Fitness Retail and Smoothie/Juice Bar Concessionaire

Notice Type: Combined Synopsis/Solicitation Request for Proposal (RFP) - Fitness Retail and Smoothie/Juice Bar Services for Yokota Air Base, Japan Requesting Agency: 374th Force Support Squadron/FSVS. Non-appropriated Fund Instrumentality (NAFI) Bldg. 689, Yokota Air Base, Fussa-shi, Tokyo 197-0001 Japan Purchasing Agency: 374th Contracting Squadron/LGCB Bldg 620, Yokota Air Base, Fussa-shi, Tokyo 197-0001 Japan 1. This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. 2. This is a non-appropriated fund purchase and it does not obligate appropriated funds of the United States Government. Non-appropriated funds are generated by the military community through the sale of goods and services, and the collection of fees and charges for participation in military community programs. 3. This solicitation is issued as a Request for Proposal (RFP) IAW Air Force Manual 64-302, Non-appropriated Fund (NAF) Contracting Procedures. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. 4. Submit written proposals in reference to Request for Proposal (RFP) Number FA5209-15-R-8000. Due to the overseas location of this solicitation, no set-aside will be used. The NAICS code for this requirement is 722515, Beverage Bars, nonalcoholic, fixed location. 5. DESCRIPTION: See Exhibit 1, Price Schedule - Fitness Retail and Smoothie/Juice Bar Concessionaire Services for Yokota Air Base, Japan. 6. PERIOD OF PERFORMANCE: POP: Basic Period - 1 Aug 2015 (or effective date if subsequent thereto) thru 31 Jul 2016. This contract will be for a basic period of one (1) year from the effective date. Unless terminated sooner, the contract may be extended for an additional four (4) one (1) year periods unilaterally by the NAFI in writing. In no event shall the contract (including all option periods) exceed 66 months in duration. 7. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-81. 8. SITE VISIT: A site visit will be conducted at the Samurai Fitness Center on 27 May 2015 at 0900. All questions regarding the site visit and solicitation must be submitted by 02 May 2015 at 1630. Please see Attachment 6 for additional information instructions regarding the site visit and solicitation. 9. OFFER DUE DATE/LOCAL TIME: Proposals are due to this office no later than 10:00 a.m. Japan Standard Time (JST), Wednesday, 10 May 2015. The submission may be made by email, facsimile, postal mail (Postal Mail Address: 374th Contracting Squadron, Bldg 620, Yokota Air Base, Fussa-shi, Tokyo 197-0001) or other applicable methods. Proposals may be faxed to 042-553-7786 or if dialing from outside Japan 011-81-42-553-7786, or sent via e-mail to [email protected] or [email protected]. 10. APPLICABLE TERMS, CONDITIONS, AND PROVISIONS: The following Contract Terms and Conditions and Nonappropriated Fund Instrumentality (NAFI) General Provisions apply to this acquisition: Contract Terms and Conditions: FITNESS RETAIL AND SMOOTHIE/JUICE BAR SERVICES CONCESSIONAIRE CONTRACT ARTICLE I: That: 1. This Concessionaire contract by and between the 374 Contracting Squadron/LGCB on behalf of the NAFI, and __________________________, hereinafter referred to as the Concessionaire, is for the Concessionaire to provide Fitness Retail and Smooth/Juice Bar service to authorized patrons at assigned space at the Samurai Fitness Center, Bldg. 689 at Yokota Air Base for a period of (___) days ( 12 ) months, beginning 1 Aug 2015 (or the effective date if subsequent thereto) and ending 31 Jul 2016. The hours of operations of this concession will be the same as those of the NAFI where the Concessionaire has been assigned space or as specified in writing by the Contracting Officer. The NAFI will furnish for use of the Concessionaire the following described items: See attached Statement of Work. 2. Concessionaire will pay the NAFI an amount of tiny_mce_marker_____ fixed fee on a monthly basis per offeror's proposal. Payment of fees due the NAFI must be made: (Check One) (__) daily, (__) weekly, (_X_) monthly, or (__) at the end of the sales period and submission of the Concessionaire Settlement Report. ARTICLE II. The Concessionaire must: 1. Provide products or services of a quality satisfactory to the NAFI manager or their duly authorized representative. 2. Before beginning performance under this agreement, the Concessionaire will submit a listing of items, with corresponding selling prices, to the Contracting Officer for approval or disapproval action. The final approved listing is considered part of this agreement. Place the price list in a conspicuous spot for pa¬trons to see. 3. At Concessionaire's expense, obtain all permits, give all necessary notices; pay all license fees; and comply with all municipal, prefectural, and national laws, rules, ordinances, and regulations, and any publication published by the military relating to public health or applicable to the business carried on under this agreement and assume complete and sole liability for all national, state, and local taxes ap¬plicable to the property, income, and transactions of the concession. 4. Comply with all applicable laws pertaining to wages, worker's compensation, equal opportunity, Service Contract Act, and so forth, as implemented by Air Force directives and required by law. 5. Comply with all memoranda, bulletins, and letters of instruction issued by or in behalf of the NAFI manager or their duly authorized representative. 6. Keep the concession area clean, orderly, attractive, secure, and in a safe and sanitary condition to the satisfaction of the NAFI managers. 7. Employ only persons who meet the health standards prescribed by law or regulations, which pertain to the jobs for which they are hired. 8. Furnish a sufficient number of trained employees for the efficient performance of this Concessionaire contract. Concession personnel must meet the health and security standards prescribed by applicable regulations, and must obtain installation passes and permits and security clearances as applicable. Con¬cession personnel must give prompt and courteous treatment to authorized customers. Concession personnel must be neatly dressed and meticulous in their personal grooming at all times. Concessionaire provides employees clean uniforms or, when uniforms are not required, ensures that all clothing worn by employees is clean and in good condition at all times. A nameplate must be worn. 9. Remove from employment in the concession, on the request of the NAFI manager, any servant, agent, or employee of the Concessionaire if, in the opinion of the NAFI manager or their duly authorized repre¬sentative, the conduct of such person, while in and about the premises covered by this contract interferes with proper services or discipline. 