TOS_DRFP_Final_19_May.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 350)

RATING

DX-C9

PAGE OF PAGES

1 45

2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

5. DATE ISSUED

19 MAY 2014

6. REQUISITION/PURCHASE NO.

FA9101-13-R-0100

7. ISSUED BY AEDC/SSO CODE 8. ADDRESS OFFER TO (If other than Item 7)

AEDC/SSO

1307 SCHRIEVER AVE

ARNOLD AFB, TN 37389-5100

JOE D. WARREN 931-454-5933

AEDC.SSO@US.AF.MIL

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”.

SOLICITATION

9.

10. FOR

INFORMATION

CALL:

A. NAME

See Block 7

B. TELEPHONE (Include area code)

(NO COLLECT CALLS)

See Block 7

C. E-MAIL ADDRESS

See Block 7

11. TABLE OF CONTENTS

() SEC. DESCRIPTION PAGE(S) () SEC DESCRIPTION PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM 1 I CONTRACT CLAUSES 33

B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT 10 J LIST OF ATTACHMENTS 45

D PACKAGING AND MARKING 11 PART IV - REPRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE 12 K REPRESENTATIONS, CERTIFICATIONS, K - 1

F DELIVERIES OR PERFORMANCE 13 AND OTHER STATEMENTS OF OFFERORS

G CONTRACT ADMINISTRATION DATA 14 L INSTRS, CONDS, AND NOTICES TO OFFERORS L - 1

H SPECIAL CONTRACT REQUIREMENTS 17 M EVALUATION FACTORS FOR AWARD M - 1

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ____ ____ calendar days (240 calendar days unless a different period is inserted by the offeror) from the date of receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

14. ACKNOWLEDGEMENTS OF AMENDMENTS

(The offeror acknowledges receipt of amend-

AMENDMENT NO. DATE AMENDMENT NO. DATE

ments to the SOLICITATION for offerors and related documents numbered and dated:

15A. NAME

AND

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or print)

ADDRESS

OF

OFFEROR

15B. TELEPHONE NO. (Include area code)

15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETI-

TION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (REV. 9-97)

PREVIOUS EDITION IS UNUSABLE Prescribed by GSA ConWrite Version 6.14.1 FAR (48 CFR) 53.21(c) Created 16 May 2014 12:57 PM

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION B FA9101-13-R-0100

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

Noun: PHASE-IN Contract type: J - FIRM FIXED PRICE Start Date: 01 JUL 2015 Completion Date: 30 SEP 2015 Descriptive Data:

The Contractor shall perform Phase-In as described in the Technical Volume.

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY16)

Contract type: R - COST PLUS AWARD FEE Start Date: 01 OCT 2015 Completion Date: 30 SEP 2016 Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering Development Complex in accordance with the attached Performance Work Statement for the basic contract period (FY16).

NSP

Noun: DATA (FY16) DD1423 is Exhibit: A Contract type: R - COST PLUS AWARD FEE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

The Contractor shall provide data in accordance with the attached Contract Data Requirements List identified as Exhibits A and B for the basic contract period (FY16).

Noun: AWARD FEE POOL (FY16) Contract type: R - COST PLUS AWARD FEE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

This amount represents the maximum award fee pool for FY16.

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

REGULAR OPTIONS

0005 OPTION CLIN (Service) $__________

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY17)

Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering

Option Period I (FY17).

0006 OPTION CLIN (Service) NSP

Noun: DATA (FY17) DD1423 is Exhibit: A Descriptive Data:

Requirements List identified as Exhibits A and B for Option Period I (FY17).

0007 OPTION CLIN (Service) $__________

Noun: AWARD FEE POOL (FY17) Descriptive Data:

This amount represents the maximum award fee pool for FY17.

0008 OPTION CLIN (Service) $__________

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY18)

Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering

Option Period II (FY18).

0009 OPTION CLIN (Service) NSP

Noun: DATA (FY18) DD1423 is Exhibit: A Descriptive Data:

Requirements List identified as Exhibits A and B for Option Period II (FY18).

0010 OPTION CLIN (Service) $__________

Noun: AWARD FEE POOL (FY18) Descriptive Data:

This amount represents the maximum award fee pool for FY18.

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0011 OPTION CLIN (Service) $__________

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY19)

Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering

Option Period III (FY19).

0012 OPTION CLIN (Service) NSP

Noun: DATA (FY19) DD1423 is Exhibit: A Descriptive Data:

Requirements List identified as Exhibits A and B for Option Period III (FY19).

0013 OPTION CLIN (Service) $__________

Noun: AWARD FEE POOL (FY19) Descriptive Data:

This amount represents the maximum award fee pool for FY19.

AWARD TERM PERIOD I

0014 OPTION CLIN (Service) $__________

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY20)

Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering Development Complex in accordance with the attached Performance Work Statement for Award Term Period I (FY20). (See Section H Clause H119, Award Fee and Award Term

(MAY 2014)).

