best Value to the Government. Offerors must submit a menu for each item listed on Attachment 2, with corresponding selling prices, ingredients, and measurements to be considered for evaluation. The evaluation factors will be technical and price.

3.1. Technical. Fruit drinks shall include real fruit, fresh or frozen. Coffee blends shall be made to order.

Nutritional supplements offered must not be included on the List of Dietary Supplements Prohibited by the Department of Defense, https://www.opss.org/dietary-supplement-ingredients-prohibited-department-defense.

Protein bars shall be made of natural ingredients. Yogurt shall include non-fat and fruit filled options. Bagels and wraps shall use fresh ingredients and lean meats.

3.2. Price. If deemed technically acceptable, the total of each priced item from the attached price list will be added together for a total menu price. If an item on the attached price list is not priced, the averge price of all offerors for that item will be used for the calculation of the total menu price. Then, the offeror with the lowest total menu price will be awarded the contract.

4. For consideration, a complete quote must be submitted via email to this office no later than 17 August 2022, 4:30PM, Central Standard Time (CST) to A1C Michael Mangum, michael.mangum.1@us.af.mil and TSgt Peter John Ungacta, peterjohn.ungacta.1@us.af.mil. Quotes must address the items identified in the Statement of Work, which will become affixed to and part of the contract.

5. If you have any questions regarding this solicitation or a potential site visit, please submit them within five

(5) business days of posting via email to A1C Michael Mangum, michael.mangum.1@us.af.mil and TSgt Peter John Ungacta, peterjohn.ungacta.1@us.af.mil.

PETER J. UNGACTA, TSgt, USAF Contracting Officer Attachments:

1. Statement of Work dated July 2022

2. Price List

3. NAF General Provisions

4. Federal Acquisition Regulation (FAR) Clauses Incorporated by Reference

5. Concessionaire Contract - Special Provisions

6. Wage Determination 2015-4531, Revision 21, Dated 27 June 2022

7. Commando Fitness Center Floor Plan

8. AFSOC down days memo

Attachment 1

STATEMENT OF WORK

SMOOTHIE BAR

July 2022

1. DESCRIPTION OF SERVICES: The Concessionaire shall furnish all labor, supplies, materials, transportation, and equipment to provide three Nutritional Shake/Juice Bar operations at the Commando, Aderholt, and Riptide Fitness Centers located on Hurlburt Field, Florida. The concessionaire will be responsible for any build-out requirements that they deem necessary within the space designated for the Smoothie Bar i.e. cabinets, countertops etc.

The only items that can be prepared on the cook top is eggs.

Smoothie Bar business must be the selected vendor's core/sole business. They must have a proven track record and is currently operational (Open for business) at other military bases. Vendor is required to provide references from each base that they are currently doing business. It will be at the director's discretion as to whom is chosen based off of references.

1.1. Detailed Scope of Work

1.2. Signs and Advertising. Must obtain approval from Fitness Center Director at (850)

884-1363, prior to installing/erecting/placing any signs or advertising inside or upon the wall of the facilities.

1.3. Products. Provide and sell the following concession items; smoothies made with fresh fruit or pureed fresh fruit consentrate, plant based smoothies, raw juices and shakes, Acai bowls, breakfast bowls, fruit cups, nutritional shakes, and coffee blends with approved supplements, protein bars, bagels, yogurt, pitas and wraps. All other products will be approved by the Fitness Center Director. All food, drink, and any other consumable items provided and served to consumers by the Concessionaire must be in accordance with Air Force Instruction 48-116, Food Safety Program, http://www.e-publishingaf.mil/.

1.4. Food, Drink, and Consumable Item Regulations.

1.4.1. All food, drink, and any other consumable items must be purchased from approved food sources in collaboration with the Public Health Office.

1.4.2. All food, drink, and any other consumable items must be stored, prepared, and serviced in accordance with the most current FDA Food Code, any supplemental changes, any governmental instructions/policies and any other local, state, and federal instructions and policies. Air Force revised editions of the Food Code are available from the Public Health office upon request.

