Aerospace Clauses.pdf

SPE601-12-R-0319

AEROSPACE CLAUSES

SCHEDULE OF SUPPLIES/SERVICES

B0001 B1.09-2 SUPPLIES TO BE FURNISHED (INDEFINITE QUANTITY) (AEROSPACE ENERGY) (DLA ENERGY JAN 2012)

(a) This is an indefinite quantity contract for the purchase of supplies (and/or services, if applicable) to be furnished during the contract term. The delivery points, methods of delivery, and estimated quantities are specified in the Schedule as contract line item numbers (CLINs). The quantities shown are best estimates of required Government quantities only. Unless otherwise specified, the total quantity ordered and required to be delivered/loaded may be greater than or less than such quantities as allowed by the VARIATION IN QUANTITY clause.

(b) The following provisions apply ONLY if the applicable box is checked:

(1) [ ] This is a REQUIREMENTS-TYPE contract. The Government agrees to order from the Contractor and the Contractor shall deliver, if orders are placed by the DLA Energy Contracting Officer during the contract period, all items awarded under this contract, as allowed by the REQUIREMENTS clause. A Blanket Delivery Order is considered “an order”, for the purposes of this contract provision.

(2) [ X ] This is an INDEFINITE DELIVERY/INDEFINITE QUANTITY contract. The Government agrees to order from the Contractor and the Contractor shall deliver, if orders are placed by the Contracting Officer during the contract period, at least the quantity of supplies or services designated in the Schedule as the “minimum”, as allowed by the INDEFINITE QUANTITY clause. A Blanket Delivery Order is considered “an order”, for the purposes of this contract provision

(3) [ X ] Orders issued by the Ordering Officer at the destination location are considered extensions of the Blanket Delivery Order issued by the DLA Energy Contracting Officer and, as such, may be issued orally, by facsimile or by electronic commerce methods, as allowed by the ORDERING clause.

(4) [ X ] The unit prices specified below shall be fixed for the term of the contract.

(5) [ X ] The prices paid shall be the unit prices specified in subsequent price change modifications issued in accordance with the ECONOMIC PRICE ADJUSTMENT clause or contract provision, as contained in the solicitation and any resultant contract.

(6) [ ] Items of this contract call for f.o.b. destination delivery, unless the item specifies otherwise. The destination for each item is the point of delivery shown in the particular item. Inspection for quality will be at origin with final acceptance at destination. Applicable to CLIN(s) ____________________________________.

(7) [ ] F.o.b. destination item(s) called for under this contract shall have shipment quantity determinations performed at destination.

(8) [ X ] Items of this contract call for f.o.b. origin delivery, unless the item specifies otherwise. Inspection and acceptance will be at origin. Applicable to CLIN(s) 0001, 0002, 0003. 0004, 0005, and 0006

(9) [ ] Any offers received for less than the full quantity for each line item will be rejected by the Government.

(10) [ ] A copy of the certified weight ticket shall accompany each shipment.

(11) [ X ] A copy of the Certificate of Analysis shall accompany each shipment.

(12) [ X ] An original and one copy of the H-14 Transport Equipment Delay Certificate shall be provided with each shipment, if applicable.

C0001 C1.02 ASSIST DATABASE OF SPECIFICATIONS (DLA ENERGY MAR 2011)

Unless otherwise specified, current versions of defense or federal specifications and standards, military handbooks, commercial item descriptions, qualified product lists, and other related technical documents cited in this solicitation/contract can be accessed from the Department of Defense (DoD) Acquisition Streamlining and Standardization Information System (ASSIST) database at https://assist.daps.dla.mil/ or http://dodssp.daps.dla.mil/ under ASSIST-Quick Search. ASSIST is the official source for all Defense Standardization Program documents and contains the most current information on documents prepared by DoD, as well as information on how to acquire referenced non-Government standards that have been adopted for DoD use. Those who register for an ASSIST account may establish profiles to receive automatic E-mail alerts when changes are planned or made to documents of interest by selecting criteria on the [Alert Portal Profile Maintenance] screens accessed from the [User Profile] menu. Users may also view or download a bi-monthly summary of changes to the ASSIST database from the DoD Single Stock Point website (http://dodssp.daps.dla.mil/) under the [ASSIST Update] menu.