10. Obtain insurance for all non Government property and merchandise used by the Concessionaire in the operation of the concession against theft, fire, storm, flood, and damage, or destruction through any other force of nature; or in lieu thereof, to relieve the NAFI from any liability arising from such theft, loss, damage, or destruction. The Concessionaire must have liability insurance commensurate with the risks involved, and furnish proof of such to the Contracting Officer. 11. Not leave cash on the premises during non-operational hours. 12. Be responsible for paying all operating expenses not expressly undertaken by the NAFI. 13. Maintain a Cash Collection Record, showing all income received, in accordance with instructions from the NAFI. Any failure by the Concessionaire, its ser¬vants, employees, or agents, to enter all monies received on control sheets will be cause for immediate cancellation of this contract. ARTICLE III. Concessionaire will not: 1. Represent or permit itself to be represented to the public as an agent or employee of the NAFI by the use of the name of the NAFI on letters, bills, signs, or by any other means. The Concessionaire, its servants, agents, and employees, are in no sense agents of the United States, the NAFI, the commander of the in¬stallation within which the concession exists, or of any other entity having to do with the operations of the NAFI. 2. Sell or remove any property that is owned by the NAFI or any other part of the Federal Government and is used in the operation of the concession. 3. Engage in or permit gambling or possession or use of any gambling device on the concession premises or elsewhere on the installation. 4. Sell, deal in, or otherwise possess or transfer, on the concession premises, any form of intoxicating liquors or narcotics. 5. Loan money to or borrow money from customers or others, which includes Federal Government (includ¬ing NAFI) employees and military personnel. 6. Sell merchandise or services for anything other than US currency, unless authorized in writing by the Contracting Officer. 7. Sell merchandise or services on credit. 8. Give or offer to any officer or employee of the NAFI, or any other part of the Federal Government, any gift, privilege, special benefit, discount, or anything else of material or personal nature whereby the in¬dividual or employee would receive preferential treatment. ARTICLE IV: That: 1. Air Force Auditor General personnel, or any person designated by the installation commander, will have the right to inspect or audit the accounts and methods of internal control established by Concessionaire, and to make such inspection or audits as may be considered necessary to ensure strict compliance by Con¬cessionaire with all provisions of this contract and with applicable Air Force regulations. 2. This contract, unless sooner terminated as herein provided, may be extended for additional periods, each of which may not exceed (__) days (12) months unilaterally by the NAFI in writing, subject to approval in the same manner as this instrument. 3. This contract is automatically terminated in the event the NAFI is dissolved. 4. Any monies due and payable to the NAFI from the Concessionaire on the date of this contract must be paid in full or will remain due and payable until final settlement. CONTRACTUAL CONTENTS: This contract consists of the following documents: a. Schedule (articles I-IV..................... Pages_1_ thru_3_) b. Special Provisions c. General Provisions SPECIAL PROVISIONS (CONCESSIONAIRE CONTRACT) 1. Additional Definitions. The terms Concessionaire and Contractor are used synonymously and mean the individual, partnership, corporation, or other entity which is a party to this contract and who is responsible for all actions and applicable regulations and performance thereunder. 2. Actions To Be Taken Upon Termination (Including Expiration). Concessionaire will promptly settle its account with the NAFI, including payment in full of all amounts due, yield up the facilities and all NAFI furnished property, clean and leave premises in as good order and condition as when received (exceptions are damages due to acts of God or the US Government, and ordinary wear and tear); surrender all installation passes, decals, and so forth, and complete satisfactory settlement of all customer complaints and claims. Termination of the Concessionaire contract does not release the Concessionaire from the obligation to satisfactorily settle customer complaints and claims. The Concessionaire will promptly remove all Concessionaire owned fixtures and supplies. On failure to remove the Concessionaire's property, the Contracting Officer may cause Concessionaire's property to be removed and stored in a warehouse at the Concessionaire's expense. If the Concessionaire is indebted to the NAFI, the Concessionaire authorizes and empowers the Contracting Officer to take possession of the Concessionaire's property and dispose of same by public sale without notice, and out of the proceeds of sale, satisfy all costs and indebtedness to NAFI. 3. Indebtedness: a. The Concessionaire will pay promptly and in accordance with the terms all indebtedness incurred in connection with the performance of this Concessionaire contract. b. The NAFI may charge the Concessionaire for a dishonored check received from the Concessionaire, except when the bank acknowledges the return to be the result of bank error or the return is the result of a NAFI error. The amount charged by the NAFI will not exceed the administrative amount normally charged NAFI customers for dishonored checks. 4. Packaging/Price Marking. If required by the Contracting Officer, the Concessionaire will furnish, at its own expense, suitable bags, "sold" labels, and so forth, for securing a customer's purchase. If required, the packaging will be approved by the Contracting Officer. All items will be marked to reflect the selling price. 