0015 OPTION CLIN (Service) NSP

Noun: DATA (FY20) DD1423 is Exhibit: A Descriptive Data:

The Contractor shall provide data in accordance with the attached Contract Data Requirements List identified as Exhibits A and B for Award Term Period I (FY20). (See Section H Clause H119, Award Fee and Award Term (MAY 2014)).

0016 OPTION CLIN (Service) $__________

Noun: AWARD FEE POOL (FY20) Descriptive Data:

This amount represents the maximum award fee pool for FY20. (See Section H Clause H119, Award Fee and Award Term (MAY 2014)).

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

AWARD TERM PERIOD II

0017 OPTION CLIN (Service) $__________

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY21)

Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering Development Complex in accordance with the attached Performance Work Statement for Award Term Period II (FY21). (See Section H Clause H119, Award Fee and Award Term

(MAY 2014))

0018 OPTION CLIN (Service) NSP

Noun: DATA (FY21) DD1423 is Exhibit: A Descriptive Data:

The Contractor shall provide data in accordance with the attached Contract Data Requirements List identified as Exhibits A and B for Award Term Period II (FY21). (See Section H Clause H119, Award Fee and Award Term (MAY 2014))

0019 OPTION CLIN (Service) $__________

Noun: AWARD FEE POOL (FY21) Descriptive Data:

This amount represents the maximum award fee pool for FY21. (See Section H Clause H119, Award Fee and Award Term (MAY 2014))

REGULAR OPTIONS

0020 OPTION CLIN (Service) $__________

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY22)

Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering Development Complex in accordance with the attached Performance Work Statement for Option Period IV (FY22). (See Section H Clause H119, Award Fee and Award Term

0021 OPTION CLIN (Service) NSP

Noun: DATA (FY22) DD1423 is Exhibit: A Descriptive Data:

The Contractor shall provide data in accordance with the attached Contract Data Requirements List identified as Exhibits A and B for Option Period IV (FY22). (See

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

0022 OPTION CLIN (Service) $__________

Noun: AWARD FEE POOL (FY22) Descriptive Data:

This amount represents the maximum award fee pool for FY22. (See Section H Clause

0023 OPTION CLIN (Service) $__________

Noun: TEST OPERATIONS AND SUSTAINMENT FOR AEDC

(FY23)

Descriptive Data:

The Contractor shall provide test operations, technology development, equipment and facility sustainment, capital improvements, and support services for Arnold Engineering Development Complex in accordance with the attached Performance Work Statement for Option Period V (FY23). (See Section H Clause H119, Award Fee and Award Term

0024 OPTION CLIN (Service) NSP

Noun: DATA (FY23) DD1423 is Exhibit: A Descriptive Data:

The Contractor shall provide data in accordance with the attached Contract Data Requirements List identified as Exhibits A and B for Option Period V (FY23). (See

0025 OPTION CLIN (Service) $__________

Noun: AWARD FEE POOL (FY23) Descriptive Data:

This amount represents the maximum award fee pool for FY23. (See Section H Clause

The CLIN structure of this contract may be slightly modified (e.g., adding informational sublines) after contract award to meet Electronic Document Access (EDA) requirements. These changes are for administrative purposes only and do not affect the cost or price of this contract.

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION CONTRACT CLAUSES

II. NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

NONE

OTHER CONTRACT CLAUSES IN FULL TEXT

B038 CONTRACT TYPE: COST-PLUS-AWARD-FEE (FEB 1997) (TAILORED)

The contractor shall be reimbursed for performance of this contract in accordance with the contract clauses and the following additional terms:

ESTIMATED COST AND FEE.

(a) The total Estimated Cost of this contract for Items 0002 and 0003 above is

(b) The Base Fee of this contract is $0. The Award Fee Pool for Items 0002 and 0003 is

(c) The Earned Award Fee Pool of this contract is $__________________. The determination and frequency of the Award Fee payment will be as set forth in the Award Fee / Award Term Plan.

(d) The sum of the total Estimated Cost, the Earned Award Fee, and the Phase-In Price of this contract is $___________________.

(e) The breakdown of the contract price by fiscal year is as follows:

FY15

Phase-In Price $_________________

FY16

Estimated Cost $ _________________ Earned Award Fee _________________ Contract Price _________________ The Remaining Award Fee Pool is _________________

REGULAR OPTION YEARS

FY17

Earned Award Fee _________________

FY18

Earned Award Fee _________________

FY19

Earned Award Fee _________________

AWARD TERM PERIODS

FY20

Estimated Cost $ _________________ Earned Award Fee _________________

FY21

Earned Award Fee _________________

REGULAR OPTION YEARS

FY22

Estimated Cost $ _________________ Earned Award Fee _________________

FY23

Earned Award Fee _________________

SECTION C - DESCRIPTION/SPECS./WORK STATEMENT

SECTION C FA9101-13-R-0100

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

C100 PERFORMANCE WORK STATEMENT (MAY 2014)

See Attachment 8, Performance Work Statement, dated 12 MAY 2014.

