T007-25-JA Terms and Conditions (NAWS China Lake).pdf

TERMS AND CONDITIONS

TERM SALE AGREEMENT #T007-25-JA

FOR MIXED SCRAP STEEL

NAVAL AIR WEAPONS STATION (CHINA LAKE)

Definitions: As used throughout this agreement, the following terms and abbreviations have the meanings set forth below:

(A) NRSW: Navy Region Southwest.

(B) NRSW Qualified Recycling Program (QRP) Office: The entity authorized to conduct sales of recycled materials from NRSW Recycling Facilities.

(C) Buyer: The party responsible for purchasing materials at the awarded price or rate that has entered into by this agreement with the NRSW QRP Office to purchase materials.

(D) Subcontractor: An agency or company that the buyer has contracted with to perform some or all of the functions of this agreement.

This agreement covers the sale of mixed scrap steel picked up by the Navy Region Southwest (NRSW) Qualified Recycling Program (QRP) located at Naval Air Weapons Station (NAWS) China Lake. Loads may contain light steel such as lockers and desks, as well as heavy steel such as pipes, angle iron, cast iron, cable, containers such as conex boxes etc., in both prepared and un-prepared sizes. Incidental non-ferrous metals may be in loads picked up. It is understood that non-ferrous metals in loads will be purchased by the buyer at no less than a reasonable fair market price agreed to by the buyer and the NRSW QRP Office or returned to the location of origin. If the buyer operates a buy back center the price paid for that commodity shall be no less than that offered to the public.

Buyer shall provide a current list of prices being paid at their buy back center upon request. Material pick up sites will be located at, or associated with, NAWS China Lake.

This agreement, made and entered into this ___ day of _______________, 2025, by and between the NRSW QRP Office and ____________________ is for the sale of mixed scrap steel subject to the provisions set forth herein. The parties agree as follows:

GENERAL AGREEMENT DATA

1. Insurance and Access: Prior to start of agreement, the successful bidder must provide acceptable proof of insurance on all vehicles to be used in the performance of this agreement. Drivers must meet the base access requirements at NAWS China Lake. Requirements can be obtained from the local NRSW point of contact.

Agreement holder and/or their subcontractor must participate in the Defense Biometric Identification System (DBIDS), formerly the Navy Commercial Access Control System (NCACS). Cost of the DBIDS program is at the buyer’s expense.

2. Agreement Period: The period of performance of this agreement will be for one

(1) year from the commencement date. The agreement service period shall begin ______________. The NRSW QRP Office may extend the terms of this agreement for successive periods of one (1) year by mutual agreement. The NRSW QRP Office will advise the buyer in writing no less than 60 calendar days before the agreement period expires of the NRSW QRP Office’s desire to extend the period of the agreement (or not). The total duration of this agreement, including any extension pursuant to the option exercised under this clause will not exceed five (5) years from the date of the original agreement.

3. Payment Cycle: In consideration for the materials picked up, the buyer agrees to remit payment to the NRSW QRP Office by the due date specified on the invoice.

Typically, this payment is due within 30 days from date on invoice.

4. Invoices, Payment, and Late Fee Charges:

A. Invoice Issuance: The NRSW QRP Office will issue an invoice to

______________ within 10 business days after the close of the monthly cycle.

Each cycle shall begin on the first day of every month and shall end at the close of business the last business day of every month.

B. Payment upon Receipt: All materials removed from any NRSW Recycling Facility, or any other location designated by the Installation Site Coordinator or a representative of the NRSW QRP Office during the monthly cycle are payable immediately upon receipt of the invoice.

C. Late Payment and Administrative Charges: If payment is not received by the due date indicated on the invoice, or should there be a dishonored check or a failure to pick up the material(s) within the time specified under this agreement, the following weekly administrative charges will be imposed:

• Week 1 after due date: $50.00

• Week 2 after due date: $75.00

• Week 3 after due date: $100.00

• Week 4 after due date: $150.00

D. Consequences Beyond Four Weeks: If the outstanding payment persist beyond four weeks after the due date, ___________________ will be permanently removed from the NRSW QRP bidders list for future spot sales bids. Additionally, if the buyer currently holds a Term Sales Agreement, that agreement will be terminated.