https://assist.daps.dla.mil/ http://dodssp.daps.dla.mil/ http://dodssp.daps.dla.mil/

SECTION D – PACKING AND MARKING

D0001 D10 PACKAGING REQUIREMENTS (AEROSPACE ENERGY) (DLA ENERGY MAR 2009)

(a) The Contractor shall be responsible for ensuring the hazardous materials shipment is in full compliance with all applicable packaging/packing, marking, labeling, placarding, blocking and bracing, and palletizing and shipping certifications in force and effect on the date of the shipment in accordance with the following applicable rules and regulations for the individual hazard, ultimate destination, and mode of transportation:

(1) Title 49 of the Code of Federal Regulations (49 CFR) -- Packaging.

(2) DLAI 4145.3, Preparing Hazardous Materials for Military Air Shipments.

(3) International Air Transport Association (IATA) -- Dangerous Goods Regulations.

(4) International Civil Aviation Organization (ICAO) -- Technical Instructions for the Safe Transportation of Dangerous Goods by Air.

(5) International Maritime Organization (IMO) -- International Maritime Dangerous Goods (IMDG) Code (for overseas shipments by vessel).

(6) MIL-STD 129, Standard Practice for Military Marking (for military destinations).

(7) MIL-STD-147, Department of Defense Standard Practice, Palletized Unit Loads.

(8) ASME MH 1.8, Wood Pallets.

(b) Contractor commercial packaging (ASTM D 3951) shall also be in compliance with the requirements listed.

D0002 D15 CONTRACTOR SEAL REQUIREMENT (AEROSPACE ENERGY) (DLA ENERGY OCT 2006)

(a) The Contractor shall place tamper indicating devices (TIDs) such as a seal or cap on the shipping container(s) immediately after filling and sampling. The TIDs shall be placed on the containers in such a manner that pilferage or tampering of the product could only be accomplished by breaking or otherwise destroying the TID. This may require the application of several TIDs on each shipment container.

(b) Where possible, the TID shall be printed with a serial number. The container number and TID number(s) shall be recorded on the certificate of analysis and on the shipping documents. Monthly equipment inventory reports provided to DLA Energy by the Contractor shall include container numbers as well as corresponding TID numbers.

(c) TIDs shall not be removed from a container unless authorized by DLA Energy. If a TID is broken or no longer intact, the Contractor shall contact the Contracting Officer for further instructions. If the Contractor is instructed to place a new TID on the container, the new TID number (if applicable) shall be noted, along with the container number, as stated in paragraph (b) above.

SECTION E – INSPECTION AND ACCEPTANCE

E0001 E1.15 CONTRACTOR INSPECTION RESPONSIBILITIES (AEROSPACE ENERGY) (DLA ENERGY APR 2006)

(a) QUALITY CONTROL PLAN.

(1) The Contractor shall provide and maintain an inspection system and a written Quality Control Plan (QCP) acceptable to the Government. If the Contractor is ISO certified Q91 (ISO9001) Quality Management Systems, they have the option to offer their Q91 inspection system as their QCP provided their Q91 written plan incorporates all the QCP elements identified below.

The QCP shall be established and reviewed for adequacy by the Quality Representative (QR) prior to commencement of production or services.

(2) The QCP shall include--

(i) A schematic diagram of plant facilities pertinent to the inspection system indicating all inspection points;

(ii) Sampling procedures.

(iii) Sample testing methods/procedures;

(iv) Analytical and measuring equipment calibration program;

(v) Loading/shipping procedures;

(vi) Records maintenance and reports preparation/distribution; and

(vii) Corrective action procedures.

(b) The Contractor shall perform all inspection tests required by the specification/item description of the supplies to be furnished under this contract or shall have such tests performed in a laboratory acceptable to the Government. The Contractor shall notify the QR in sufficient time to permit inspection by the Government. When such tests are performed at origin on supplies to be accepted at destination, documentation that will enable verification of the original test results shall be provided to the Government at the time of acceptance.