SECTION D - PACKAGING AND MARKING

SECTION D FA9101-13-R-0100

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

D100 PACKAGING AND MARKING (MAY 2014)

The contractor shall provide packaging and marking which shall afford adequate protection against corrosion, deterioration, and physical damage during shipment for all applicable items.

The contractor shall place only the following information on items designed and/or fabricated under this contract:

Designed (and/or Fabricated) For: USAF-AEDC By: ___________________________ Contract Number: _______________

SECTION E - INSPECTION AND ACCEPTANCE

SECTION E FA9101-13-R-0100

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

52.246-03 INSPECTION OF SUPPLIES -- COST-REIMBURSEMENT (MAY 2001)

52.246-04 INSPECTION OF SERVICES -- FIXED-PRICE (AUG 1996)

52.246-05 INSPECTION OF SERVICES -- COST-REIMBURSEMENT (APR 1984)

52.246-08 INSPECTION OF RESEARCH AND DEVELOPMENT -- COST-REIMBURSEMENT

(MAY 2001)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

Applies to Firm-Fixed-Price CLIN(s) only.

II. NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

E100 POINT OF INSPECTION AND ACCEPTANCE (MAY 2014)

Arnold Air Force Base, TN; Tunnel 9, White Oak, MD; and NFAC, Moffett Field, CA are designated as the point of final inspection and acceptance for work performed under this contract.

E101 GOVERNMENT INSPECTIONS (MAY 2014)

a. Any inspection of the contractor's work shall be governed by the contract clauses incorporated by reference and the terms and conditions of this contract and shall not involve direction or supervision of the contractor's employees. Only the Contracting Officer shall direct compliance or correction of conditions noted by inspectors.

b. It is Government policy that only designated Government contract inspectors such as Contracting Officer Representatives (CORs) may inspect the contractor's performance. However, when directed by the Contracting Officer, the contractor shall provide information to the inspector general or staff assistance personnel to assist in their evaluation of the Complex Management. Moreover, the contractor also shall provide information on performance of the contract functions, as required by the Contracting Officer, to the HQ AEDC Air Force Staff to help in resolving various issues.

SECTION F - DELIVERIES OR PERFORMANCE

SECTION F FA9101-13-R-0100

I. NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

52.242-15 STOP-WORK ORDER (AUG 1989)

Applies to Firm-Fixed-Price CLIN(s) only.

52.242-15 STOP-WORK ORDER (AUG 1989) - ALTERNATE I (APR 1984)

Applies to Cost-Plus-Award-Fee CLIN(s) only.

II. NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

F100 TIME OF PERFORMANCE (MAY 2014)

Performance under this contract shall be from:

Contract Period Period of Performance Phase-In 01 Jul 2015 thru 30 Sep 2015 Base Period 01 Oct 2015 thru 30 Sep 2016 Option I 01 Oct 2016 thru 30 Sep 2017 Option II 01 Oct 2017 thru 30 Sep 2018 Option III 01 Oct 2018 thru 30 Sep 2019 Award Term Period I 01 Oct 2019 thru 30 Sep 2020 Award Term Period II 01 Oct 2020 thru 30 Sep 2021 Option IV 01 Oct 2021 thru 30 Sep 2022 Option V 01 Oct 2022 thru 30 Sep 2023

(Reference Section H Clause H119, Award Fee and Award Term (MAY 2014))

F101 PLACE AND METHOD OF DELIVERY (MAY 2014)

The place of performance of this contract shall be Arnold Air Force Base TN, White Oak MD, and Moffett Field CA. The contractor shall deliver all items to the Contracting Officer unless otherwise specified.

F102 MILITARY STANDARD TRANSPORTATION AND MOVEMENT PROCEDURES (MILSTAMP)

(MAY 2014)

The contact point for matters pertaining to MILSTAMP is the Contracting Officer, AFTC/PZZ (Arnold), 100 Kindel Drive, Suite A337, Arnold Air Force Base TN, 37389-1337. The contractor shall not ship directly to a military air or water port terminal without authorization from the contact point.

SECTION G - CONTRACT ADMINISTRATION DATA

SECTION G FA9101-13-R-0100

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

A. DEFENSE FAR SUPP CONTRACT CLAUSES IN FULL TEXT

252.232-7006 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 252.232-7003, Electronic Submission 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 https://www.acquisition.gov, and

(2) Be registered to use WAWF at https://wawf.eb.mil/ 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 https://wawf.eb.mil/

