10. THIS ACQUISITION IS HUBZONE SMALL BUSINESS SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS

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1 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER HDEC05-15-D FOR SOLICITATION INFORMATION CALL: 9. ISSUED BY DEFENSE COMMISSARY AGENCY ENTERPRISE ACQUISITION DIVISION 1300 E AVENUE FORT LEE VA TEL: FAX: (804) DELIVERY FOR FOB DESTINA- TION UNLESS BLOCK IS MARKED SEE SCHEDULE 12-Dec-2014 a. NAME HEATHER JARRATT CODE HDEC DISCOUNT TERMS 10. THIS ACQUISITION IS X SMALL BUSINESS HUBZONE SMALL BUSINESS SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS 1. REQUISITION NUMBER 13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE HDEC05-14-R-0002 PAGE 1 OF Sep-2014 b. TELEPHONE NUMBER (No Collect Calls) 8. OFFER DUE DATE/LOCAL TIME UNRESTRICTED OR WOMEN-OWNED SMALL BUSINESS (WOSB) ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS (EDWOSB) 8(A) 13b. RATING X SET ASIDE: 12:00 PM 20 Oct 2014 NAICS: % FOR: SIZE STANDARD: $11 MIL 14. METHOD OF SOLICITATION RFQ IFB X RFP 15. DELIVER TO CODE HQCAAA 16. ADMINISTERED BY DEFENSE COMMISSARY AGENCY STORE OPERATIONS 1300 E AVENUE FORT LEE VA SEE ITEM 9 CODE 17a.CONTRACTOR/ CODE 1YTY9 FACILITY OFFEROR CODE THOMAS E BLANCHARD & ASSO INC THOMAS BLANCHARD COUNTY RD 480 MC MILLAN MI TELEPHONE NO b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18a. PAYMENT WILL BE MADE BY CODE HQ0131 DFAS-WIDE AREA WORK FLOW DFAS - CVDAAA/CO P.O. BOX COLUMBUS OH b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK BELOW IS CHECKED SEE ADDENDUM ITEM NO. SCHEDULE OF SUPPLIES/ SERVICES QUANTITY UNIT UNIT PRICE AMOUNT SEE SCHEDULE 25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Gov t. Use Only ) $ a. SOLICITATION INCORPORATES BY REFERENCE FAR FAR ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED X 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR FAR IS ATTACHED. ADDENDA X ARE ARE NOT ATTACHED X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 2 COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED. 29. AWARD OF CONTRACT: REF. OFFER DATED. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: 30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) JILL A. CRAFT / CONTRACTING OFFICER TEL: X jill.craft@deca.mil (TYPE OR PRINT) 31c. DATE SIGNED 11-Dec-2014 AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE STANDARD FORM 1449 (REV. 2/2012) Prescribed by GSA FAR (48 CFR)

2 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS (CONTINUED) 19. ITEM NO. 20. SCHEDULE OF SUPPLIES/ SERVICES 21. QUANTITY UNIT UNIT PRICE PAGE 2 OF AMOUNT SEE SCHEDULE 32a. QUANTITY IN COLUMN 21 HAS BEEN RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: 32b. SIGNATURE OF AUTHORIZED GOVERNMENT 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE REPRESENTATIVE 32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32g. OF AUTHORIZED GOVERNMENT REPRESENTATIVE 33. SHIP NUMBER PARTIAL FINAL 34. VOUCHER NUMBER 35. AMOUNT VERIFIED CORRECT FOR 36. PAYMENT COMPLETE PARTIAL FINAL 37. CHECK NUMBER 38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY 41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42a. RECEIVED BY (Print) 42b. RECEIVED AT (Location) 42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE STANDARD FORM 1449 (REV. 2/2012) BACK Prescribed by GSA FAR (48 CFR)