5. Subcontractors: With prior approval of the NRSW QRP Office the original agreement holder may use a subcontractor to fulfill some or all of the terms of the agreement. The original agreement holder must inform the NRSW QRP Office no less than 30 days prior to start of work performance of any subcontractor in writing, who the subcontractor will be. The subcontractor must submit proof of insurance and their drivers must meet base access requirements. The NRSW QRP Office must meet with the original agreement holder and his subcontractor prior to subcontractor performing any work. This meeting may occur by phone conference call. If a subcontractor executes part or all of this agreement, the original agreement holder will continue to be held responsible for all provisions of the agreement in total.

Payment must always be by original agreement holder.

6. Payment Rates: Buyers payment is based on the awarded percentage of the published “high end” Fastmarkets American Metal Market (AMM) for export yard buying price under #1 heavy melt for the L.A. area. Once the initial price has been established, pricing for each subsequent month shall be determined on the 5th business day (Mon-Fri) of the month (Federal holidays excluded) and shall be retroactive to the first business day of the month. Buyer must provide on the 5th business day of the month proof of pricing from the Fastmarkets AMM by faxing or e-mailing to the NRSW QRP Office. All material picked up during the month shall be paid at that price.

7. Permanent, One Time, Non-Market Adjustment: When Fastmarkets AMM publishes a non-market adjustment, the buyer will notify the NRSW QRP office via written notice or e-mail, if they are able to continue this agreement with the bided amount submitted within three (3) business days or if they would like to terminate the current agreement.

If not able to continue with the bided amount in this agreement, the buyer shall continue to pay the NRSW QRP Office at the current non-market adjustment pricing published by the Fastmarkets AMM for the next two (2) months, after receiving notification of termination of this agreement while the NRSW QRP Office resolicits a new agreement.

8. Weight of Merchandise: Certified commercial or certified buyer scales shall be utilized. Proof of scale certification may be requested by the NRSW QRP Office at any time this agreement is in effect. Cost of commercial scale use is at the buyers expense, and shall not be deducted from amounts due. It is the buyer’s responsibility to deliver by fax or e-mail, weight tickets for all loads picked up, to the local Recycling Office no later than one (1) business day after pick up of each load.

9. Inspection: Bidders are encouraged to inspect existing materials as a representative sample of material for bid. In no event will the failure to inspect the material constitute grounds for a claim after the agreement has been awarded.

Material may be inspected on an appointment basis scheduled thru the local Recycling Office.

10. Packaging: Buyer shall provide standard industry size roll-off containers in good working condition, free of graffiti and with signs that read “no e-waste/hazmat”.

Roll-off containers will be delivered as requested by the NRSW QRP Office or local Recycling Program Office. Delivery of requested containers must be accomplished within two (2) business days after request. The Recycling Program may request, and the buyer must be able to provide within five (5) business days, flat bed trucking services for oversized loads at the buyer’s expense. Buyer and/or their agent must ensure that container(s), flat-bed(s) or any other type of transportation used for the removal of material must be clean and free of debris. It is anticipated that a minimum of two (2) roll-offs will need to be on site on a permanent basis, and another one (1) to five (5) available to be spotted at various locations on a temporary basis, upon request. Historical data indicates approximately five (5) flat-bed loads per year. All transportation cost mentioned above, shall be factored in when submitting the bid percentage proposal.

AGREEMENT ADMINISTRATION DATA

The buyer assumes complete liability for all taxes applicable to its property, income, and all of its transactions arising out of or in connection with the performance of this agreement. The buyer will not be reimbursed for direct or indirect taxes imposed on it by reason of the agreement or otherwise.