1.5. All menu and price changes shall be submitted to and approved by the Fitness Center Director.

1.6. All food facility supervisors, managers, and Concessionaires must integrate food safety procedures into all aspects of their operation in accordance with the most current FDA Food Code https://ww.fda.gov/food/retail-food-protection/fda-food-code, any other governmental instructions, policies, and any other local, state, and federal instructions and policies.

1.7. Public Health Standards. Contractor shall be responsible for all cleaning and maintenance of the contractor’s areas to ensure compliance with all public health standards.

hours. A work schedule shall be coordinated with the Fitness Center Director on a monthly basis, the hours shall be as agreed upon between the Concessionaire and the Fitness Center Director.

1.8.1. Commando Fitness Center. The Commando Fitness Center, Building 90232, hours of operation are Monday through Friday 0600 to 2000 hours. The Commando Fitness Center is closed during federal holidays and Safety/Down days. The Nutritional Shake/Juice Bar shall open 1 October, 2022 at this location.

1.8.2. Aderholt Fitness Center. The Aderholt Fitness Center, Building 90517, hours of operation are Monday through Friday 0600 to 2000 hours. The hours of operation are Monday through Friday 0600 to 0800, 1030 to 1300, and 1530 to 1900. The hours of operation for the Aderholt Fitness Center on federal holidays and Safety/Down days are 100--1300. The Aderholt Fitness Center is closed on Thanksgiving and Christmas. The Nutritional Shake/Juice Bar shall open within 30 calendar days of notification by the contracting officer at this location.

1.8.3. Riptide Fitness Center. The Riptide Fitness Center, Building 91007, hours of operation are 0600 to 2000 hours. The hours of operation are Monday through Friday 0600 to 0800, 1030 to 1300, and 1530 to 1900. The Riptide Fitness Center is closed during federal holidays and Safety/Down days. The Nutritional Shake/Juice Bar shall open within 30 calendar days of notification by the contracting officer at this location.

1.9. Federal Holidays and Safety/Down Days. The concessionaire shall be open for service on federal holidays at the Commando and Riptide Fitness Centers. The concessionaire shall be open for service on federal holidays at the Aderholt Fitness Center during the hours of 1000- 1300, with the exception of Thanksgiving and Christmas. See attachment 3 for current list of Safety/Down Days. A current list of Safety/Down Days will be provided annually.

New Year's Day, January 1 or the Friday preceding or Monday following Martin Luther King's Birthday, 3rd Monday in January President's Day, 3rd Monday in February Memorial Day, last Monday in May Independence Day, July 4 or the Friday preceding or Monday following Labor Day, first Monday in September Columbus Day, 2nd Monday in October Veterans Day, November 11 or the Friday preceding or Monday following Thanksgiving Day, 4th Thursday in November Christmas Day, December 25 or the Friday preceding or Monday following

1.10. Security. Contractor shall ensure area is secure prior to departing the facility.

1.11. Credit Card Fees. The contractor shall be responsible for credit card fees.

1.12. Terms of the Contract. The contract will be a five year concessionaire contract.

2. GENERAL INFORMATION

2.1. Contractor Personnel Minimum Qualifications

1.8. Hours of Operation. The contractor is responsible for keeping all Nutritional Shake/Juice

2.2. Contract Manager. The contractor shall provide a contract manager who shall be responsible for the performance of the work. The name of this person and an alternate or alternates, who shall act for the contractor when the manager is absent, shall be designated in writing to the Fitness Center Director and Contracting Officer (CO) prior to the concessionaire contract start date. The contract manager and alternates shall have full authority to act for the contractor on all contract matters relating to daily operation of this concessionaire contract. The contract manager and alternate or alternates must be able to read, write, speak, and understand the English language.