3 Page 3 of 36 Section SF CONTINUATION SHEET ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each UNDEFINED $0.00 INVENTORY SERVICES - BASE PERIOD FFP WALL TO WALL INVENTORY OF MILITARY COMMISSARY STORE BASE PERFORMANCE PERIOD: Dec. 12, Dec. 11, 2015 CONTRACT INVENTORY OF SALES FLOORS, WAREHOUSES, AND STORAGE ROOMS FOR DoD CONUS, ALASKA, HAWAII, PUERTO RICO, & GUAM COMMISSARIES. THE CONTRACTOR SHALL BE RESPONSIBLE TO FURNISH ALL SUPERVISION, PERSONNEL, SUPPLIES AND EQUIPMENT (EXCLUDING MATERIAL HANDLING EQUIPMENT) NECESSARY TO PERFORM A PHYSICAL WALL-TO-WALL DOLLAR VALUE INVENTORY OF ITEMS SOLD BY COMMISSARIES. SEE ATTACHED PERFORMANCE WORK STATEMENT (PWS). MAX NET AMT $0.00

4 Page 4 of 36 ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each NSP Enterprise-wide CTR Manpower Reporting FFP (Note: This CLIN is provided to capture contractor cost for completing the administrative process of reporting) The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Defense Commissary Agency via a secure data collection site for fiscal year The contractor is required to completely fill in all required fields using the following web address: All data shall be reported NLT October 31, MAX NET AMT ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each UNDEFINED $0.00 INVENTORY SERVICES - FIRST OPTION PERIOD FFP WALL TO WALL INVENTORY OF MILITARY COMMISSARY STORE BASE PERFORMANCE PERIOD: Dec 12, Dec 11, 2016 CONTRACT INVENTORY OF SALES FLOORS, WAREHOUSES, AND STORAGE ROOMS FOR DoD CONUS, ALASKA, HAWAII, PUERTO RICO, & GUAM COMMISSARIES. THE CONTRACTOR SHALL BE RESPONSIBLE TO FURNISH ALL SUPERVISION, PERSONNEL, SUPPLIES AND EQUIPMENT (EXCLUDING MATERIAL HANDLING EQUIPMENT) NECESSARY TO PERFORM A PHYSICAL WALL-TO-WALL DOLLAR VALUE INVENTORY OF ITEMS SOLD BY COMMISSARIES. SEE ATTACHED PERFORMANCE WORK STATEMENT (PWS). MAX NET AMT $0.00

5 Page 5 of 36 ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each NSP Enterprise-wide CTR Manpower Reporting FFP (Note: This CLIN is provided to capture contractor cost for completing the administrative process of reporting) The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Defense Commissary Agency via a secure data collection site for fiscal year The contractor is required to completely fill in all required fields using the following web address: All data shall be reported NLT October 31, MAX NET AMT

6 Page 6 of 36 ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each UNDEFINED $0.00 INVENTORY SERVICES -SECOND OPTION PERIOD FFP WALL TO WALL INVENTORY OF MILITARY COMMISSARY STORE BASE PERFORMANCE PERIOD: Dec 12, Dec 11, 2017 CONTRACT INVENTORY OF SALES FLOORS, WAREHOUSES, AND STORAGE ROOMS FOR DoD CONUS, ALASKA, HAWAII, PUERTO RICO, & GUAM COMMISSARIES. THE CONTRACTOR SHALL BE RESPONSIBLE TO FURNISH ALL SUPERVISION, PERSONNEL, SUPPLIES AND EQUIPMENT (EXCLUDING MATERIAL HANDLING EQUIPMENT) NECESSARY TO PERFORM A PHYSICAL WALL-TO-WALL DOLLAR VALUE INVENTORY OF ITEMS SOLD BY COMMISSARIES. SEE ATTACHED PERFORMANCE WORK STATEMENT (PWS). MAX NET AMT $0.00 ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each NSP Enterprise-wide CTR Manpower Reporting FFP (Note: This CLIN is provided to capture contractor cost for completing the administrative process of reporting) The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Defense Commissary Agency via a secure data collection site for fiscal year The contractor is required to completely fill in all required fields using the following web address: All data shall be reported NLT October 31, MAX NET AMT