SPECIAL AGREEMENT REQUIREMENTS

1. Indemnity: The buyer agrees to indemnify and hold harmless the Navy, NRSW QRP, and the United States (including its agencies and instrumentalities) and their officers, agents, and employees against liability and against any and all claims for loss, death, injury, or property damage (including costs or expenses incidental thereto), arising out of or in connection with (I) the performance of this agreement, (II) any of the activities or actions of the buyers subcontractors, representatives, agents, or employees while performing this agreement, or (III) any of the buyers activities or actions.

2. Damage to Government Property: Any damage to Government property during buyer’s removal operations is the responsibility of the buyer, if deemed by the NRSW QRP Manager that the buyer or his/her employee, including any subcontractor, was at fault. Damage will be repaired at the buyer’s expense in a reasonable amount of time to its original state or a reasonable facsimile thereof to the satisfaction of the NRSW QRP Manager.

3. Dangerous Property: The buyer is cautioned that articles or substances of a dangerous nature may remain in the property notwithstanding the care exercised to remove same. The Government assumes no liability for damages to the property of the buyer or for personal injuries, disabilities, or death to the buyer, his/her employees or to any other person arising from or incident to the purchase of materials or its use, or suits, actions, or claims of whatsoever nature arising from or out of the purchase of materials.

4. Advertisements: The buyer agrees that none of its nor its agent's advertisements, to include publications, merchandise, promotions, coupons, sweepstakes, contests, sales brochures, etc., shall state, infer or imply that the buyer’s products or services are approved, promoted or endorsed by the Navy Recycling Program, the Navy, or the Government.

5. Assignment: Buyer may not assign their right or delegate their obligations under this agreement without prior written consent of the NRSW QRP Manager.

6. Disputes: Except as otherwise provided in this agreement, any dispute or claim concerning this agreement which is not disposed of by agreement shall be decided by the NRSW QRP Manager, who shall state his decision in writing and mail or otherwise furnish a copy to the buyer. The decision of the NRSW QRP Manager shall be final and conclusive. The buyer shall be afforded an opportunity to be heard and offer evidence in support of any appeal under this clause. Pending final decision of such a dispute, however, the buyer shall proceed diligently with the performance of the agreement and according to the decision of the NRSW QRP Manager unless directed to do otherwise by the NRSW QRP Manager.

7. Gratuities: The NRSW QRP Office may by written notice to the buyer terminate the right of the buyer to proceed under this agreement if it is found after notice and hearing, by the Secretary of the Navy or his duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the buyer, or any agent or representative of the buyer, to any officer or employee of the Government or the Recycling Program with a view toward securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such agreement.

8. Hold and Save Harmless: The buyer shall indemnify, save harmless and defend the NRSW QRP, its outlets and customers from any liability, claimed or established for violation or infringement of any patent, copyright or trademark right asserted by any third party with respect to goods or merchandise hereby sold or any part thereof.

Also, the buyer shall at all times hold and save harmless the NRSW QRP, its agents, representatives and employees from any and all suits and expenses which arise out of acts or omissions of the buyer, its agents, representatives, or employees.

9. Legal Status: The NRSW QRP is an integral part of the Department of Defense and is an instrumentality of the United States Government. Therefore, Recycling Program sales agreements are United States Government contracts; however, they do not obligate appropriated funds of the United States. No appropriated funds of the United States shall become due or be paid to a contractor by reason of this agreement.

10. Modifications: No agreement or understanding to modify this agreement will be binding upon the Recycling Program unless made in writing and signed by the NRSW QRP Manager.

11. Termination for Convenience: The NRSW QRP Office by written notice may terminate this agreement, in whole or in part, when it is in the best interest of the NRSW QRP or the Navy with a 30-day written notice.

The buyer may terminate this agreement at any time by providing 60-days written notice via mail or e-mail to the NRSW QRP Office. For mailed notices, the termination date is deemed effective as of the postmark date; for e-mail notices, it is deemed effective as of the date of transmission (subject to server confirmation).

Notwithstanding termination, the buyer shall continue to perform its service obligations throughout the full 60-day notice period.