(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):______ (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: _____ (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 _____ (Insert Pay Official DoDAAC or N/A) Issue By DoDAAC _____ (Insert Issue By DoDAAC or N/A) Admin DoDAAC _____ (Insert Admin DoDAAC or N/A) Inspect By DoDAAC _____ (Insert Inspect by DoDAAC or N/A) Ship To Code _____ (Insert applicable DoDAAC info or "See Schedule" if multiple ship to / acceptance locations apply, or N/A) Ship From Code _____ (Insert Ship From Code or N/A) Mark For Code _____ (Insert Mark For Code or N/A) Service Approver (DoDAAC) _____ (Insert Approver DoDAAC or N/A) Service Acceptor (DoDAAC) _____ (Insert Acceptor DoDAAC or N/A) Accept at Other DoDAAC _____ (Insert appropriate DoDAAC or N/A) LPO DoDAAC _____ (Insert LPO DoDAAC or N/A) DCAA Auditor DoDAAC _____ (Insert Auditor DoDAAC or N/A) Other DoDAAC(s) _____ (Insert other DoDAACs or N/A)

(*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 email notifications. The Contractor shall enter the e-mail address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

_____ (Contracting Officer: Insert applicable email 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: _____ (Contracting Officer: Insert applicable information or “Not applicable.”)

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

B. OTHER CONTRACT CLAUSES IN FULL TEXT

G100 ADDITIONAL DATA (MAY 2014)

Any contract administration data not shown on the face of this contract may be obtained from the Contracting Officer, AFTC/PZZ (Arnold), 100 Kindel Drive, Suite A337, Arnold Air Force Base TN 37389- 1337.

G101 REPORTS OF INVENTION (MAY 2014)

The contractor shall forward the interim and final patent report of inventions required by DFARS 252.227- 7039, Patents--Reporting of Subject Inventions, through the Administrative Contracting Officer to:

Staff Judge Advocate

AEDC/JA

100 Kindel Drive, Suite B120 Arnold AFB TN 37389-2120

The reports may be submitted on DD Form 882, Reports of Inventions and Subcontracts.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

SECTION H FA9101-13-R-0100

NOTICE: The following contract clauses pertinent to this section are hereby incorporated in full text:

H025 INCORPORATION OF SECTION K (OCT 1998) (TAILORED)

Section K of the solicitation is hereby incorporated by reference.

H050 RIGHTS IN INFORMATION AND DATA (MAY 2014)

(a) Except as specifically authorized by this contract, or as otherwise approved in writing by the Contracting Officer, all sketches, notebooks, designs, drawings, specifications, blueprints, models, negatives, photographs, findings, memoranda, reports, recommendations, automated data processing equipment (ADPE) programs, and data of every description, as well as all copies of the foregoing, furnished by the Government, or produced or otherwise acquired by the contractor in the performance of this contract, shall be the property of the Government (any data belonging to third parties and furnished to the contractor by the Government in performance of this contract shall be treated as property of the Government). The contractor retains no right, title, or interest in and to the property referred to in this paragraph, and such property shall be delivered by the contractor to the Government upon completion or termination of this contract or when directed by the Contracting Officer. The Government reserves its right to take delivery of the data via Contract Data Requirements Lists (CDRLs) or as a deferred delivery at the point the Government chooses. The Government shall have the right to use, reproduce, or disclose the data covered by this provision in any way and for any purpose it may desire with the exception that competition sensitive data, marked as such by the contractor and so agreed to by the Government, such as personal data on individuals, payroll records, management methodology, and organizational approaches, shall not be disclosed outside the Government. The contractor shall mark the number of this contract on all data delivered hereunder.

(b) Except as specifically authorized by this contract, or as otherwise approved in writing by the Contracting Officer, all information and data developed, acquired or furnished by or to the contractor in the performance of this contract shall be used only in connection with the work under this contract and shall be protected by the contractor from unauthorized use, release, duplication, or disclosure.

(c) The contractor shall take appropriate measures to assure that its personnel, who have or might reasonably have access to such information and data referred to in paragraph (b) above, agree to honor the contractor's commitment and safeguard such information and data (See Section H clause H115, Organizational Conflict of Interest).

H100 DIRECTIVE APPLICABILITY (MAY 2014)

(a) The contractor is required to comply with directives (such as regulations and specifications referenced throughout the contract), clauses, special requirements, and the Performance Work Statement. These are identified as directives in effect on the date of this contract. Should the issuing authority revise or delete any of those directives, this contract shall automatically incorporate the change provided that the change is within the scope of the contract. Should the change impact the estimated cost of the contract, the contractor shall notify the Contracting Officer pursuant FAR 52.243-2, Changes-- Cost Reimbursement (AUG 1987), Alternate II (APR 1984), before complying with the change.

(b) "Mandatory Directives." The contractor shall comply with these directives in the performance of this contract. These directives are cited in the Performance Work Statement of the contract.

(c) "Guidance Directives." These directives are included in the contract to provide assistance to the contractor in performing the work. The contractor is expected to be conversant with these documents.

(d) Mandatory publications cited in the Performance Work Statement may reference another publication.

Compliance with the referenced publication is not mandatory unless that referenced publication is specifically cited as a mandatory publication in the Performance Work Statement or elsewhere in the Contract.