7 Page 7 of 36 ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each UNDEFINED $0.00 INVENTORY SERVICES - THIRD OPTION PERIOD FFP WALL TO WALL INVENTORY OF MILITARY COMMISSARY STORE BASE PERFORMANCE PERIOD: Dec 12, Dec 11, 2018 CONTRACT INVENTORY OF SALES FLOORS, WAREHOUSES, AND STORAGE ROOMS FOR DoD CONUS, ALASKA, HAWAII, PUERTO RICO, & GUAM COMMISSARIES. THE CONTRACTOR SHALL BE RESPONSIBLE TO FURNISH ALL SUPERVISION, PERSONNEL, SUPPLIES AND EQUIPMENT (EXCLUDING MATERIAL HANDLING EQUIPMENT) NECESSARY TO PERFORM A PHYSICAL WALL-TO-WALL DOLLAR VALUE INVENTORY OF ITEMS SOLD BY COMMISSARIES. SEE ATTACHED PERFORMANCE WORK STATEMENT (PWS). MAX NET AMT $0.00

8 Page 8 of 36 ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each NSP Enterprise-wide CTR Manpower Reporting FFP (Note: This CLIN is provided to capture contractor cost for completing the administrative process of reporting) The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Defense Commissary Agency via a secure data collection site for fiscal year The contractor is required to completely fill in all required fields using the following web address: All data shall be reported NLT October 31, MAX NET AMT ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each UNDEFINED $0.00 INVENTORY SERVICES -FOURTH OPTION PERIOD FFP WALL TO WALL INVENTORY OF MILITARY COMMISSARY STORE BASE PERFORMANCE PERIOD: Dec. 12, Sept. 11, 2019 CONTRACT INVENTORY OF SALES FLOORS, WAREHOUSES, AND STORAGE ROOMS FOR DoD CONUS, ALASKA, HAWAII, PUERTO RICO, & GUAM COMMISSARIES. THE CONTRACTOR SHALL BE RESPONSIBLE TO FURNISH ALL SUPERVISION, PERSONNEL, SUPPLIES AND EQUIPMENT (EXCLUDING MATERIAL HANDLING EQUIPMENT) NECESSARY TO PERFORM A PHYSICAL WALL-TO-WALL DOLLAR VALUE INVENTORY OF ITEMS SOLD BY COMMISSARIES. SEE ATTACHED PERFORMANCE WORK STATEMENT (PWS). MAX NET AMT $0.00

9 Page 9 of 36 ITEM NO SUPPLIES/SERVICES MAX UNIT UNIT PRICE MAX AMOUNT QUANTITY Each NSP Enterprise-wide CTR Manpower Reporting FFP (Note: This CLIN is provided to capture contractor cost for completing the administrative process of reporting) The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Defense Commissary Agency via a secure data collection site for fiscal year The contractor is required to completely fill in all required fields using the following web address: All data shall be reported NLT October 31, MAX NET AMT ADDENDUM TO Addendum to FAR CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS I. CONTRACT TERMS AND CONDITIONS, TASK ORDERS A. GENERAL INFORMATION 1. Offerors awarded a Firm Fixed Price indefinite delivery/indefinite quantity (IDIQ) task order contract will be given an opportunity to submit a price for inventory service requirements arising for the duration of the performance period, unless contractor requests consideration for only certain areas. In addition, awardees need not be given an opportunity to be considered for a particular order if the contracting officer determines that: a. The agency need for such supplies or services is of such urgency that providing such opportunity would result in unacceptable delays; b. It is necessary to place an order to satisfy a minimum guarantee; c. The situation identified in Paragraph 4 below applies. 2. Offerors are not required to submit a price for every inventory service opportunity; however, negative responses are required.