2.3. Staffing requirements. Contractor shall provide trained personnel to perform the above scope of work.

2.4. The contractor shall not employ persons identified as a potential threat to the health, safety, security, general wellbeing or operational mission of the installation or its population.

2.5. Contractor Employees. Contractor personnel shall comply with all installation and facility safety and security regulations, as well as, the health, safety, and security provisions of the concessionaire contract. Contractor personnel shall report security or safety problems to the Security Police, Fitness Center Director, or Contracting Officer as appropriate.

2.6. Payment. The contractor shall be required to make a monthly payment of $500 for the Commando Fitness Center and $250 each for the Aderholt Fitness Center and Riptide Fitness Center. Payment is due on the first business day of the month. The first month of overall business shall be free. An additional 10% fee shall be charged if payment is received after the fifth of the month. All payments shall be made to the Fitness Center Director at the Aderholt Fitness Center, checks are accepted and shall be made out to “Hurlburt Force Support Squadron”.

3. CONCESSIONAIRE

Fruit drinks shall include real, fresh or fresh fruit concentrate. Coffee blends shall be made to order. Nutritional supplements offered must not be included on the List of Dietary Supplements Prohibited by the Department of Defense, https://www.opss.org/dietary-supplement-ingredients-prohibited-department-defense. Supplements shall not be prohibited by the military and approved by Fitness Center Director. Protein bars shall be made of natural ingredients. Yogurt shall include non-fat and fruit filled options. Bagels an wraps shall use fresh ingredients and lean meats.

3.1. Suggested Items. The following are suggested items: Fresh or fresh fruit concentrate and vegetable options for drinks: strawberry, banana, mango, spinach, kale, additional whole fruits, and vegetables. Additional add ins for drinks: supplemental powders not included on the List of Dietary Supplements Prohibited by the Department of Defense, https://www.opss.org/dietary-supplement-ingredients-prohibited-department-defense. Coffee drinks/blends including decaf and regular options. Food products such as bagels, and wraps with fresh ingredients and incorporating lean meats. Yogurt including non-fat and fruit filled options.

4. GOVERNMENT FURNISHED PROPERTY AND SERVICES

4.1. The Government shall provide an area for the operation of the smoothie bar.

4.2. Government shall provide the following items at listed locations:

4.2.1. Aderholt Fitness Center, Building 90517: 11ft 3in X 4ft 3in workspace with counter space, sink, and power outlets.

4.2.2. Commando Fitness Center, Building 90232: 13ft X 18ft workspace with counter space, sink, and power outlets.

4.2.3. Riptide Fitness Center, Building 91007: 9ft X 2ft workspace with counter space, sink, and power outlets.

4.3. The Government will not provide a phone line.

4.4. The Government will provide electricity and water for the operation of the Nutritional Shake/Juice Bar.

5. INSTALLATION SECURITY REQUIREMENTS

5.1. Contractor Base Pass and Identification, Special Clearances, and Vehicle Passes. The contractor shall obtain base identification and vehicle passes, if required, for all contractor personnel who make frequent visits to or perform work on Hurlburt Field, Florida. Contractor personnel are required to wear or prominently display installation identification badges or contractor-furnished contractor identification badges while visiting or performing work on the installation.

5.2. Contractor Forms. The Contractor shall be required to complete the following forms (to be provided at the Pre-performance Conference) in order for employees to gain access to the installation:

5.2.1. Hurlburt Field Contractor Access Badge Affidavit (CAB);

5.2.2. Department of Homeland Security Form I-9 (DHS I-9);

5.2.3. Contractor Employee List: This form shall list every employee requiring access to Hurlburt Field AFB. Every time employees change, it shall be updated to reflect additions and/or deletions within five business days. Identify those individuals who require escort authority by including the word “escort” next to their names. Limit the number of individuals designated as escorts to a reasonable number (i.e. one or two). For the "Work Location" portion of this form, please enter Hurlburt Fitness Center. Once completed, email the list to the CO in EXCEL or WORD format. The CO shall then prepare and attach a cover letter, and forward the Employee List to the Visitor Control Center.