(e) The contractor shall comply with all approved AEDC Standards as applicable to each section of the Performance Work Statement (PWS) of the contract. The current standards are:

AEDC-Engr-Std-T-1, Pressure Vessels AEDC-Engr-Std-T-2, Pressure Piping AEDC-Engr-Std-T-3, Engineering Design and Drafting Practices AEDC-Engr-Std-T-4, Specification Practices AEDC-Engr-Std-T-5, Welding Procedures and Specifications Manual NIST TN-1297, Guidelines for Evaluating & Expressing the Uncertainty of NIST Measurement Results AEDC-Engr-Std-SE-1, AEDC Systems Engineering AEDC Safety, Health, and Environmental Standards

H101 FLEXIBILITY OF WORK FORCE AND RESOURCE EXPENDITURE (MAY 2014)

(a) The estimated costs of labor and material required to perform this contract are allocated to the various PWS or work breakdown structure (WBS) elements in the amounts set forth in Attachment 1, Workload by WBS, and are incorporated in this attachment as though fully set forth herein. The contractor shall report actual consumption of manpower and material in accordance with the Contract Data Requirements List. The allocations set forth in Attachment 1 are subject to change within the contract as workloads, priorities, techniques, and requirements change, as follows:

(1) The contractor may recommend changes. The Contracting Officer may approve such recommendations by unilaterally issuing a new Attachment 1 to the contract.

(2) The Contracting Officer may direct changes to the allocations by unilaterally issuing a new Attachment 1 to the contract.

(b) The contractor shall control the utilization of labor and material in a manner which will assure that performance is accomplished in accordance with the allocations set forth in Attachment 1 to the contract unless otherwise approved by the Contracting Officer.

H102 MULTIPLE EMPLOYER DEFINED BENEFIT PENSION PLAN (MAY 2014)

(a) The Test Operations and Sustainment (TOS) contractor will be the sponsor of the AEDC Multiple Employer Defined Benefit Pension Plan (Plan). The TOS contractor will assume all accumulated prepayment credit liabilities from Contract No. F40600-03-C-0001 as of 30 September 2015. The Facility Support Services (FSS) contractor will be a participating employer in the Plan. Employees of the TOS contractor, FSS contractor, and their subcontractors, who were actively accruing pension plan benefits immediately prior to the start of this contract will continue to accrue pension benefits under this contract.

Other participants will not accrue any future benefits under the Plan.

(b) The FSS contractor will be responsible for the financial and administrative obligations related to their employees who participate in the Plan. Once a participant is the responsibility of the FSS contractor, they will remain the responsibility of the FSS contractor until all Plan obligations have been paid to the participant, unless that participant transfers employment from the FSS contractor to the TOS contractor.

(c) The TOS contractor will be responsible for the financial and administrative obligations related to all other Plan participants. This includes inactive participants and retirees. Once a participant is the responsibility of the TOS contractor, they will remain the responsibility of the TOS contractor until all Plan obligations have been paid to the participant, unless that participant transfers employment from the TOS contractor to the FSS contractor.

(d) The TOS contractor will be responsible for administrative functions that are general in nature (i.e., not tied to a specific population of participants). These responsibilities include, but are not limited to:

appointing the Plan trustee, appointing the Plan actuary, determining the Plan's investment strategy (including the hiring of investment advisors, if appropriate), obtaining legal advice for the Plan as appropriate, and complying with government filing and reporting requirements. The TOS contractor will consult with the FSS contractor on these administrative functions as appropriate, but will have ultimate responsibility and authority for their completion.

(e) Both the TOS and FSS contractors will individually be responsible for administrative functions that are participant-specific. These responsibilities include, but are not limited to: participant benefit calculations and estimates, participant communications, providing participant data to the Plan actuary, and making timely required Plan contributions as calculated for their specific participant population. The FSS contractor, in particular, may prefer to outsource the benefit calculations and estimates instead of developing this expertise in-house, given the small participant population relative to the complexity of the calculations.

(f) The roles and responsibilities of the TOS and FSS contractors will be clearly defined in their Associate Contractor Agreement (see Section H Clause H123, Associate Contractor Agreements (MAY 2014)). As with any pension plan, participating employers must ensure that they are in compliance with nondiscrimination requirements. The Plan actuary will conduct periodic nondiscrimination testing and work with the TOS and FSS contractors to identify actions (if any) needed to remain in compliance.

H103 MINIMUM WAGE RATES (MAY 2014)

(a) Portions of the work performed in the accomplishment of Attachment 8, Performance Work Statement, are subject to the terms of the Davis-Bacon Act. The Contracting Officer shall determine whether the Act applies to any specific work efforts.

(b) Portions of the work performed in the accomplishment of Attachment 8, Performance Work Statement, are subject to the terms of the Service Contract Act of 1965, as amended. See Exhibit C for the Collective Bargaining Agreement between Aerospace Testing Alliance (ATA) and the Air Engineering Metal Trades Council and Affiliated Unions.

(c) The contractor agrees to provide to the Contracting Officer a copy of any collective bargaining agreement applicable to employees performing under this contract.