E0002 E22.01 QUALITY REPRESENTATIVE (DLA ENERGY JUL 1992)

The Quality Office assigned inspection responsibility under this contract is: TO BE CITED AT TIME OF AWARD.

E0003 E33.10 MANUFACTURING AND FILLING POINTS (AEROSPACE ENERGY) (DLA ENERGY JUL 2008)

(a) Provide the name, complete addresses and telephone number of the manufacturing and filling points for each product to be furnished, and identify the filling points as primary or secondary.

NAME, COMPLETE ADDRESS

AND TELEPHONE NUMBER OF

PRODUCT MANUFACTURING POINT/FILLING POINT

NSN: 9135-00-525-1620

(GRADE A) PRESSURIZING AGENT,

GASEOUS HELIUM (CYLINDER)

TYPE I, GRADE A, 99.995%, IAW

MIL-PRF-27407C, DATED 29 NOV 06

NOTE: - Also provide address of nearest aerial/sea port to offeror’s fill point

(b) Suppliers that list primary and alternate manufacturing/filling points for supporting the same requirement shall provide a 30 calendar day notice to the Government prior to offering an initial shipment from an alternate manufacturing/filling point.

(c) For f.o.b. origin shipments, the contract price shall not be adjusted if a Contractor uses a different fill location other than the primary fill point during contract performance. However, if the use of the alternate fill point results in increased costs to the Government, such as transportation costs, the Contractor agrees to reimburse the Government for those increased costs.

E0004 E35 NONCONFORMING SUPPLIES AND SERVICES (DLA ENERGY FEB 2011)

(a) DEFINITION: As used in this clause:

Deviation is defined as a written authorization granted after contract award and prior to manufacture of an item, to depart from a particular performance or design requirement of a contract, specification, or referenced document, for a specific number of units or specific period of time, normally the duration of the contract.

Extraordinary situation means the matter cannot await resolution until the next DLA Energy business day (0800 to 1630 hours EST, Monday through Friday, Federal Holidays excluded).

Waiver is defined as a written authorization granted after contract award to accept a configuration item or other designated item which, during production or after having been submitted for inspection, is found to depart from specified requirements, but nevertheless is considered suitable for use “as is” or after repair by an approved method. Approval is on a case-by-case basis and is normally for a set period of time.

(b) The Government may, at its discretion, accept nonconforming supplies or services. In such cases, the Contractor must obtain a deviation or waiver from the Contracting Officer prior to acceptance.

(c) The following procedures shall be used to request a deviation or waiver.

(1) Requests for deviations and waivers shall be submitted by the Contractor to the Contracting Officer with a copy to the appropriate Inspection Office referenced in the LIST OF INSPECTION OFFICES FOR DLA ENERGY CONTRACTS or QUALITY REPRESENTATIVE clause of this contract. Each request shall provide the following information: Contractor name;

name and contact information of the contractor’s authorized negotiator; contract number; contract line item number and product nomenclature, clause number, paragraph and subparagraph, as appropriate; the nature of the request; the reason for the request; the corrective action being taken by the Contractor to correct and prevent recurrence of the condition(s) causing the nonconformance; and an agreement to pay an equitable price reduction, estimated and proposed by DLA Energy, over and above the administrative fee, contingent on the impact of the specific circumstances on DLA Energy relative to approval of the deviation or waiver.

(2) In extraordinary situations, the Contractor may initially submit a verbal request for a waiver, but not a deviation, to the Contracting Officer. Written requests shall be submitted to the Contracting Officer by the next DLA Energy business day (0800 to 1630 hours EST, Monday through Friday, Federal Holidays excluded). If the Contracting Officer cannot be reached, the Duty Officer shall be contacted to provide the necessary information to the proper individuals as soon as possible. The Duty Officer's telephone number is (800) 286-7633 or (703) 767-8420.