5. Claims by Concessionaire. No claim by the Concessionaire relating to this Concessionaire contract may be considered by the Contracting Officer unless such claim is submitted in writing to the Contracting Officer not later than 90 days after the effective date of termination or expiration of this Concessionaire contract. This clause does not extend the period for filing claims where specifically limited by another clause. 6. Nonwaiver of Defaults. Any failure by the NAFI to enforce or require strict performance of any terms or conditions of this Concessionaire contract will not constitute a waiver, and will not affect or impair such terms and conditions in any way or effect the right of the NAFI at any time to avail itself of such remedies as it may have for breach or breaches of such terms and conditions. 7. Trade Fixtures and Supplies. The Concessionaire will furnish, at its expense, all trade fixtures and supplies required for performance of this Concessionaire contract. 8. Quality/Warranty. All products authorized for the Concessionaire to sell will be marketable and sufficient for use intended, and not be "seconds" as the term is usually understood in the trade. All items will be acceptable to the customer and the Contracting Officer and will be subject to inspection and test for workmanship and quality at all times by the Contracting Officer or designee. Any item found to have a latent defect(s) may be returned to the Concessionaire for replacement or refund as determined by the Contracting Officer. 9. Customer Complaints, Claims, and Refunds. The Concessionaire agrees to adhere to the NAFI policy of customer satisfaction guaranteed and will be responsible for refunds to customers due to customer dissatisfaction with an item or due to overcharges. All customer complaints, claims, and refunds will be resolved and made at Concessionaire's expense. Any disagreement that cannot be resolved between Concessionaire and the customer will be referred to the Contracting Officer, whose decision will be final and not subject to the Disputes clause. If the Concessionaire fails to process complaints or claims and make refunds in a timely manner, the NAFI may settle customer complaints or claims and make such refunds, and charge the settlement cost to Concessionaire's account. 10. Internal Controls of Charge-Card Sales: a. Concessionaire will establish internal control procedures consistent with provisions of this Concessionaire contract and with NAFI directives for a complete and accurate accounting of all transactions. b. Each sale will be recorded at the time sale is made. The form will be prepared in duplicate, reflecting the applicable sales data, and signed by the customer. The original of the completed form is attached to the Concessionaire Settlement Report and submitted to the supporting NAFI accounting office. The duplicate copy is retained by the Concessionaire. c. Concessionaire may accept national charge cards customarily recognized in their commercial trade for customer payment of purchases. Concessionaire is responsible for the payment of any fees, charge backs, and other arranged costs levied by the charge-card-issuing companies. d. The Contracting Officer, or designee, may conduct inspections considered necessary to ensure strict compliance by the Concessionaire with all provisions of this Concessionaire contract. 11. Concessionaire Settlement Report. At the conclusion of the sales period or as specified by the Contracting Officer, Concessionaire will prepare a Concessionaire Settlement Report signed by the Concessionaire showing the gross sales for the period and annotate the fixed fee amount given the NAFI due for that period. The original of the form reflecting sales data will be attached. AF Form 2555 is the preferred form to be used. 12. Utilities. The NAFI will furnish sufficient quantities of space, heat, water, and electricity to satisfy the normal needs of Concessionaire for lighting, heating, drinking, sanitation, and the operation of suitable support equipment. NOTE: If the Concessionaire is required to reimburse the United States Government for utilities furnished, then the rates are set by the installation commander and agreed to by both parties. 13. Premises. The assignment of space is revocable and is not construed as the creation of tenancy. Concessionaire is liable for any damage to or loss of the premises and NAFI furnished property or injury to persons resulting from acts or omissions of Concessionaire, its employees, or agents, whether or not covered by insurance. Sublet of any of the premises assigned or assignment to another concession is not authorized. Use of the premises and NAFI furnished property for any purpose other than those specifically set forth herein is prohibited. Concessionaire will not make any alterations in the facilities provided without prior authorization from the NAFI manager. Concessionaire will comply with installation fire and safety regulations, and applicable health and sanitation regulations. Concessionaire will post or display on the premises any sign furnished by the NAFI. 14. Taxes: a. Concessionaire assumes complete and sole liability for all Federal, State, host country, and local taxes applicable to the property, income, and transactions of the Concessionaire, and where required by applicable laws and regulations, will collect and remit to the State applicable sales taxes. Sales taxes, which have been collected, are excluded from the computation of gross receipts in the determination of the fee payable to NAFI. The amount of taxes excluded will not exceed the actual sum payable to the State. Where required by State law or regulation, the Concessionaire will obtain and conspicuously display the State sales tax permit. b. The Concessionaire warrants that the amount payable to the NAFI has not been reduced by the amount of any tax or duty from which the Concessionaire is exempt. If any such tax or duty has been included the pricing or consideration through error or otherwise, the contract pricing or consideration will be correspondingly reduced or adjusted. If for any reason after the contract date, the Concessionaire is relieved in whole or in part from the payment or the burden of