H104 ADVANCE COST AGREEMENT (MAY 2014)

The following paragraphs establish predetermined reasonableness thresholds or require advance approval of the Contracting Officer for reimbursement of certain costs:

(a) Travel:

(1) Reimbursement for employee travel shall not exceed the amounts provided by the Department of Defense Joint Travel Regulation. (See FAR Part 31)

(2) All overseas travel shall be subject to approval by the AEDC Executive Director (AEDC/CA).

(b) Closeout Liability: Cost incurred by the contractor as authorized by the Contracting Officer in closing out this contract during any Phase-In and after its completion. Such costs may include cost of making necessary inventory of Government property and such other reasonable and necessary costs as would be allowable under FAR 52.249-6, Termination (Cost-Reimbursement) (MAY 2004), if the contract were terminated by the Government for its convenience, subject to allotment of funds pursuant to FAR 52.232- 22, Limitation of Funds (APR 1984).

(c) Fines and Penalties. The contractor shall notify the Contracting Officer, in writing, if a citation is received for which reimbursement may be claimed under FAR 31.205-15.

(d) Facilities Capital Cost of Money. If the contractor's offer included Facilities Capital Cost of Money, the Government will deduct the amount included or one percent of the total costs, whichever is less, from the maximum award fee amount. Reference DFARS 215.404-74.

(e) Miscellaneous Receipts. Miscellaneous funds received by the contractor from such sources as authorized timber or salvage sales will be handled as directed by the Contracting Officer. The contractor shall notify the Contracting Officer of the amount of such miscellaneous receipts within 15 days of receipt.

This provision is not intended to limit the sources of refunds or credits contemplated by FAR 31.201-5.

(f) General & Administrative (G&A) Cost Ceiling. G&A costs exceeding the following percentage of the cost of the contract, excluding G&A, shall not be allowable under this contract. Note: The contractor shall include a provision similar to Section H Clause H104, Advance Cost Agreement, paragraph (g) in each subcontract providing continuing services at AEDC. A G&A Cost Ceiling includes any home office cost allocated as residual cost, any home office cost allocated as separately allocable cost and any home office cost allocated as bid and proposal cost.

Fiscal Year Ceiling (To Be Determined) 2016 _____ 2017 _____ 2018 _____ 2019 _____ 2020 _____ 2021 _____ 2022 _____ 2023 _____

(g) Annual Funding. The Government typically allots funds to this contract on a fiscal year basis. The use of those funds for labor or services is restricted to the fiscal year against which they are identified.

For example, normally the contractor may not incur labor or services cost against fiscal year 2016 funds after 30 September 2016. Exceptions must be approved by the Contracting Officer.

H105 PERSONNEL LIABILITY (MAY 2014)

The contractor agrees to accept the transfer of liabilities relating to benefits accrued by employees of the incumbent contractor where those employees are hired by the contractor. The transfer of personnel liabilities is limited to those covered by the Services Contract Act of 1965, as amended, and pension benefits. With respect to pension benefits, the contractor must provide a plan which assures continued pension coverage with no loss of benefits due to the change in contractors. The plan must be portable, allowing assumption by any future succeeding contractor(s). The contractor agrees to include this requirement in each subcontract providing continuing services at AEDC. (Reference Section H Clause H102, Multiple Employer Defined Benefit Pension Plan (May 2014)).

H106 CONTRACTOR CHANGEOVER (MAY 2014)

(a) The contractor shall preserve, maintain current, and, at the direction of the Contracting Officer, reproduce and turn over to the Contracting Officer or his designee all operating and maintenance manuals, drawings, specifications, procedures, current inventory listings, software, and all other data which have been developed or acquired under this contract or previous contracts for the operation of

AEDC.

(b) The contractor may be replaced by a succeeding contractor(s) in the performance of the work contemplated by this contract. It is recognized that the best interests of the Government will be served through employment by the succeeding contractor(s) of those contractor employees who may be acceptable to the succeeding contractor(s). The contractor shall cooperate fully with the Government and the succeeding contractor(s) designated in writing by the Contracting Officer, to include:

(1) Making available to the Contracting Officer or his designee any and all records or other data requested with regard to employees' accrued benefits with regard to pension and severance (See FAR 52.224-2, Privacy Act (APR 1984)),

(2) Permitting employees to be interviewed at AEDC for possible employment by a succeeding contractor(s),

(3) Releasing any employee who chooses to be employed by a succeeding contractor, or

(4) Orienting assigned employees of the succeeding contractor(s) during the last 90 days of the contract if so directed by the Contracting Officer. The contractor shall make available to such employees desks, chairs, telephones, and other normal office equipment, and office supplies during the orientation period. Not more than 20 such employees will be assigned for orientation.