12. Termination for Default: The NRSW QRP Manager, by written notice, may immediately terminate the agreement in whole or in part for failure of the buyer to perform any of the provisions hereof. Termination for default may also be considered in the event the buyer does not deliver/pickup containers in the specified time three (3) times within any one year. In such event the buyer shall be liable for damages including the excess cost of resoliciting offers for sales of recyclable merchandise;

however, if it is determined that the buyer’s failure to perform is without his/her or his/her subcontractor’s control, fault or negligence, the termination must be deemed to be a termination for convenience. As used in this provision, the term "subcontractor" means subcontractor at any tier.

SCRAP WARRANTY

The buyer represents, warrants and certifies to the U.S. Government that the property will be scrapped by melting, shredding, or other equally complete manner which precludes any recognition or reconstruction of the items. The buyer further represents, warrants, and certifies that he/she is purchasing the property as scrap and that he/she will only use it as scrap. Notwithstanding any other provisions of this agreement to the contrary, should the buyer fail for any reason to complete the scrapping within 60 calendar days after removal of the property, or such additional time as may be granted by the NRSW QRP Manager, the Government shall have the right to repossess the property charging the buyer with all costs incurred by the Government in repossessing and reselling the property including any direct loss on account of the resale.

ADDITIONAL ITEMS PERTAINING TO THIS AGREEMENT

No collection containers for steel (roll-off or other) shall be placed aboard NAWS China Lake property without the approval of the Installation Site Coordinator or NRSW QRP Office.

Any requests for pick-up of material at NAWS China Lake by anyone other than the Installation Site Coordinator (or his representative) must be referred to the Installation Site Coordinator for his review. No material is to be removed from NAWS China Lake property without the Installation Site Coordinator’s approval.

In the event the buyer receives a request to purchase material from contractor’s doing work aboard NAWS China Lake, the buyer will contact the Installation Coordinator and inform them of work being done outside this agreement.

Pick-ups of material shall only occur during normal base business hours, unless specifically authorized by the Installation Site Coordinator. Normal business hours are Monday thru Friday 0700-1500, weekends and Federal holidays excluded.

Payment shall be by company check, bank draft, or money order payable to the U.S.

Treasury and mailed to the following address;

Checks sent via FedEx, UPS, DHL, etc. please send to: Checks sent via USPS, please send to:

4790 Cummings Road Bldg. 3570 710 E. 16th St. #660 San Diego, CA. 92136-5610 National City, CA. 91951 Attn: NRSW QRP Office Attn: NRSW QRP Office

Jose Amuchastegui NRSW QRP Manager

Date_______________________

Company representative I am authorized as a representative of the company listed below to submit this bid. I have the authority to represent the company listed below and this bid is and shall remain a valid commitment (This section should be signed once the agreement has been awarded).

Company name _______________________________

Company representative __________________________ (print name)

Signature_________________________________

E-mail Address: _________________________________________

Telephone #: __________________________________

Date___________________________

SALE OF GOVERNMENT PROPERTY

BID SHEET

INVITATION TO BID #T007-25-JA

MIXED SCRAP STEEL

NAVAL AIR WEAPONS STATION (NAWS) CHINA LAKE

Submittal by certified carrier ONLY (No e-mailed, faxed, hand carried or certified mail submittals will be accepted)

Bid amount, in percent, of US dollars per gross ton (2,240 lbs.) of scrap steel utilizing the Fastmarkets American Metal Market (AMM) Export Yard Buying Price for #1 heavy melt Los Angeles area, on the 5th business day of the month.

Item 001 Mixed Scrap Steel________________________%

I am authorized as a representative of the company listed below to submit this bid. I have the authority to represent the company listed below and this bid is and shall remain a valid commitment.

Name of Bidder (Print): _________________________________

Signature of Bidder (Sign): _________________________________

Company Name (Print): __________________________________

E-mail Address: ______________________________________

Telephone #: _________________________________

Date: ____________________