any tax or duty included in the contract pricing or other consideration, the contract pricing and other consideration will be correspondingly reduced or adjusted. NAFI GENERAL PROVISIONS (Modified 1 January 2015) 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 Officers' 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 Officers' 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. c. (1) A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. A claim by the NAFI against the Contractor shall be subject to a written decision by the Contracting Officer. (2) For Contractor claims exceeding $150,000, the Contractor shall submit with the claim a certification that contains the following statement: "Subject to the False Claim Act, 31 USC 3729, I certify the claim is made in good faith; that the supporting data is accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the NAFI is liable; and that I am duly authorized to certify on behalf of the Contractor." d. For contract claims of $150,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $150,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. e. The Contracting Officers' decision shall be final unless the contractor appeals as provided in paragraph (f) of this clause. f. The Contracting Officers' 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 Officers' final decision. Decisions of the Armed Services Board of Contract Appeals are final and are not subject to further appeal. g. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer. 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 contractors' (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 Contractors' name / (or Contractors' 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 Contractors' 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 . (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 . 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 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 Act (SCA) and Davis Bacon Act (DBA). (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 manufacturers' 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, NAFI's 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: (5) 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 (6) 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 This contract shall be construed and interpreted in accordance with the Federal laws of the United States of America. NAF procurement is governed by Department of Defense Instruction (DODI) 4105.67, NAF Procurement Policy and Procedure, available at http://www.dtic.mil/whs/directives/ (or any successor website). 21. SUSTAINABILITY - Go Green The NAFI encourages contractors/vendors to embrace, establish and promote environmentally sustainable "Green Initiatives." We look to the contractor to accomplish this by: a. Where possible utilize environmentally friendly products b. Where possible promote energy-efficiency and water conservation c. Where possible eliminate/reduce the production or generation of hazardous waste and the need for special material processing (including special handling, storage, treatment and disposal) 22. PROOF OF SHIPMENT Applicable to shipments outside the United States through the Surface Deployment and Distribution Command and Parcel Post shipments to overseas destinations. a. Notwithstanding any clause of this contract to the contrary, payment will be made for items not yet received, upon receipt of an invoice accompanied by an appropriate proof of shipment. If shipment is made by insured parcel post, the contractor must furnish a copy of the Insured Mail Receipt issued by the US Postal Service. Otherwise, a stamped copy of a Certificate of Mailing issued by the US Postal Service must be furnished. If shipment is made by a common carrier (rail, air or motor freight), the Contractor must furnish a signed copy of the shipping document on which items are receipted for by the common carrier. A signed receipt by a NAFI representative at the delivery point, Consolidation Containerization Point or Port of Embarkation is also acceptable evidence of proof of shipment. b. Forwarding a proof of shipment and an invoice for payment by the Contractor shall be construed as a certification by the contractor that the items shipped conform to the specifications. c. Notwithstanding any provisions of this clause or any payment made pursuant to the terms of this clause prior to receipt of the items contracted for, the NAFI retains the right to inspect upon receipt and the right to reject nonconforming items. The liability of the Contractor with respect to items for which payments have been made will, after inspection by the NAFI or after the expiration of a reasonable time following delivery to the NAFI within which inspection may be made, whichever occurs first, be limited to exceptions taken at the time of inspection, and latent defects, fraud, or such gross mistakes as amount to fraud. 23. VARIATION IN QUANTITY No variation in quantity of any item called for by this contract will be accepted unless authorized by the Contracting Officer. 24. PARTIAL DELIVERIES Partial deliveries are not permitted unless authorized by the terms of the contract or approved by the Contracting Officer. 25. PAYMENTS Partial payments will be made when deliveries are authorized or as approved by the Contracting Officer. Payments and penalties for late payments are subject to the requirements established by the Prompt Payment Act, as amended, and as implemented for NAFIs. If the NAFI makes payment but such payment fails to include a prompt payment penalty due to the Contractor within 10 days from when the contract payment is made, penalty amounts will not be paid unless the Contractor makes a written request within forty days after the date of payment. 26. DISCOUNTS FOR PROMPT PAYMENT a. Discounts for prompt payment will not be considered in the evaluation of offers. However, any offered discount will form a part of the award, and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a prompt payment discount in conjunction with the offer, offerors awarded contracts may include prompt payment discounts on individual invoices. b. In connection with any discount offered for prompt payment, time shall be computed from the date of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the agency annotates such invoice with the date of receipt at the time of receipt. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day. 27. NOTIFICATION OF DEBARMENT/SUSPENSION STATUS The Contractor shall provide immediate notice to the Contracting Officer in the event of being suspended, debarred or declared ineligible by any other Federal Department or agency, or upon receipt of a notice of proposed debarment from another DoD Agency, during the performance of this contract. 28. NON WAIVER OF DEFAULTS - Any failure by the NAFI at any time to enforce or require strict performance of any terms or conditions shall not constitute waiver thereof, and shall not affect or impair such terms or conditions in any way or the NAFI's right at any time to avail itself of such remedies as it may have for any breach or breaches of such terms or conditions. 29. TRAVEL CLAUSE Contractors and/or their duly appointed representative will make their own travel arrangements, purchase their own tickets, and submit requests for reimbursement to the issuing office found in Block 12 of the award. Travel costs will be paid by the contracting NAFI, up to the maximum amount authorized in the federal travel regulations. The contractor shall submit original receipts of airline tickets, lodging, car rental and other expenses exceeding $75.00. Contractor personnel must acquire airline travel by the most economical methods, to include obtaining coach fares, buy advance purchase tickets (when possible), and plan minimal travel time necessary to accomplish the task. The contractor is liable for costs associated with unused or changed airline tickets, where non-use is not caused by the NAFI. Documents are required to support payment of travel costs. The Contracting Officer and or their duly appointed representative will approve, in advance, any changes in the itinerary. Contractors must obtain approval before submitting other than lowest airfare travel reimbursement requests from the invoicing office. Local travel for which mileage is claimed; to include travel to and from the airport when air travel is involved must be indicated on the itinerary on form 1351-2 or other approved form. 30. Establishing a Minimum Wage for Contractors a. This Contract is subject to Executive Order 13658, the regulations issued by the Secretary of Labor in 29 CFR part 10 pursuant to the Executive Order, and specifically to all the provisions set forth in Appendix A to 29 CFR part 10. The Contractor shall pay to workers, while performing in the United States, and performing on, or in connection with, this contract, the applicable minimum wage per the Executive Order. Accordingly, Appendix A is hereby incorporated by reference and has the same force and effect as if set forth in full in this Contract. The full text of the final rule, to include the regulations and clause "Establishing a Minimum Wage for Contractors" at 29 CFR part 10, is available at: . b. The Contractor is responsible for subcontractor compliance with the requirements of this clause and may be held liable for unpaid wages due subcontractor workers. The Contractor shall include this clause, including this paragraph, in all subcontracts, regardless of dollar value, that are subject to Service Contract Labor Standards statute (formerly known as the Service Contract Act) or the Wage Rate Requirements (Construction) statute (formerly known as the Davis Bacon Act), and are to be performed in whole or in part in the United States. LIST OF FAR CLAUSES INCORPORATED BY REFERENCE The provisions of the following clauses set forth in the Federal Acquisition Regulation (FAR) or DoD FAR Supplement are hereby incorporated into this order or contract by reference with the same force and effect as though herein set forth in full. As used in the following clauses, the term "Government" is deleted and the abbreviation "NAFI" is substituted in lieu thereof. The date of each clause shall be the current date set forth in FAR or DoD FAR Supplement on the issuance date of this order or contract. Clauses made inapplicable by the reference or by the kind of order, contract (e.g., orders or contract for services instead of supplies) or dollar amount are self-deleting. The complete text of any clause incorporated in this order or contract by reference may be obtained from the contracting officer. CLAUSE NO. REFERENCE CLAUSE TITLE 31 52.222-3 Convict Labor (June 2003) 32 52.222-4 Contract Work Hours and Safety Standards Act - Overtime Compensation (May 2014) 33 52.222-6 Construction Wage Rate Requirements (May2014) 34 52.222-7 Withholding of Funds (May 2014 35 52.222-8 Payrolls and Basic Records (May 2014 36 52.222-9 Apprentices and Trainees (Jul 2005) 37 52.222-10 Compliance with Copeland Act Requirements (Feb 1988) 38 52.222-11 Subcontracts (Labor Standards) (May 2014) 39 52.222-12 Contract Termination-Debarment (May 2014) 40 52.222-13 Compliance with Construction Wage Rate Requirements and Related Regulations (May 2014) 41 52.222-14 Disputes Concerning Labor Standards (Feb 1988) 42 52.222-15 Certification of Eligibility (May 2014) 43 52.222-19 Child Labor-Cooperation with Authorities and Remedies (Jan 2014) 44 52.222-20 Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000 (May 2014) 45 52.222-21 Prohibition of Segregated Facilities (Feb 1999) 46 52.222-26 Equal Opportunity (Mar 2007) 47 52.222-35 Equal Opportunity for Veterans (Jul 2014) 48 52.222-41 Service Contract Labor Standards (May 2014) 49 52.223-3 Hazardous Material Identification & Material Safety (Jan 1997) 50 52.225-11 Buy American Act-Construction Materials under Trade Agreements (May 2014) 51 52.228-3 Workers' Compensation Insurance (Defense Base Act) (Jul 2014) 52 52.243-1 Changes - Fixed-Price (Aug 1987) 53 52.246-16 Responsibility for Supplies (Apr 1984) *54 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract Felonies (Dec 2008) *55 252.225-7002 Qualifying Country Sources as Subcontractors (Dec 2012) *56 252.225-7036 Buy American Act-Free Trade Agreements - Balance of Payments Program-Basic (Nov 2014) *57 252.227-7013 Rights in Technical Data-Non-commercial Items (Feb 2014) *58 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Feb 2014) *59 252.227-7015 Technical Data-Commercial Items (Feb 2014) 60 52.217-8 Option to Extend Services The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder hall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor not later than 60 calendar days before the contract expires.