5.2.4. Upon notification that the Employee List has been forwarded to the Visitor Control Center, the other two forms (DHS I-9 & CAB) shall be completed and hand carried to the Visitor Control Center by the employee. If everything is in order, they shall receive a contractor badge.

DEPARTMENT OF THE AIR FORCE

1ST SPECIAL OPERATIONS WING (AFSOC)

HURLBURT FIELD FLORIDA

Any Time…Any Place

If an employee shall be driving on Hurlburt Field they are required to provide a valid driver’s license, vehicle registration, and proof of insurance. NOTE: The section of the Visitor Control Center administrating this function is closed after 1400 (2:00 p.m.), therefore, employees must arrive prior to this time in order for their documentation to be processed.

5.3. During performance of the concessionaire contract, the contractor shall be responsible for the prompt return of credentials and vehicle passes for any employee who no longer requires access to the work site.

5.4. Upon completion or termination of the contract or expiration of the identification passes, the contractor shall ensure that all base identification passes issued to employees are returned to the issuing office.

5.5. Contractor-owned vehicle searches. Contractor-owned vehicles are subject to 100% security search prior to installation access.

5.6. Traffic Regulations. Contractor personnel shall comply with all base traffic regulations, and are subject to random vehicle speed control checks. Contractor personnel cited for speeding on the installation may suffer loss of base driving privileges, debarment from the base, or other administrative action. The use of cell phones, except hands-free phones, is prohibited while driving on Hurlburt Field.

5.7. Possession of Weapons. Contractor personnel are prohibited from possessing weapons, firearms, or ammunition, on themselves or within contractor-owned vehicles or privately-owned vehicles while on Hurlburt Field.

5.8. Threats to Safety. Contractor personnel shall immediately report any information or circumstances of which they are aware may pose a threat to the security of Department of Defense personnel, contractor personnel, resources, and classified or unclassified defense information to an appropriate Government authority.

5.9. Hurlburt Field Gate Operations. The hours of operation for Hurlburt Field gates are subject to minor modifications. The Government will notify the contractor in advance, if possible, of any changes to the hours of the gates. The normal hours of gate operations are as follows:

5.9.1. Main Gate: 24 hours a day, 7 days a week

5.9.2. Back (East) Gate: 24 hours a day, 7 days a week

5.10. Contractor personnel shall comply with all applicable laws and safety regulations.

Compliance with Occupational Safety and Health Administration (OSHA) and other applicable laws and regulations for the protection of employees is exclusively the obligation of the contractor, and the Government shall assume no liability or responsibility for the contractor’s compliance or non-compliance with such responsibilities.

Attachment 2

PRICE LIST

Price List – Include ingredients, amount, size and calorie count

Drink Menu Size Price

Smoothie 20 ounces Smoothie 32 ounces Nutrition Shake 20 ounces Nutrition Shake 32 ounces Coffee Blends 20 ounces Coffee Blends 32 ounces

Supplement Menu Proposed Supplement Name Price

Proposed Supplement 1 Proposed Supplement 2 Proposed Supplement 3 Proposed Supplement 4

Food Menu Proposed Item Name Price

Protein Bar Bagel Acai Bowl Yogurt Wrap

Attachment 3

GENERAL PROVISIONS

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

a. Contract. An agreement that creates a legal obligation. The elements of a contract are a mutual agreement; between competent parties; for a legal purpose; involving the exchange of legal consideration;

and that creates a mutuality of obligation to perform between the parties. The term contract, as used herein, includes without limitation, formal bilateral contracts, purchase orders, consignment sales agreements, amendments and modifications thereto, as well as other agreements entered into by an authorized Contracting Officer acting within his or her authority.

b. Contracting Officer. An individual delegated the authority to legally bind the NAFI by entering into, modifying, administering, and terminating contracts.