(3) If a deviation or waiver is granted, the contract will be modified to accept the nonconforming supplies or services and to require the Contractor to provide an equitable price reduction or other adequate consideration commensurate with the deviation or waiver being granted. If the situation warrants, a deviation or waiver may be granted without prior agreement on price reduction or other consideration, subject to agreement by the Contractor, or its representative, to subsequent negotiation. Such an agreement, in addition to a brief description of the terms of the deviation or waiver, shall be documented on the shipping document or other appropriate correspondence. After negotiations, failure to agree on adequate consideration shall be a dispute concerning a question of fact within the meaning of the Disputes paragraph of the CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause of this contract.

(4) If a deviation or waiver is granted and the nonconforming supplies are accepted, then in no event will consideration be less than $500, which covers administrative costs, plus any additional cost of Government reinspection or retest, if necessary.

(5) If a deviation or waiver is granted modifying this contract, but the supplies accepted are subsequently determined to be in conformity with contract specifications, the Contractor shall still be obligated to pay the consideration originally agreed upon in support of the deviation or waiver. If, however, this consideration exceeds $1000, a second contract modification shall be issued reducing the Contractor's obligation to $1000 (the administrative cost of issuing the two required modifications), plus, if appropriate, any cost of Government reinspection or retest performed as a result of the deviation or waiver being granted.

(d) When notification of nonconforming supplies is received after the supplies have been accepted, and the Government determines not to exercise its right to reject or to require correction under the INSPECTION OF SUPPLIES – FIXED- PRICE, INSPECTION OF SERVICES – FIXED PRICE, or CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS clause, then in no event will consideration be less than $500 to cover administrative costs. This $500 fee is in addition to—

(1) Consideration commensurate with the extent of nonconforming supplies; and

(2) Cost of Government reinspection or retest, if necessary.

The administrative fee will apply to each claim letter issued for off-specification product delivered to an activity.

(e) Contractors shall be held responsible for payment of any fines or penalties imposed on a receiving activity by an environmental enforcement agency, resulting from the delivery of nonconforming supplies under a DLA Energy contract.

(f) Repeated tender of nonconforming supplies or services, including those with only minor defects, will be discouraged by appropriate actions, including, but not limited to, rejecting the supplies or services whenever feasible and documenting the Contractor's performance records.

SECTION F – DELIVERIES AND PERFORMANCE

F0001 F1.36 DETERMINATION OF QUANTITY (PROPELLANTS, CRYOGENICS AND GASES) (AEROSPACE

ENERGY) (DLA ENERGY APR 2006)

(a) QUANTITY. The quantity of supplies furnished under this contract shall be determined according to one of the following methods:

(1) DELIVERIES INTO OR BY PIPELINE.

(i) F.O.B. ORIGIN.

(A) On items requiring delivery at the Contractor's terminal or plant, the quantity shall be determined by a calibrated flow meter.

(B) The Government retains the right to have a representative witness quantity measurements performed by the Contractor.

(ii) F.O.B. DESTINATION.

(A) At the Government’s option, quantity determinations will be made at the receiving activity on the basis of a calibrated flow meter.

(B) The Contractor has the right to have a representative witness quantity measurements performed by the Government.

(C) If the Government does not opt to perform quantity determinations at the destination (see schedule), the Contractor shall determine quantity on the basis of a calibrated flow meter.

(D) The Government retains the right to have a representative witness quantity measurements performed by the Contractor.

(2) DELIVERIES BY OTHER THAN PIPELINE.

(i) F.O.B. ORIGIN.

(A) On items requiring delivery at the Contractor's terminal or plant, the quantity shall be determined (at the Contractor's option) on the basis of--

(a) Calibrated flow meter.

(b) Weight using calibrated scales.

(c) Pressure Temperature Fill Charts/Calculations (for gaseous cylinders and tube trailers).

(B) The Government retains the right to have a representative witness quantity measurements performed by the Contractor.

(ii) F.O.B. DESTINATION.

(A) At the Government’s option, quantity determinations will be made at the receiving activity on the basis of—

(a) Calibrated flow meter.

(b) Weight using calibrated scales.

(c) Pressure Temperature Fill Charts/Calculations (for gaseous cylinders and tube trailers).

(B) The Contractor has the right to have a representative witness quantity measurements performed by the Government.

(C) If the Government does not opt to perform quantity determinations at the destination (see Schedule), the Contractor shall determine quantity on the basis of--

(a) Calibrated flow meter.