10 Page 10 of Inventory requirements, including performance date, time, estimated value, Service Contract Labor Standards wage determinations, and other necessary information, will be provided at the time prices are requested. Contractor travel costs are not handled separately. The contractor s unit price must include any related travel costs associated with the performance of inventory services. At the contracting officer s discretion, prices may be submitted and received in verbal, written, facsimile, , or any other method available. 4. Accountable inventories are usually performed once a year for each commissary. At times, additional inventories may be required during the same fiscal year. When more than one inventory is required by a commissary during the same fiscal year, a different contractor (other than the contractor that performed the initial or subsequent inventory) must be selected to perform the additional inventory. 5. To ensure the integrity of the inventory process, the Contractor must have enough personnel to ensure a disinterested party is available for all validation (second) and reconciliation (third) counts. A disinterested party is a person that has no prior knowledge of a specific section count or value. For example, an individual that conducted the initial count of a section can not validate that same section since they have prior knowledge of that section s value. Contractors that use a team leader approach can not have their team leader perform any validation or reconciliation counts because a team leader usually has knowledge of the inventory section counts, and therefore, not a disinterested party. B. PRICING OF TASK ORDERS: Unit prices for inventory services must be expressed in whole cents. Unit prices expressed in tenths or hundredths of cents will be rounded to the nearest whole cent for evaluation and award. EXTENSIONS IN PRICING WILL BE CORRECTED. UNIT PRICE INDICATED IN RESPONSE TO ANY REQUEST FOR PRICING (and rounded to the nearest whole cent, as applicable) WILL PREVAIL. C. EVALUATION FOR TASK ORDER 1. Evaluation for award of task orders will be based on Low Price/Technically Acceptable (LPTA) during the contract period. Performance will be approximately equal to price. The Government will award the task orders to the offeror representing the best value to the Government. Individual inventory service performances will be competed amongst the multiple Indefinite-Delivery, Indefinite-Quantity (IDIQ) contract holders as the services are required, and awarded based on the Lowest Price- Technically Acceptable offer. 2. Each task order for inventory service will contain a performance evaluation to be completed by the Store Director or his/her representative after the completion of the inventory service. 3. The performance evaluation will contain a rating of the following elements of the service performance: Quality of Service, Timeliness/Schedule, Management, and Management of Key Personnel. 4. The information contained in these evaluations will be used to create a past performance data bank for consideration in awarding future task orders. If a contractor s recent performance differs significantly from the information in the past performance data bank, the Government reserves the right to use the more current information for future awards. Some situations that may impact future awards

11 Page 11 of 36 include, but are not limited to, cancelled inventories due to the contractor s inability to perform, adverse reports of performance, trends in performance such as repeated lateness, and/or inability to complete services on time. 5. Prior to award of any order resulting from the pricing request, confirmation of ability to perform at each specific location may be obtained verbally or in writing from the apparent successful offeror for that location. 6. The Government reserves the right to obtain services elsewhere if none of the contractors are available for a performance at a reasonable price. 7. A contractor will not be considered for a commissary inventory if that contractor has already performed an inventory at the same commissary within the same fiscal year. D. ISSUANCE OF TASK ORDERS 1. Inventory awards will be issued as fixed-priced task orders. 2. Task orders for inventory performance, to the extent practicable, will be issued at least 30 days in advance of the required performance date. 3. Orders may be issued by , hardcopy, or verbally. 4. Performance dates and times are not subject to change at the request of the contractor; however, the Contracting Officer may agree to changes in extenuating circumstances. E. MODIFICATIONS TO TASK ORDERS: Reference Paragraph (c): The Government may issue unilateral written administrative modifications that do not affect the substantive rights of the parties. Examples of administrative modifications are corrections in the payment office address or changes to the accounting and appropriation data. The contracting officer may also adjust the contract payment amount in accordance with the contract terms when an inventory exceeds 115% of the estimate listed on the task order, and/or when liquidated damages are assessed. II. FAILURE TO PERFORM: Commissaries devote a substantial number of man-hours to prepare for an inventory; therefore, it is important that an inventory be conducted as scheduled. If for any reason a contractor fails to perform an inventory as scheduled, the contractor may be held liable to the Government for the commissary s costs to prepare for that inventory, and potentially for re-procurement costs. Some examples of failure to perform include, but are not limited to, having less than two people to conduct an inventory, contractor team members not being able to gain access to the installation that the commissary is located on, and the contractor not having a disinterested team member to conduct validation counts. Since each commissary inventory involves a different level of effort, the contracting officer will consider the factors surrounding each situation on a case by case basis. Breach of contract terms is also a failure to perform. An example of a breach is sharing a inventory section count with the person performing the validation count. By signing final inventory documentation and/or submission of an invoice, the delivery order awardee is certifying and making a claim that the effort has been accomplished within the confines of contract terms. Potential false claims may be submitted to authorities to investigate as to whether a violation of the False Claims Act (see 31 U.S.C ) has occurred. III. Task Order Ombudsman: In accordance with FAR (b)(5), the Ombudsman for this contract is: DEFENSE COMMISSARY AGENCY