(End of clause) 61 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) (a) The Government may extend the term of this contract by written notice to the Contractor not later than 30 days before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. (c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 66 months.(End of clause) 62 52.228-4 Workers' Compensation and War-Hazard Insurance Overseas (APR 1984) *Denotes DFARS LIST OF DOCUMENTS, EXHIBITS, OR ATTACHMENTS: Document No. Description # of Pages Exhibit 1: Price Schedule Fitness Services 2 Attachment 1: Notice to Offeror (Site Visit) 2 Attachment 2: Statement of Work (SOW) 5 Attachment 2 Cont. Banned Supplements 1 Attachment 2 Cont. DMAA List 5 Attachment 3: Present/Past Performance Reference List 1 (Not part of the resultant contract) Attachment 4: Present/Past Performance Survey 4 (Not part of the resultant contract) Attachment 5: Reps, Certs, and Other Statements 5 14 (Not part of the resultant contract) 52.212-1 INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS (APR 2014) INSTRUCTIONS TO OFFERORS Addendum to FAR 52.212-1 Instructions to Offerors - Commercial Items (April 2014) (a) Paragraphs 52.212-1(b), "Submission of offers," and 52.212-1(f), "Late submissions, modifications, revisions, and withdrawals of offers," are deleted in their entirety and replaced with 52.215-1(c), "Submission, modification, revision, and withdrawal of proposals," by reference. (b) Paragraph 52.212-1(c), "Period for Acceptance of Offers," is tailored as follows: "The offeror agrees to hold the prices in its offer firm for 120 calendar days from the date specified for receipt of offers." (c) The following is inserted as new paragraph (m) of the provision: "(m) Proposal Preparation Instructions. A. To assure timely and equitable evaluation of proposals, offerors must follow the instructions contained herein. Offerors are required to meet all solicitation requirements, including terms and conditions, representations and certifications, and technical requirements, in addition to those identified as evaluation factors or subfactors. Offerors must clearly identify any exception to the solicitation terms and conditions and provide complete accompanying rationale. The response shall consist of four (4) separate parts; Part I - Summary and Miscellaneous Data, Part II - Price Proposal, Part III - Past Performance Proposal. B. Specific Instructions: 1. PART I - SUMMARY AND MISCELLANEOUS DATA. Submit original plus one (1) copy. (a) The offeror shall provide a concise summary and master table of contents of the entire proposal. (b) Complete the necessary fill-ins and certifications in provisions and in the on-line Representations and Certifications at www.sam.gov. Return the provision FAR 52.212-3, Offeror Representations and Certifications - Commercial Items, along with the proposal. For other provisions and clauses in the solicitation, the offeror is required to submit the pages that require an offeror fill-in. (c) Submit an acknowledgment of the all solicitation amendments, if issued. (d) If applicable, provide a copy of the letter from the Small Business Administration (SBA) showing proof of Section 8(a) status. (f) If none proposed, submit an Affirmation of no Exceptions, Deviations, or Waivers. 2. PART II - PRICE PROPOSAL - Submit original plus one (1) copy (Exhibit 1, Price Schedule). (a) This Part shall contain a completed Schedule of Supplies/Services, continuation sheets of paragraph 5 of this combined synopsis/solicitation. (b) Insert proposed unit price(s) and extended amount(s) in the Schedule of Supplies/Services for each Contract Line Item Number (CLIN) including all option periods. The extended amount must equal the unit price multiplied by the number of units. It is imperative that mathematical calculations are correct; particular care should be taken to ensure the amounts match when using the EXCEL program and the rounding of figures, limited to two decimal places. c) Extreme care should be exercised to ensure that no price data of any kind are included in any other Part of the proposal. 3. PART III - PAST PERFORMANCE PROPOSAL - Only references for past efforts/contracts of relevance are desired. Submit original plus one (1) copy. (a) Quality and Satisfaction Rating of Contracts: Provide any information currently available (letters, metrics, customer surveys, independent surveys, etc.) that demonstrates customer satisfaction with overall job performance and/or quality of completed and/or ongoing contracts. In addition, explain corrective actions taken in the past, if any, for substandard performance and any current performance problems, such as cost overruns, extended performance periods, numerous warranty calls, etc. (See 52.212-2(d)(1)) (b) Performance Surveys/Questionnaires: Past Performance Questionnaires (PPQs) shall be used by the offeror in obtaining and providing past performance information. The government requires the offeror send out a PPQ to each of the Points-of-Contact (POCs) identified in the Past Performance Proposal (paragraph (c) below). The offeror shall send out the PPQ (Attachment 4) to each of their references. THE RESPONSIBILITY TO SEND OUT THE PAST PERFORMANCE QUESTIONNAIRE RESTS SOLELY WITH THE OFFEROR. Once the questionnaires are completed by the POCs, the information contained therein will be considered source selection sensitive and will not be released outside the government. The POCs shall forward their completed questionnaires directly to the government - NOT BACK TO THE OFFEROR. PPQs shall be sent directly from your reference to this office marked to the attention of 374 CONS/LGCB, via FAX from Overseas 81-42-553-7786 or Local 042-553-7786, or e-mail to [email protected] or [email protected]. (c) Past Performance Information: Provide a list of no more than three (3) of the most relevant contracts performed for any customer. (See addendum to 52.212-2, paragraph (d)(1)) Furnish the following information for each contract listed: (i) Company/Division name (ii) Product/Service (iii) Contracting Agency/Customer (iv) Contract Number (iv) Contract Dollar Value (v) Period of Performance (vi) Verified, up-to-date name, mailing and e-mail addresses, and telephone number of the contracting officer (Point-of-Contact) (vii) Comments regarding compliance with contract terms and conditions (viii) Comments regarding any known performance deemed unacceptable to the customer, or not in accordance with the contract terms and conditions. Include rationale supporting your assertion of relevance and identify aspects of the contracts deemed relevant and how they relate to the proposed effort. If an offeror has no past performance history of relevance, the offeror must affirmatively state it possesses no past performance history of relevance. (d) The evaluation of past performance information will take into account past performance regarding (i) predecessor companies, (ii) will take into account past performance of key personnel who have relevant experience, and/or (iii) will take into account past performance regarding subcontractors that will perform major or critical aspects of the requirement when such information is relevant to this acquisition. (e) If a teaming arrangement is contemplated, provide complete information as to the arrangement, including any relevant and recent past performance information on previous teaming arrangements with same partner. If this is a first time joint effort, each party to the arrangement must provide a list of past contracts of relevance. (f) Subcontractor Consent: Past performance information pertaining to a subcontractor cannot be disclosed to the prime offeror without the subcontractor's consent. Provide with the proposal a letter from each subcontractor that will perform major or critical aspects of the requirement, consenting to the release of its past performance information to the prime contractor. C. Documents submitted in response to this RFP must be consistent with the following: 1. Requirements of the solicitation (CLINs and SOW) and government standards and regulations pertaining to the SOW. 2. FAR 52.212-2, Evaluation - Commercial Items, of this solicitation. 3. If a Part in a proposal exceeds the specified page limit cited in the Part Content, the excessive pages will not be evaluated. 4. Offerors can also submit electronic copies of proposals via e-mail. By submitting an electronic copy, offerors assume all risk of proposals not getting through security measures and firewalls. Only files created using Microsoft WORD, Microsoft EXCEL, and/or Adobe .pdf files will be accepted. No zip files will be accepted. If submitting proposals electronically, email the file(s) by the solicitation closing date and time to the following email address: [email protected] or [email protected]. (i) Each Part shall be complete in itself and shall not reference information contained in other Parts. Page 1 of a Part is defined as the first page after the Table of Contents. All pages shall be numbered. (j) Price data of any kind shall be presented only in the Price Proposal Part. D. General Information: 1. INFORMATION REGARDING SUBMISSION OF PROPOSAL: Hand carried proposals must be deposited in the bid depository located at 374th Contracting Squadron, Bldg. 620, Yokota Air Base, Fussa-shi, Tokyo, #197-0001. The sealed envelope or package used to submit your proposal must show the time and date specified for receipt, the Solicitation Number, and the name and address of the offeror. FACSIMILE OFFERS: Offerors may respond to the subject amendment via facsimile. Respond to this solicitation by fax is subject to the same rules as a response via hand-carry or postal mail. The number of receiving facsimile equipment is from Overseas 81-42-553-7786 or Local 042-553-7786. The NAFI reserves the right to make award based on the offeror's response via facsimile. However, if requested to do so by the Contracting Officer, the apparently successful offeror promptly shall submit the complete original signed offer. Please note that submission of an offer by e-mail is authorized. (See Note to Offeror Attachment) 2. Offerors are cautioned that Yokota Air Base has visitor control procedures requiring individuals not affiliated with the installation to obtain a visitor pass prior to entrance. SOME DELAY SHOULD BE ANTICIPATED WHEN HANDCARRYING PROPOSALS. Offerors should allow sufficient time to obtain a visitor pass and arrive at the bid depository PRIOR to the time specified for receipt. Late proposals will be processed in accordance with the basic provision, Para "Late submission, modifications, revisions, and withdrawals of offers." 3. FEDERAL HOLIDAYS: The following Federal Legal Holidays are observed by this base: New Year's Day 1 January Martin Luther King's Birthday Third Monday in January Presidents Day Third Monday in February Memorial Day Last Monday in May Independence Day 4 July Labor Day First Monday in September Columbus Day Second Monday in October Veterans Day 11 November Thanksgiving Day Fourth Thursday in November Christmas Day 25 December (End of Addenda) 52.212-2 EVALUATION - COMMERCIAL ITEMS (OCT 2014) (a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, concession fee and other factors considered. The Government intends to make an award based on the highest proposed fixed fee to NAFI (total for CLINs x001 - 5 years) with acceptable past performance. The following factors shall be used to evaluate offers: (1) PRESENT/PAST PERFORMANCE (2) FIXED FEE (b) Options. The Government will evaluate offers for award purposes by adding the total fixed fee for all options to the total fixed fee for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s). (c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award. Addendum to FAR 52.212, Evaluation - Commercial Items The following is inserted as new paragraph (d) of the provision: "(d) BASIS FOR CONTRACT AWARD: This is a competitive selection in which competing offerors will be evaluated on an integrated assessment of concession fee to NAFI (monthly fee), and present/past performance. The evaluation process shall proceed as follows: (1) Past Performance Factor. The government will evaluate recent and relevant performance information on all offerors based on (i) the references provided by the offeror, and (ii) any past performance information obtained from survey/questionnaires (Attachment 4), and (iii) any data independently obtained by the