(b) Weight using calibrated scales.

(c) Pressure Temperature Fill Charts/Calculations (for gaseous cylinders and tube trailers).

(D) The Government retains the right to have a representative witness quantity measurements performed by the Contractor.

(b) MEASUREMENT STANDARDS. Weight scales used in determining net shipping volumes shall be certified as calibrated within the frequency required by local regulation. If no local regulation exists, the frequency of calibration shall be conducted in accordance with weight scale manufacturer recommendation or every six months, whichever is more frequent. All flow meters used in determining product volume shall be calibrated within the frequency required by local regulation (foreign or domestic). If no local regulation exists, then the frequency of calibration shall be that recommended by the meter manufacturer or every six months, whichever is more frequent. Pressure gauges and thermometers used to calculate fill quantities for gaseous cylinders and tube trailers shall be calibrated at least every six months. The net quantity shipped shall be reported on the DD Form 250 or commercial equivalent, whichever is applicable.

F0002 F3.04 TRANSPORTATION OF HAZARDOUS MATERIALS (AEROSPACE ENERGY) (DLA ENERGY APR 2006)

The Contractor shall be responsible for ensuring the transportation of hazardous materials is in full compliance with all applicable rules and regulations below that are in force and effect on the date of the shipment for the individual hazard, ultimate destination, and mode of transportation:

(a) Title 49 of the Code of Federal Regulations (49 CFR) -- Transportation.

(b) DLAI 4145.3, Preparing Hazardous Materials for Military Air Shipments.

(c) International Air Transport Association (IATA) -- Dangerous Goods Regulations.

(d) International Civil Aviation Organization (ICAO) -- Technical Instructions for the Safe Transportation of Dangerous Goods by Air.

(e) International Maritime Organization (IMO) -- International Maritime Dangerous Goods (IMDG) Code (for overseas shipments by vessel).

F0003 F7 DELAY OF CARRIER EQUIPMENT (DETENTION) (AEROSPACE ENERGY) (DLA ENERGY APR 2006)

Detention charges at the Contractor’s facility for delay of the carrier’s equipment in excess of the carrier’s tariff/tender allowable free time is to be documented on the carrier’s Transport Equipment Delay Certificate. Both the carrier driver and the Contractor must sign the certificate.

Documentation shall include the time and date the carrier driver arrived, the time and date the carrier driver departed, and the reason(s) for the delay.

Documentation shall be provided to the carrier driver prior to his departure from the facility.

F0004 F21 CONTRACTOR NOTICE REGARDING LATE DELIVERY (DLA ENERGY MAY 2009)

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery Schedule or date, it shall immediately notify the Contracting Officer, in writing, giving pertinent details. This data shall not be construed as a waiver by the Government of any delivery Schedule or date or of any rights or remedies provided by law or under this contract.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H0001 H15 TRANSPORTATION REQUIREMENTS FOR F.O.B. ORIGIN SHIPMENTS BY TANK TRUCK,

TRUCKLOAD, AND/OR LESS THAN TRUCKLOAD (CYLINDER/DRUM) (AEROSPACE ENERGY) (DLA

ENERGY OCT 2008)

(a) The address for the Transportation Office (TO) referred to in this clause is—

ATTN: DLA ENERGY-MIP

BUILDING 1621

1014 BILLY MITCHELL BLVD

SAN ANTONIO, TX 78226-1859

PHONE: (210) 925-1579

FAX: (210) 925-1319

(b) For the purposes of this clause and shipments made under the contract, a cylinder/drum may be considered “truckload” or “less than a truckload.”

(c) Shipments will be made on Commercial Bills of Lading (CBLs) in accordance with appropriate regulations. A CBL will be furnished by the TO in advance of the anticipated shipping date. In the event that a CBL is not provided prior to the shipment and under the direction of the TO, a carrier/contractor bill of lading may be used. The Contractor shall complete and distribute the CBLs as noted on the routing instructions furnished by the TO. The Contractor shall annotate on the CBL the weight/gallons, seal numbers, and signature of the agent. The Contractor shall fax the completed CBL to the TO.