c. Contractor. Any legal entity that is awarded a contract. The Contractor is the party responsible for and agrees to furnish supplies and/or services at specified prices/rates and/or to pay the NAFI mutually agreed to commissions and/or fees in conjunction with providing services to NAFI customers under this contract. Contractor may include, but is not limited to the following terms "vendor," "seller," "supplier," “manufacturer,” “distributor,” “concessionaire” and/or "licensee."

d. Contracting Officer’s Representative (COR). An individual authorized in writing by a Contracting Officer to monitor Contractor performance and/or help administer a contract. Definition applies to Contracting Officer’s Technical Representative (COTR) and Alternate COR (ACOR).

e. Day. A day means, unless otherwise provided, a 24 hour period of time denoted as midnight to midnight of a calendar day, unless the last day of a specified number of days within which the contractor must file a claim or notice with the Contracting Officer falls on Saturday, Sunday or a federal holiday, in which case the last day shall be the next business day denoted as Monday through Friday.

f. Nonappropriated Fund Instrumentality (NAFI). A DoD organizational and fiscal entity supported in whole or in part by Nonappropriated Funds. A NAFI, as an instrumentality of the U.S. Government, enjoys the same immunities and privileges as the U.S. Government in the absence of specific Federal statute. It is not incorporated under the law of any State, but has the legal status of an instrumentality of the United States. References to United States, the Government, and other related references will generally be implied to mean the NAFI throughout this contract.

2. LEGAL STATUS - 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.

3. CLAIMS

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.

(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.”

(3) 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.

c. The Contracting Officer’s decision shall be final unless the contractor appeals as provided in paragraph

(d) of this clause.

d. The Contracting Officer’s final decision on claims may be appealed by submitting a written appeal to Armed Services Board of Contract Appeals with a copy to the Contracting Officer, within 90 days of receipt of the Contracting Officer’s final decision. Decisions of the Armed Services Board of Contract Appeals are final and are not subject to further appeal.

e. 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.

4. REPRESENTATIONS

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.

5. ADVERTISEMENTS - The Contractor shall not represent in any manner, expressly or by implication, that items or services purchased or sold under this contract are approved or endorsed by any element of the U.S. Government, including the NAFI. All Contractor advertisements that refer to the NAFI or a NAFI activity will contain a statement that the advertisement was neither paid for nor sponsored, in whole or in part, by the U.S. Government or the NAFI.

6. EXAMINATION OF RECORDS

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.

7. HOLD AND SAVE HARMLESS - The Contractor agrees to indemnify and hold harmless the NAFI and any other agency or instrumentality of the United States, and their officers, agents, and employees, from any loss, expense, damage, injury, claim, suit or judgment (including administrative actions taken against the NAFI by other federal, state or local agencies) arising from the Contractor’s (employees, agents or subcontractors) acts or omissions or the items/services provided pursuant to the contract (including any patent, copyright, or trademark infringement claimed by a third party in connection with the items/services provided by the contractor). Nothing contained herein, however, shall relieve or be construed as relieving the NAFI or any other agency or instrumentality of the United States from any liability resulting from its negligence.

8. INSURANCE

a. The Contractor shall, at its own expense, provide and maintain during the entire performance period of this contract at least the insurance coverage as stated in this contract. In no event shall the coverage be less than the minimum requirements established by applicable state and local regulations and laws for the risk associated with the services to be provided by the contract. The Contractor shall be fully responsible to the NAFI for errors and omissions of its associates and subcontractors under this contract.

b. The Contractor shall furnish to the Contracting Officer a current certificate of insurance prior to the commencement of performance under the contract. The “INSURED” block of the Certificate of Insurance must list both the Contractor’s name / (or Contractor’s d.b.a. name) and the contract number.