H107 PROPOSALS REQUIRED (MAY 2014)

The Government and the contractor shall annually negotiate the amount of contract resources and their allocation in the format of Attachment 1, Workload by WBS, for the following fiscal year. The contractor shall, upon request by the Contracting Officer, submit proposals for the contract resources for the applicable fiscal year and their allocation among the elements of the Performance Work Statement. If agreement is not reached before 1 October of each fiscal year, the Contracting Officer shall issue written instructions specifying the allocations. These instructions shall be at the Contracting Officer's sole discretion. The cost of preparing such proposals shall be a direct cost of this contract.

H108 WORK ADJUSTMENTS (MAY 2014)

The Government contemplates certain adjustments may be required to the work performed within the general scope of the contract. Such adjustments may include substitutions, additions, or deletions of manpower and / or material. Work adjustments shall be made by the issuance of a Change Order or Supplemental Agreement pursuant to the terms of this contract. Such work adjustments shall not affect the fee except as contemplated by Section H Clause H109, Significant Workload Changes (MAY 2014).

H109 SIGNIFICANT WORKLOAD CHANGES (MAY 2014)

Contract adjustments after award of the basic contract involving only material, G&A, travel and consultant costs or 15 percent or less of the estimated labor hours (direct labor-hours including overtime) for a given fiscal year will result in negotiation of a new estimated cost only. Contract adjustments involving more than 15 percent of the estimated labor hours (direct hours including overtime) for a given fiscal year may result in negotiation of a new estimated cost and fee. The baseline to determine whether a fee adjustment is applicable or not shall be the estimated labor hours for each fiscal year as set forth in the contractor's Final Proposal Revision or the Government's Probable Cost (PC) labor-hour estimate, whichever is higher. The 15 percent "trigger" (expressed in labor-hours) shall be the estimated labor man-hours for each fiscal year as set forth in the contractor's Final Proposal Revision or the Government's Probable Cost labor-hour estimate, whichever is higher. The basis for any fee negotiation will be direct labor hours only. Unrealized labor hour reductions resulting from implementation of the contractor's initiatives or improvements will be considered in calculating the 15 percent trigger. No fee will be attributable to G&A costs or material and purchased services costs.

H110 UNCLASSIFIED SECURITY (MAY 2014)

SECURITY: The contractor shall be required to comply with all security directives and other security requirements identified in this contract. These requirements apply to all contractors on Arnold AFB in the performance of their contract.

(a) Pass and Identification Items: The contractor shall ensure the pass and identification items required for contract performance are obtained for employees and non-Government-owned vehicles. The contractor shall retrieve all identification media from employees who depart for any reason before the contract expires, e.g., terminated for cause, retirement, etc.

The contractor shall comply with all installation access requirements as directed in AAFB 31-101, Integrated Defense Plan. The AEDC/CC reserves the right to refuse entry and/or re-entry of any person to AEDC for just cause to protect personnel, facilities, and property under their control through the use of a barment order when such actions are deemed necessary.

(b) For Official Use Only (FOUO): The contractor shall comply with Freedom of Information Act (FOIA) requirements IAW DOD 5400.7-R, FOIA Program, Chapter 4. This regulation sets policy and procedures for the disclosure of records to the public and for marking, handling, transmitting, and safeguarding FOUO material.

(1) The contractor shall safeguard FOUO information provided under this contract as specified in DODM 5200.01-V4, DoD Information Security Program: Controlled Unclassified Information. CUI is information that does not meet the standards for National Security Classification under Executive Order 13526, dtd Dec 2009, but is pertinent to the national interests of the United States or to the important interests of entities of the Federal Government, and (ii) under law or policy that requires protection from unauthorized disclosure, special handling safeguards, or prescribed limits on exchange or dissemination.

If FOUO is lost, misused, compromised, or accessed by unauthorized persons, it could adversely affect U.S. national interest, the conduct of DoD programs, or the privacy of DoD personnel. CUI comes in many forms: personal data under the Privacy Act, personnel records, privileged data (chaplain and judge advocate records), investigative data, scientific and technical information (STINFO), export controlled data (critical technologies), proprietary data, or FOUO data. Sensitive information meets the criteria for exemption from mandatory public disclosure under FOIA. For guidance with marking CUI, contact AEDC/TSD-IP at (931) 454-3290.

(2) If access to CUI / Export Control / STINFO information is required, the contractor shall be required to be registered as a certified Government contractor through the Joint Certification Office, Defense Logistics Information Service (DLIS). To request DLIS Certification, submit a DD Form 2345, Militarily Critical Technical Data Agreement, to the DLIS, Battle Creek, MI address indicated at the top of the DD Form 2345 along with a copy of the company's state business license, incorporation certificate, sales tax identification form, or other documentation, which verifies the legitimacy of the company. A copy of their DD2345, Militarily Critical Technical Data Agreement, must be provided when issued.

Except as allowed by DFARS 252.225-7048, Export-Controlled Items, foreign nationals shall not have access to export-controlled information without an export license. All export control laws as stipulated in both Export Administration Regulation and International Traffic in Arms Regulation must be followed without exception. For guidance in applying appropriate export control markings, contact AEDC/XP2 at

(931) 454-7329.