12 Page 12 of 36 DIRECTOR OF ACQUISITION MANAGEMENT 1300 E AVENUE FORT LEE, VA ADDENDUM TO I. LABOR POSTER INFORMATION Clause at , Service Contract Labor Standards, as amended, is applicable to the services performed under this contract. The contractor is responsible for obtaining and posting the following publications available at 1. Employee Rights on Government Contracts (WHD Publication 1313) 2. Employee Rights under Fair Labor Standards Act (WHD Publication 1088) 3. Equal Employment Opportunity is the Law (OFCCP 1420) If you are unable to obtain a copy of the applicable posters at the above web site, please contact the Contract Administrator identified on page one of this award document. INSPECTION AND ACCEPTANCE TERMS Supplies/services will be inspected/accepted at: CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY 0001 Destination Government Destination Government 0002 Destination Government Destination Government 1001 Destination Government Destination Government 1002 Destination Government Destination Government 2001 Destination Government Destination Government 2002 Destination Government Destination Government 3001 Destination Government Destination Government 3002 Destination Government Destination Government 4001 Destination Government Destination Government 4002 Destination Government Destination Government DELIVERY INFORMATION CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

13 Page 13 of POP 12-DEC-2014 TO 11-DEC-2015 N/A DEFENSE COMMISSARY AGENCY STORE OPERATIONS 1300 E AVENUE FORT LEE VA HQCAAA 0002 POP 12-DEC-2014 TO 11-DEC-2015 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 1001 POP 12-DEC-2015 TO 11-DEC-2016 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 1002 POP 12-DEC-2015 TO 11-DEC-2016 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 2001 POP 12-DEC-2016 TO 11-DEC-2017 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 2002 POP 12-DEC-2016 TO 11-DEC-2017 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 3001 POP 12-DEC-2017 TO 11-DEC-2018 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 3002 POP 12-DEC-2017 TO 11-DEC-2018 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 4001 POP 12-DEC-2018 TO 11-SEP-2019 N/A (SAME AS PREVIOUS LOCATION) HQCAAA 4002 POP 12-DEC-2018 TO 11-SEP-2019 N/A (SAME AS PREVIOUS LOCATION) HQCAAA CLAUSES INCORPORATED BY REFERENCE Gratuities APR Alt I Restrictions On Subcontractor Sales To The Government OCT 1995 (Sep 2006) -- Alternate I Limitation On Payments To Influence Certain Federal Transactions OCT Contractor Employee Whistleblower Rights and Requirement APR 2014 To Inform Employees of Whistleblower Rights Printed or Copied Double-Sided on Postconsumer Fiber MAY 2011 Content Paper System for Award Management JUL Reporting Executive Compensation and First-Tier Subcontract Awards JUL 2013

14 System for Award Management Maintenance JUL Protecting the Government's Interest When Subcontracting AUG 2013 With Contractors Debarred, Suspended, or Proposed for Debarment Contract Terms and Conditions--Commercial Items MAY Utilization of Small Business Concerns OCT Limitations On Subcontracting NOV Convict Labor JUN Prohibition Of Segregated Facilities FEB Equal Opportunity MAR Equal Opportunity for Veterans SEP Affirmative Action For Workers With Disabilities OCT Employment Reports on Veterans SEP Notification of Employee Rights Under the National Labor DEC 2010 Relations Act Service Contract Act Of 1965 MAY Fair Labor Standards Act And Service Contract Labor MAY 2014 Standards - Price Adjustment (Multiple Year And Option Contracts) Combating Trafficking in Persons FEB Employment Eligibility Verification AUG Alt I Pollution Prevention and Right-to-Know Information (May MAY ) Alternate I Waste Reduction Program MAY Encouraging Contractor Policies To Ban Text Messaging AUG 2011 While Driving Restrictions on Certain Foreign Purchases JUN Insurance - Work On A Government Installation JAN Interest MAY Availability Of Funds APR Payment by Electronic Funds Transfer--System for Award JUL 2013 Management Providing Accelerated Payments to Small Business DEC 2013 Subcontractors Protest After Award AUG Applicable Law for Breach of Contract Claim OCT Protection Of Government Buildings, Equipment, And APR 1984 Vegetation Bankruptcy JUL Contracting Officer's Representative DEC Requirements Relating to Compensation of Former DoD Officials SEP Requirement to Inform Employees of Whistleblower Rights SEP Alt A System for Award Management Alternate A FEB Disclosure of Information to Litigation Support Contractors FEB Subcontracting With Firms That Are Owned or Controlled By MAR 2014 The Government of a Terrorist Country Allowability of Legal Costs Incurred in Connection With a SEP 2013 Whistleblower Proceeding Export-Controlled Items JUN Levies on Contract Payments DEC Pricing Of Contract Modifications DEC Requests for Equitable Adjustment DEC Subcontracts for Commercial Items JUN 2013 HDEC05-15-D-0010 Page 14 of 36