(d) The Contractor is responsible for—

(1) Contacting and scheduling the carrier in for loading, when directed by the TO in the routing instructions;

(2) Inspecting all shipping conveyances prior to loading to insure that product loaded will not be lost or contaminated by the condition of the equipment. Tank truck inspection must be performed by qualified Contractor personnel. Delegation of this responsibility shall not be passed to the tank truck operator/driver; and

(3) Loading of transport equipment shall be in accordance with 49 CFR. The Contractor is liable for reimbursement to the Government for damage to any equipment caused by the failure to load, block, and brace the shipment in accordance with acceptable standards set forth therein.

(4) DD Form 626, Motor Vehicle Inspection (Transporting Hazardous Materials). The Contractor is required to fill out the DD Form 626 using one of the options provided below for all shipments of hazardous materials:

(i) The carrier will submit a copy of the vehicle mechanical inspection performed at the carrier’s terminal. Annotate in Block 15 of the DD Form 626 that “the carrier performed the vehicle mechanical inspection (Section II) and a copy of the inspection is attached to the DD Form 626” (making sure the shipper knows he/she is to attach the inspection to the DD Form 626). The Contractor is required to sign in Block 16.

(ii) If the carrier does not have a copy of the vehicle mechanical inspection, the Contractor should annotate in Block 15 of the DD Form 626 that “the vehicle mechanical inspection (Section II) was performed by the carrier” and the driver shall sign the DD Form 626.

(iii) A copy of the signed and dated DD Form 626, along with a completed CBL, shall be faxed to the TO.

(5) On the day of shipment, the Contractor shall provide a Report of Shipment within 4 hours of departure or within 2 hours the next day (if contact cannot be made on the day of shipment) to the TO. The Report of Shipment may be made by fax or phone and must include the following information:

(i) CBL Number.

(ii) Name of Carrier.

(iii) Carrier Progressive (Pro) Number.

(iv) Tractor and Trailer Name.

(v) Departure Date and Time.

PART II - CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

I0001 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (AEROSPACE ENERGY) (TAILORED)

(DLA ENERGY) (FEB 2012)

(a) INSPECTION/ACCEPTANCE. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) ASSIGNMENT. The Contractor or its assignee may assign its rights to receive payment due, as a result of performance of this contract, to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes a payment (e.g., use of the Government-wide commercial purchase card), the Contractor may not assign its right to receive payment under this contract.

(c) CHANGES. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) DISPUTES. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, DISPUTES, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) DEFINITIONS. The clause at FAR 52.202-1, DEFINITIONS, is incorporated herein by reference.

(f) EXCUSABLE DELAYS. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.

The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) INVOICE. The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(1) Name and address of the Contractor;

(2) Invoice date and number;

(3) Contract number, contract line item number, and, if applicable, the order number;

(4) Description, quantity, unit of measure, unit price, and extended price of the items delivered;

(5) Shipping number and date of shipment including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(6) Terms of any prompt payment discount offered;

(7) Name and address of official to whom payment is to be sent; and

(8) Name, title, and phone number of person to be notified in event of defective invoice.

(9) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(10) Electronic funds transfer (EFT) banking information.

(i) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(ii) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer – Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer – Other Than Central Contractor Registration), or applicable agency procedures.

(iii) EFT banking information is not required if the Government waived the requirement to pay by EFT.

Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) PATENT INDEMNITY. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) PAYMENT.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purposes of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

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

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

(B) Affected contract number and delivery order number, if applicable;

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

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this DLA Energy FAR Tailored clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days.

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this DLA Energy FAR Tailored clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) RISK OF LOSS. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon--

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) TAXES. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) TERMINATION FOR THE GOVERNMENT'S CONVENIENCE. The Government reserves the right to terminate this contract, or any part thereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms and conditions of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) TERMINATION FOR CAUSE. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) TITLE. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) WARRANTY. Regardless of any conflicting provision of this contract, Contractor warrants to the Government that GASEOUS HELIUM delivered under this contract conforms to MIL-PRF 27407C, DATED 29 NOV 2006, HAZARDOUS MATERIAL, NSN: 9135-00-525- 1620. The Contractor does not make any other express warranty regarding GASEOUS HELIUM. The Contractor specifically disclaims all implied warranties for GASEOUS HELIUM including the implied warranties of merchantability and fitness for a particular purpose.