government. If a reference identified by the offeror in accordance with 52.212-1(m)B.3(c) does not submit a survey/questionnaire, the government will follow up with the reference POC, but it is not responsible for the failure of a reference POC to provide a survey/questionnaire. Past performance regarding predecessor companies of the offeror and/or subcontractors, key personnel, and subcontractors that will perform major aspects (e.g., as identified in SOW) of the requirement, if applicable (see 52.212-1(m)B.3(d)), will be rated as highly as past performance information for the principal offeror. (A) Recent past performance information includes contracts performed and/or being performed for any customer within the last three (3) years from the issuance date of the solicitation. (B) Relevant past performance is that which involved similar scope, magnitude of effort, and complexity that this solicitation requires. The government will assess relevancy for each contract and assign a rating as described in Table 2 below: Table 2. Past Performance Relevancy Ratings Rating Rating Definition Relevant Present/past performance effort involved similar scope and magnitude of effort and complexity that this solicitation requires. Not Relevant Present/past performance effort involved little or none of the scope and magnitude of effort and complexities this solicitation requires. (C) Performance Quality Assessment: For each of the recent and relevant past performance information reviewed, the performance quality of work will be assessed based on the (i) Quality Assessment Criteria evaluated under paragraph 4 of Present/Past Performance Survey/Questionnaire (Solicitation Attachment 4)) and (ii) the evaluation ratings in the Federal Past Performance Information Retrieval System (PPIRS), if available. Each recent and relevant past performance information reviewed will be assigned a rating as described in Table 3 below: Table 3. Quality Assessment Ratings Rating Rating Definition Satisfactory (S) During the contract period, contractor performance is meeting (or met) contract requirements. For any problems encountered, contractor took effective corrective action. Unsatisfactory (U) During the contract period, contractor performance is not meeting (or did not meet) contract requirements. For any problems encountered, corrective action appeared only marginally effective, not effective, or not fully implemented. Customer involvement was required. The past performance evaluation is an assessment of the offeror's probability of meeting the solicitation requirements. Offerors must receive a past performance rating of "Acceptable" to be eligible for award. For offerors in a teaming arrangement where two or more companies form a partnership or joint venture (JV), the following will apply: (i) for a JV at least one partner must be rated "Acceptable;" and (ii) for prime-subcontractor(s) partnerships, the prime must be rated "Acceptable" in order for the partnership to be rated "Acceptable" as a whole. As a result of the recency, relevancy, and performance quality assessments, offerors will receive an integrated past performance rating as described in Table 4 below: Table 4, Past Performance Evaluation Ratings Rating Description Acceptable Based on the offeror's recent/relevant performance record, the government has a reasonable expectation that the offeror will successfully perform the required effort, or the offeror's performance record is "unknown." Unacceptable Based on the offeror's recent/relevant performance record, the government has no reasonable expectation that the offeror will be able to successfully perform the required effort. Note: In the case of an offeror without a record of recent/relevant past performance or for whom past performance is not available, or so sparse that a meaningful past performance rating cannot be reasonably assigned, the offeror cannot be evaluated favorably or unfavorably on past performance (see FAR 15.305(a)(2)(iv)). Therefore, the offeror will be determined to have an unknown past performance. In the context of acceptability/unacceptability, "unknown" will be considered "Acceptable." (2) Price Evaluation Factor. The government will rank all offers by TEP. The price evaluation will document the fairness and reasonableness of the TEP. The government reserves the right to perform price realism analysis. Total Evaluated Price: A TEP will be computed for each offer in order to meet the requirements of FAR Parts 6 and 17. The price of a six-month extension authorized by 52.217-8, Option to Extend Services, will be added to the proposed price for each potential contract performance period. The TEP is a two-part computation. First, the offeror's total proposed price will be determined by multiplying the quantities identified in Exhibit 1 by the unit price, limited to two decimal places, for each Contract Line Item Number (CLIN) to confirm the extended total amount for each CLIN; the sum of all extended amounts will be the offeror's total proposed price. Second, the total proposed price (total amount for CLINs 0001 - 4001) plus the sum of Option to Extend Services clause 52.217-8 formula (shown below) will constitute the TEP. The formula for the Option to Extend Services amount is as follows: Base Year = CLIN Unit Amount x 6* Option Year 1 = CLIN Unit Amount x 6* Option Year 2 = CLIN Unit Amount x 6* Option Year 3 = CLIN Unit Amount x 6* Option Year 4 = CLIN Unit Amount x 6* Evaluating the Option CLINs does not obligate the government to exercise the Options. (4) Offerors are cautioned to submit sufficient information and in the format specified in 52.212-1, Instructions to Offerors - Commercial Items, of this solicitation. Offerors may be asked to clarify certain aspects of their proposals. Exchanges conducted to resolve minor or clerical errors will not constitute discussions and the contracting officer reserves the right to award a contract without the opportunity for proposal revision. The government intends to award a contract without discussions with respective offerors. The government, however, reserves the right to conduct discussions if deemed in its best interest. (5) Award will be made to the highest priced offer, based on TEP, that meets the acceptability standards for non-price factors." (End of Addendum)