The Certificates of Insurance shall evidence that all lines of insurance coverage required by the contract are in effect, and that not less than thirty (30) days prior written notice shall be provided to the Contracting Officer in the event of modification, cancellation, or non-renewal of any portion of the insurance coverage(s). All certificates of insurance must list the NAFI as the certificate holder, name the NAFI and the United States as additional insureds, and carry an endorsement waiving the Contractor’s rights to subrogation against the NAFI and the United States.

9. PROCUREMENT INTEGRITY

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.

10. ASSIGNMENT OF CLAIMS - The Contractor cannot assign any right or delegate any obligations under this contract without the prior written permission of the Contracting Officer.

11. TERMINATION FOR CONVENIENCE - The Contracting Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the NAFI. If this contract is for supplies 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 49.1 and 49.2.

12. CANCELLATION BY MUTUAL AGREEMENT - Should the situation warrant, the parties upon mutual agreement and no costs, may cancel this contract without further recourse to the other and mutual release of any further obligations.

13. TERMINATION FOR CAUSE

a. 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-

(1) Deliver the supplies or perform the service within the time specified within this contract or any extension;

(2) Make progress, so as to endanger performance of this contract (however, see paragraph b. below); or

(3) Perform any of the other provisions of this contract (however see paragraph b. below).

b. The NAFI's right to terminate this contract under paragraph a. 2. and a. 3. 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.

c. 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.

d. 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. 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

(9) Unusually severe weather

e. 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.

f. 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.

g. 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.

h. 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.

i. This contract is automatically terminated for the convenience of the government in the event the NAFI is dissolved.

14. CHANGES

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.

15. SOCIAL RESPONSIBILITY AND LABOR STANDARDS – NONRESALE

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 < http://www.state.gov/documents/organization/10492.pdf >.

(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.

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 and 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, gender, sexual orientation, 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).

d. The Contractor shall:

(1) Comply with all applicable statutes to include, but not limited to the Fair Labor standards Act (FLSA), Service Contract Labor Standards Statute and Construction Wage Rate Requirements.

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

(3) 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.

(4) 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.

e. 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.

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

16. INSPECTION AND ACCEPTANCE - Inspection and acceptance will be at destination, unless otherwise provided in this contract. Notwithstanding 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 manufacturer’s part numbers specified herein. The Contractor shall only tender for acceptance only those items that conform to the requirements of this contract. The NAFI reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The NAFI 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 third working day following delivery of the supplies or services, unless otherwise specified in this contract.

17. COMMERCIAL WARRANTY - fixed-price contract - 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 § 2302). Warranty shall commence upon acceptance of the items and is in addition to other warranties of additional scope given by the Contractor.

18. TAXES

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 a subcontractor is required to pay in whole or in part any tax, duty, or other public charge which was not included in the contract price and which was not applicable at the contract date of execution, the contract price shall be correspondingly increased.

c. No adjustment of less than $250 shall be made in the contract price pursuant to this clause unless otherwise waived at the unilateral discretion of the Contracting Officer.

d. With respect to foreign taxes, NAFIs located in foreign countries will not pay to nor collect for any foreign country or political subdivision any tax unless the United States has consented to levy collection by treaty, convention, or executive agreement.

19. INVOICES

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

(1) Invoice date;

(2) Name of Contractor;

(3) Contract number (including order number, if any), contract line item number, contract description of supplies or services, quantity, contract unit of measure and unit price, and extended total;

(4) Shipment number and date of shipment (Bill of Lading number and weight of shipment will be shown for shipments on Government Bills of Lading);

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

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

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

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

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

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

(3) Payment terms (e.g., "Net 20") offered by the contractor will not be deemed required payment dates.

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

(i) After receipt of improper invoice and prior to notice of any defect or impropriety, but not to exceed three days for meat and meat food products, five days for perishable agricultural commodities, and 15 days in all other cases, and

(ii) Between the date of a notice of any defect or impropriety and the date a proper invoice is received.

When the notice is in writing, it shall be considered made on the date shown on the notice.

20. LAW GOVERNING CONTRACTS -…