(p) LIMITATION OF LIABILITY. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items. In all events, regardless of the legal theory (e.g., breach of contract or warranty, negligence, strict liability, etc.) or any conflicting provision of the contract, Contractor is not liable for special, indirect, incidental, exemplary, consequential damages, or economic loss, including any loss of business, production, or profits.

(q) OTHER COMPLIANCES. The Contractor shall comply with all applicable Federal, State, and local laws, executive orders, rules, and regulations applicable to its performance under this contract.

(r) COMPLIANCE WITH LAWS UNIQUE TO GOVERNMENT CONTRACTS. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701 et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986, 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistle blower protections; Section 1553 of the American recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) ORDER OF PRECEDENCE. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services;

(2) The Assignments; Disputes, Payments; Invoices; Other Compliances; and Compliance with Laws Unique to Government Contracts paragraphs of this DLA Energy FAR Tailored clause;

(3) The clause at 52.212-5;

(4) Addenda to this solicitation or contract, including any license agreements for computer software;

(5) Solicitation provisions if this is a solicitation;

(6) Other paragraphs of this DLA Energy FAR Tailored clause;

(7) Standard Form 1449;

(8) Other documents, exhibits, and attachments; and

(9) The specification.

(t) CENTRAL CONTRACTOR REGISTRATION (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to—

(A) Change the name in the CCR database;

(B) Comply with the requirements of Subpart 42.12; and

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraphs (t)(2)(i) of this DLA Energy FAR Tailored clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this DLA Energy FAR Tailored clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the Suspension of Payment paragraph of the EFT clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the Suspension of Payment paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

I0002 I11.01-2 ADMINISTRATIVE COST OF TERMINATION FOR CAUSE – COMMERCIAL ITEMS (DLA

ENERGY FEB 1996)

(a) In the event this contract is terminated for cause, in whole or in part, the Government will incur administrative costs.

(b) The Contractor agrees to pay all administrative costs associated with a contract termination action. The minimum amount the Contractor shall pay for each termination action is $500. This payment for administrative costs is in addition to any excess reprocurement costs and any other remedies or damages resulting from the termination.

(c) The term termination action, as used herein, means the termination for cause, including any associated reprocurement effort, involving--

(1) Any single order or any group of orders terminated together;

(2) Any item or group of items terminated together; or

(3) The entire contract.

I0003 I28.01 FEDERAL, STATE, AND LOCAL TAXES (DLA ENERGY JAN 2008) (DEVIATION)

(a) As used in this clause--

(1) After-imposed tax means any new or increased Federal, State, or local tax that the Contractor is required to pay or bear the burden of as the result of legislative, judicial, or administrative action taking effect after the contract date.

(2) After-relieved tax means any amount of Federal, State, or local tax that would otherwise have been payable on the transactions or property covered by this contract, but which the Contractor is not required to pay or bear the burden of, or for which http://www.ccr.gov/ the Contractor obtains a refund or drawback, as the result of legislative, judicial, or administrative action taking effect after the contract date.

(3) All applicable Federal and State taxes means all excise taxes that the taxing authority is imposing and collecting on the transactions or property covered by this contract pursuant to written ruling or regulation in effect on the contract date.

(4) Contract date means the date set for bid opening or, if this is a negotiated contract or a modification, the date set for final revised prices.

(5) Local taxes means taxes levied by the political subdivisions of the States, District of Columbia, or outlying areas of the United States, e.g., cities and counties.

(6) Outlying areas means—

(i) Commonwealths. Puerto Rico and The Northern Mariana Islands;

(ii) Territories. American Samoa, Guam, and The U.S. Virgin Islands; and

(iii) Minor outlying islands. Baker Island; Howland Island, Jarvis Island; Johnston Atoll; Kingman Reef; Midway Islands; Navassa Island; Palmyra Atoll; and Wake Atoll.

(7) State taxes means taxes levied by the States, the District of Columbia, or outlying areas of the United States.