15 Page 15 of 36 CLAUSES INCORPORATED BY FULL TEXT INSTALLATION ACCESS REQUIREMENTS (JAN ) The contractor shall be responsible for ensuring full compliance with all installation access procedures. Installation access includes, but is not limited to, obtaining applicable installation passes and inspections for vehicles and personnel. Contractor employees may also be subject to background security checks/clearances in order to obtain credentials for passes. Some installations are using programs, such as RAPIDGate, which may result in a cost to the contractor. Any costs associated with such programs or with obtaining passes, will not be reimbursed separately and should be included in the contractor's proposed pricing for the product or services being acquired LIQUIDATED DAMAGES--SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT (SEP 2000) (a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $ per hour of delay. (b) If the Government terminates this contract in whole or in part under the Default--Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause. (c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default--Fixed-Price Supply and Service clause in this contract. (End of clause) CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS COMMERCIAL ITEMS (DEVIATION 2013-O0019) (JUN 2014) (a) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (a) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at , Audit and Records -- Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor s directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any

16 Page 16 of 36 shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (b) (1) Notwithstanding the requirements of any other clause in this contract, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (b)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause (i) , Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L , Title VI, Chapter 1 (41 U.S.C. 251 note)). (ii) , Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include in lower tier subcontracts that offer subcontracting opportunities. (iii) , Nondisplacement of Qualified Workers (Jan 2013) (E.O ). Flow down required in accordance with paragraph (1) of FAR clause (iv) , Equal Opportunity (Mar 2007) (E.O ). (v) , Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212). (vi) , Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793). (vii) , Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O ). Flow down required in accordance with paragraph (f) of FAR clause (viii) , Service Contract Act of 1965, (Nov 2007), (41 U.S.C. 351, et seq.) (ix) , Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)). Alternate I (Aug 2007) of (22 U.S.C. 7104(g)). (x) , Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.). (xi) , Exemption from Application of the Service Contract Act to Contracts for Certain Services-- Requirements (Feb 2009) (41 U.S.C. 351, et seq.) (xii) , Employment Eligibility Verification (Jul 2012). (xiii) , Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) (Pub. L ). Flow down required in accordance with paragraph (e) of FAR clause (xiv) , Preference for Privately-Owned U.S.- Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause (2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

17 Page 17 of 36 (End of Clause) ORDER LIMITATIONS. (OCT 1995) (a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $200.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract. (b) Maximum order. The Contractor is not obligated to honor: (1) Any order for a single item in excess of $25,000; (2) Any order for a combination of items in excess of $150,000; or (3) A series of orders from the same ordering office within 365 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above. (c) If this is a requirements contract (i.e., includes the Requirements clause at subsection of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above. (d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 14 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source. (End of clause) INDEFINITE QUANTITY. (OCT 1995) (a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract. (b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum". The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum". (c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations. (d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and

18 Page 18 of 36 Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 6 months from the contract s expiration date. (End of clause) OPTION TO EXTEND SERVICES (NOV 1999) 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 shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within prior to expiration of the contract performance period. (End of clause) 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 at least 30 days prior to expiration of the current contract period; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 calendar 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 57 months. (End of clause) STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014) In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor (29 CFR part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C or THIS STATEMENT IS FOR INFORMATION ONLY: IT IS NOT A WAGE DETERMINATION Employee Class Monetary Wage-Fringe Benefits WG 2/4 GS Locality - Rest of United States (RUS) (Appropriated Fund Wage Schedules) Stock Clerk Locality (County, State) The applicable wage equivalent will be determined at the issuance of the delivery orders. (End of clause)