The contractor must obtain Foreign Disclosure Office (FDO) approval through the Contracting Officer prior to allowing any non-U.S. or un-validated U.S. Lawful Permanent Resident persons access to CUI or export-controlled information. (Also, see DFARS 252.225-7048).

(c) Reporting Requirements: Contractor personnel shall report to an appropriate authority any information or circumstances of which they are aware may pose a threat to the security of DOD personnel, contractor personnel, resources, and classified or unclassified defense information.

Contractor employees shall be briefed by their immediate supervisor upon initial on-base assignment.

(d) Physical Security: The contractor shall be responsible for safeguarding all Government property and controlled forms provided for contractor use. At the end of each work period, all Government facilities, equipment, and materials shall be secured.

(e) Computer Security (COMPUSEC) / Automated Information System Requirements: If access to unclassified computer systems is required, the following requirements apply: Users must be a U.S.

citizen or receive AEDC or Air Force Materiel Command (AFMC) Foreign Disclosure Office (FDO) approval prior to access being granted; requestor must have a favorable National Agency Check with Inquiries (NACI) clearance or an approved Interim Automated Information Systems (AIS) request on file;

and requestor must complete the Air Force (AF) Information Assurance (IA) Training. To request access to an unclassified computer system, users must complete an AEDC Government Contractor (GC) Form 591, Request for Authorized Use of Central Computer Systems. Users bringing portable electronic devices (PEDs) on base and wanting to connect to AEDC computer systems / networks shall comply with AFPD 33-2, Information Assurance Program, and AFI 33-200, Information Assurance (IA) Management.

Employees shall complete any additional computer security training requirements mandated by the host base.

(f) Information Security (INFOSEC): Information, regardless of media, shall be controlled and maintained in accordance with (IAW) with the National Industrial Security Program Operating Manual (NISPOM) and guidance provided by the Servicing Security Activity (SSA), AEDC/TSD-IP.

(g) Privacy Act: Comply with AFI 33-332, Privacy Act Program, when collecting and maintaining information protected by the Privacy Act of 1974, Title 5, U.S.C., Section 552a. Remove or destroy official records only IAW Air Force Records Information Management System, (AFRIMS) located on the internet at: https://www.my.af.mil/gcss-af61a/afrims/afrims/rds/rds_series.cfm.

(h) Operations Security (OPSEC): Comply with AFPD 10-7, Information Operations; AFI 10-701, Operations Security; DoD 5220.22-R, Industrial Security Regulation (ISR), Chapter 10; and local plans and publications.

(i) Antiterrorism (AT) Training: DoD contractors shall be provided AT information as required by DFARS Clause 252.225-7043, Antiterrorism / Force Protection for Defense Contractors Outside the United States. Level 1 AT Awareness Training shall be provided to all DoD contractor employees.

(j) Contractor Consent to Background Checks: The contractor shall not employ persons to perform under this contract if such employee is deemed or identified as a potential threat to the health, safety, security, general well-being, or operational mission of the installation and its population; nor shall the Contractor or subcontractor employ persons under this contract who have an outstanding criminal warrant as identified by the Tennessee Information Enforcement System (TIES) through the National Crime Information Center. TIES checks will verify if a person is wanted by local, state, or federal agencies. All contractor and subcontractor personnel must consent to TIES background checks. Contractor and subcontractor personnel who do not consent to a TIES check will be denied access to the installation.

Information required to conduct a TIES check includes: full name, driver’s license number, and/or social security number, date of birth of the person entering the installation, and completion of a background check questionnaire. The contractor must have this information ready to provide to the Visitor Control Center, if requested.

(1) Contractors must ensure their employees and those of their subcontracts have the proper credentials allowing them to work in the United States. Persons later found to be undocumented or illegal aliens will be remanded to the proper authorities.

(2) The contractor shall not be entitled to any compensation for delays or expenses associated with complying with the provisions of this clause. Furthermore, nothing in this clause shall excuse the contractor from proceeding with the contract as required.

(k) Access to Installation During Force Protection Conditions (FPCONs): Gaining access to the installation during FPCONs will be done IAW the requirements outlined in the local Antiterrorism / Integrated Defense Plan(s). Contractors will be assigned a mission essential designation IAW requirements contained in Antiterrorism / Integrated Defense Plan(s). Only the installation commander or the unit commander requesting contract support will assign the mission essential designation.

(l) Property Protection: Property protection for the facility where the contractor’s primary work center is located will be the responsibility of the local facility manager and local security manager, or their duly authorized representative IAW AFI 31-101, Integrated Defense, and command / local directives to include Arnold Air Force Base (AAFB) Plan 31-101. The contractor must safeguard all Government-owned equipment and materials in their possession or use.

H111 GOVERNMENT PROPERTY (MAY 2014)

All Government property in the possession of the incumbent contractor and available for performance of this contract on the date immediately preceding the date the…