(8) Tax means taxes, duties and environmental or inspection fees, except social security or other employment taxes.

(b) The contract price includes all applicable Federal, State, and local taxes, except as otherwise provided. (See either the FEDERAL AND STATE TAXES/FEES EXCLUDED FROM CONTRACT PRICE clause or the FEDERAL, STATE, AND LOCAL TAXES AND FEES clause.)

(c) The contract price shall be increased by the amount of any after-imposed tax if the Contractor states in writing that the contract price does not include any contingency for such tax.

(d) The contract price shall be decreased by the amount of any after-relieved tax.

(e) The contract price shall also be decreased by the amount of any tax that the Contractor is required to pay or bear the burden of, or does not obtain a refund of, through the Contractor's fault, negligence, or failure to follow instructions of the Contracting Officer.

(f) The Contractor shall promptly notify the Contracting Officer of all matters relating to any tax that reasonably may be expected to result in either an increase or decrease in the contract price and shall take appropriate action as the Contracting Officer directs.

(g) The Government shall, without liability, furnish evidence appropriate to establish exemption from any Federal, State, or local tax when the Contractor requests such evidence and a reasonable basis exists to sustain the exemption.

I0004 I116.05 RESPONSIBILITY FOR GOVERNMENT-OWNED AEROSPACE ENERGY PRODUCTS

(DLA ENERGY JAN2012)

(a) Government-owned aerospace energy products stored under this contract are governed by the provisions of this provision.

(b) Title to any Government-owned aerospace energy products in the possession of or under the custody of the Contractor by reason of this contract, which is hereinafter referred to in this provision as "such property," shall at all times remain in the Government, and such property shall be used only for the purposes set forth in this contract. The Government shall at all times have access to the premises wherein any such property is located.

(c) The Contractor shall protect and preserve such property in a manner consistent with sound industrial practice.

(d) Government-owned aerospace energy products shall not be commingled in the same tank, truck, or any other storage container with non-Government-owned product. Actual physical segregation of Government-owned product shall be maintained in addition to separate inventory accountability for Government-owned product.

(e) The Contractor shall not be liable for loss of or damage to such property while in the possession of or under the custody of the Contractor by reason of this contract, or for expenses incidental to such loss or damage, except that the Contractor shall be liable for any such loss or damage (including expenses incidental thereto)--

(1) Which results from negligence, or bad faith, or willful misconduct of the Contractor, its employees, or agents; or

(2) Which results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but the Contractor in such case shall be responsible only to the extent of such insurance or reimbursement.

(f) Except for those risks assumed by the Contractor pursuant to subparagraph (e) (1) of this provision, the Contractor represents and warrants that the prices stated in the Schedule do not include the cost of insurance covering risk or loss of or damage to such property while in the possession of or under the custody of the Contractor by reason of this contract, nor any provision for a reserve to cover such risk. In the event the Contractor is reimbursed or compensated for any loss or damage to such property, it shall reimburse the Government. The Contractor shall do nothing to prejudice the Government's rights to recover against third parties for any such loss or damage and, upon the request of the Contracting Officer, shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery.

(g) In order to maintain accountability and control over Government-owned product and other property located at the Contractor’s facility, it is necessary to designate the Contractor’s facility as a Defense Fuel Support Point (DFSP). As a designated DFSP, the Contractor will be required to submit DD Form 2924, Monthly Inventory Transactions Report (MITR). Entries on the MITR must be supported by DD Form 2913, Missile Propellants Consolidation and Reporting of Sales; DD From 1348-7, DoD MILSPETS DFSP Shipment and Receipt Document; DD Form 1898 Fuel Sale Slip; and DD Form 250, Material Inspection and Receiving Report, as appropriate. The original MITR package will be mailed no later than the 10th calendar day of each month to—

ATTN: DLA ENERGY-RRP, AEROSPACE ENERGY

DEFENSE LOGISTICS AGENCY

BUILDING 1621

1014 BILLY MITCHELL BLVD.

SAN ANTONIO, TEXAS 78226-1859

(1) The applicable Inventory Manager will issue the DD Form 1149,…