19 Page 19 of ESTABLISHING A MINIMUM WAGE FOR CONTRACTORS (DEVIATION 2014-O0017) (JUNE 2014) This clause implements Executive Order 13658, Establishing a Minimum Wage for Contractors, dated February 12, 2014, and OMB Policy Memorandum M-14-09, dated June 12, (a) Each service employee, laborer, or mechanic employed in the United States (the 50 States and the District of Columbia) in the performance of this contract by the prime Contractor or any subcontractor, regardless of any contractual relationship which may be alleged to exist between the Contractor and service employee, laborer, or mechanic, shall be paid not less than the applicable minimum wage under Executive Order The minimum wage required to be paid to each service employee, laborer, or mechanic performing work on this contract between January 1, 2015, and December 31, 2015, shall be $10.10 per hour. (b) The Contractor shall adjust the minimum wage paid under this contract each time the Secretary of Labor s annual determination of the applicable minimum wage under section 2(a)(ii) of Executive Order results in a higher minimum wage. Adjustments to the Executive Order minimum wage under section 2(a)(ii) of Executive Order will be effective for all service employees, laborers, or mechanics subject to the Executive Order beginning January 1 of the following year. The Secretary of Labor will publish annual determinations in the Federal Register no later than 90 days before such new wage is to take effect. The Secretary will also publish the applicable minimum wage on (or any successor website). The applicable published minimum wage is incorporated by reference into this contract. (c) The Contracting Officer will adjust the contract price or contract unit price under this clause only for the increase in labor costs resulting from the annual inflation increases in the Executive Order minimum wage beginning on January 1, The Contracting Officer shall consider documentation as to the specific costs and workers impacted in determining the amount of the adjustment. (d) The Contractor Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (c) of this clause, and will not provide price adjustments under this clause that result in duplicate price adjustments with the respective clause of this contract implementing the 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). (e) The Contractor shall include the substance of this clause, including this paragraph (e) in all subcontracts. (End of clause) CONSOLIDATED WAGE DETERMINATION (FEB 2011) The DOL wage determinations required for this solicitation and any resulting contract are incorporated by reference with full force and effect as required by FAR , Service Contract Act of 1965, as Amended (for commercial items see FAR , Contract Terms and Conditions Required to Implement Statutes or Executive Orders - Commercial Items, paragraph (c)(1)). The applicable wage determinations are listed in the attached consolidated wage determination. If there is any discrepancy between the consolidated wage determination and the DOL wage determination, the DOL wage determination shall prevail. Copies of the applicable wage determinations are available at If you are unable to obtain a copy of the WD from this site, please contact the issuing office identified in Block 9 of the SF 1449 or Block 7 of the SF LIABILITY TO THIRD PERSONS (APR 1997)

20 Page 20 of 36 The contractor shall be responsible for and hold the Government harmless from all claims on the part of persons not a party to this contract for personal injury, death, and property loss or damage caused in whole or in part by the fault or negligence of the contractor, his officers, agents, or employees in the performance of work under this contract VEHICLE OPERATION AND INSURANCE (DEC 2001) a. All private-owned and Contractor-owned vehicles shall be properly licensed, insured and safety inspected in accordance with applicable federal, state and local regulations. The following automotive liability coverage is required: (1) For Contractor-owned vehicles: Bodily injury $200,000 per person, $500,000 per occurrence; property damage $20,000 per occurrence. (2) For privately-owned vehicles: Bodily injury and property damage insurance meeting requirements of state in which vehicle is registered. b. Vehicles licensed or registered in a state which requires a mechanical safety inspection must display a valid inspection sticker. c. All vehicles operating at the installation are subject to the installation traffic code, copies of which are available in the office of the installation Provost Marshal OTHER INSURANCE REQUIREMENTS (OCT 1995) The contractor shall procure and maintain during the entire period of performance under this contract the following minimum insurance and shall furnish a certificate upon request by the Contracting Officer: (1) Workmen's Compensation: As required by law of the APPLICABLE State. (2) Employer's Liability: $100,000 (3) Comprehensive General Liability: $500,000 each occurrence CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): (End of clause)

21 Page 21 of AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) (a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause. (b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation. (End of clause) ORDERING (MAY 2011) (a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the contract schedule. Such orders may be issued December 12, 2014 through September 11, (b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control. (c)(1) If issued electronically, the order is considered ``issued'' when a copy has been posted to the Electronic Document Access system, and notice has been sent to the Contractor. (2) If mailed or transmitted by facsimile, a delivery order or task order is considered ``issued'' when the Government deposits the order in the mail or transmits by facsimile. Mailing includes transmittal by U.S. mail or private delivery services. (3) Orders may be issued orally only if authorized in the schedule. (End of Clause) ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (JUNE 2012) (a) Definitions. As used in this clause (1) Contract financing payment and invoice payment have the meanings given in section of the Federal Acquisition Regulation. (2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, , and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using Wide Area WorkFlow (WAWF) or another electronic form authorized by the Contracting Officer.

22 (3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract. Page 22 of 36 (4) Receiving report means the data required by the clause at , Material Inspection and Receiving Report. (b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. Information regarding WAWF is available on the Internet at (c) The Contractor may submit a payment request and receiving report using other than WAWF only when (1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer's determination with each request for payment; (2) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System); (3) DoD makes payment for rendered health care services using the TRICARE Encounter Data System (TEDS) as the electronic format; or (4) When the Governmentwide commercial purchase card is used as the method of payment, only submission of the receiving report in electronic form is required. (d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract. (e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payments requests. (End of clause) WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013) (a) Definitions. As used in this clause-- Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization. Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF). Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system. (b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS , Electronic Submission

23 Page 23 of 36 of Payment Requests and Receiving Reports. (c) WAWF access. To access WAWF, the Contractor shall-- (1) Have a designated electronic business point of contact in the System for Award Management at and (2) Be registered to use WAWF at following the step-by-step procedures for self-registration available at this Web site. (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the Web Based Training link on the WAWF home page at (e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol. (f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order: (1) Document type. The Contractor shall use the following document type(s). Invoice (2-in-1) (Contracting Officer: Insert applicable document type(s). Note: If a Combo document type is identified but not supportable by the Contractor's business systems, an Invoice (stand-alone) and Receiving Report (stand-alone) document type may be used instead.) (2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer. Enterprise Acquisition Division (HDEC05) (Contracting Officer: Insert inspection and acceptance locations or Not applicable.) (3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system. Routing Data Table* Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC HQ0131 Issue By DoDAAC HDEC05 Admin DoDAAC HDEC05 Inspect By DoDAAC HDEC05 Ship To Code Ship From Code Mark For Code Service Approver (DoDAAC) HDEC05 Service Acceptor (DoDAAC) HDEC05 Accept at Other DoDAAC

24 Page 24 of 36 LPO DoDAAC DCAA Auditor DoDAAC Other DoDAAC(s) (*Contracting Officer: Insert applicable DoDAAC information or See schedule if multiple ship to/acceptance locations apply, or Not applicable. ) (4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request. (5) WAWF notifications. The Contractor shall enter the address identified below in the Send Additional Notifications field of WAWF once a document is submitted in the system. Katyca.cathright@deca.mil Heather.jarratt@deca.mil (Contracting Officer: Insert applicable addresses or Not applicable. ) (g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact. KaTyca Cathright Contract Specialist (804) ext (Contracting Officer: Insert applicable information or Not applicable. ) (2) For technical WAWF help, contact the WAWF helpdesk at (End of clause) FOIA NOTICE IMPORTANT INFORMATION FREEDOM OF INFORMATION ACT (FOIA) Upon award of this contract, the Agency intends to make public the total contract award amount, as well as any awarded individual contract line item pricing (CLIN or Sub-CLIN), within the Agency s electronic reading room located at and on the Government Point of Entry (GPE) Unexercised Option year prices will not be published. This action is taken to ensure contract award information is available to the general public pursuant to the President s January 21, 2009 memorandum regarding the Freedom of Information Act. Be advised that the contract(s) resulting from this solicitation will be posted at two distinct points during the procurement cycle: 1. RECENT CONTRACT AWARDS: The first posting will take place immediately after the contracts are awarded and will contain only the base year pricing.