PWS 28 March 2012.pdf

Source Selection Sensitive Information - See FAR 2.101 and 3.104 Unclassified / For Official Use Only

PERFORMANCE WORK STATEMENT FOR

UNITED STATES TRANSPORTATION COMMAND

DIRECTORATE OF ACQUISITION,

INTERMODAL TRANSPORTATION

MILITARY SURFACE DEPLOYMENT & DISTRIBUTION COMMAND

DODX FREIGHT CAR REPAIR & MAINTENANCE SERVICES

28 March 2012

Source Selection Sensitive Information - See FAR 2.101 and 3.104 Unclassified / For Official Use Only

TABLE OF CONTENTS

SECTION TITLE PAGE

1.0 Description of Services 3

1.1 Background 3

1.2 Scope 3

1.3 Tasks 3

1.4 Deliverables 7

2.0 Service Delivery Summary 8

3.0 Government-Furnished Property and Services 9

4.0 General Information 9

4.1 Place of Performance 9

4.2 Work Hours 9

4.3 Cooperation with Other Contractors and Government Personnel 9

4.4 Quality Control 9

4.5 Handling of Non-Public Information 9

4.6 Disposal of Hazardous Material 10

4.7 Invoicing 10

4.8 Incidental Charges 11

5.0 Security 11

APPENDIX

A Acronyms

EXHIBIT(S)

A Nondisclosure Agreement B SDDC’s Preventive & Periodic Inspection & Maintenance Instructions (PPIM) C DODX Car Data Report D Weekly Status Report

Attachment 1

HTC711-12-R-R002

PERFORMANCE WORK STATEMENT (PWS)

1.0 DESCRIPTION OF SERVICES.

1.1 Background. As a component of the United States Transportation Command (USTRANSCOM), the Military Surface Deployment & Distribution Command (SDDC) Rail Fleet Management Branch manages the interchange freight cars owned by the Department of Defense (DOD).

1.2 Scope. This Performance Work Statement (PWS) is for continued DODX Freight Car Repair & Maintenance support required by the Rail Fleet Management Branch. This requirement includes repair and maintenance of the Defense Freight Railway Interchange Fleet (DFRIF), DOD owned and operated freight cars registered for operation in interchange service in North America (identified by DODX reporting marks). At this time the DFRIF is composed of 2073 freight cars including 1802 flat, 224 tank, 30 box, 9 refrigerator, 6 caboose, and 2 Schnabel cars.

1.2.1 The contractor shall repair and maintain all DFRIF equipment in accordance with the current Field and Office Manuals of the Interchange Rules, as published by the Association of American Railroads (AAR); Private Rail Car Standard Job Codes, as stated in the current version of the Rail User’s Manual published by the National Industrial Traffic League; the Code of Federal Regulations (CFR) as it applies to railroad cars; and SDDC’s Preventive & Periodic Inspection & Maintenance Instructions (PPIM), located at Exhibit A.

1.3 Tasks. The contractor shall perform all tasks identified in this PWS.

1.3.1 Task 1 – Responding to Shopping Notification. The Government will send cars to the contractor’s shop without prior notification up to the limit of the Capacity Commitment level dedicated to the Government that the contractor has specified in its offer. Once that limit is reached the contractor shall receive email notification of additional car(s) the Government wishes it to accept. If the contractor does not desire to receive the car(s) it must respond by email to that effect within eight (8) business hours following the date time of the notification email.

1.3.2 Task 2 – Inspections. The contractor shall perform a detailed inspection within two (2) business days after receipt of car(s), applying the guidance found in the documents listed in paragraph 1.2. The contractor shall document the inspection using a DODX Car Data Report, attached as Exhibit B.

1.3.2.1 Rule 95 Damage. If a car shows evidence of damage, loss, or condition covered by Interchange Rule 95, the contractor shall preserve the Government’s rights under the rule by requiring the handling or delivering line to provide a Defect Card and/or to sign a Joint Inspection Certificate accepting responsibility. The contractor shall be liable for the cost of repairs, whether performed by itself or another, which are handling and/or delivering line responsibility under Interchange Rule 95 if it fails to obtain a defect card and/or joint inspection certificate signature when required.

1.3.2.2 Disposition of Dead Line Cars. The process of disposing of a car that is not economically repairable and cannot move on its own wheels is under the control of the Defense Reutilization & Marketing Service (DRMS). This effort will be coordinated by the Contracting Officer’s Representative (COR). Upon approval by the COR, the contractor may charge a $2.00 a day storage fee from the date it is notified that the car is to be disposed of on site until the Government transfers ownership to the purchaser. The contractor shall be required by DRMS to make reasonable arrangements for prospective offerors to access the car for inspection and to disclose to them its requirements for removal of the car once it is sold.

1.3.3 Task 3 – Estimates.

1.3.3.1 Initial Repair/Maintenance Estimates. The contractor shall provide initial repair/maintenance estimates electronically to the COR within five (5) business days of a car’s arrival. The estimates shall be formatted in accordance with paragraph 1.3.3.3 and shall be accompanied by a DODX Car Data Report, attached as Exhibit B.

Deliverable: Initial Repair/Maintenance Estimate and DODX Car Data Report

1.3.3.2 Second Repair/Maintenance Estimates. The contractor shall provide a second repair/maintenance estimate when hidden defects are discovered during the course of repair or when directed to do so by the COR. The second repair/maintenance estimate shall not contain approved items of repair from the Initial Repair/Maintenance Estimate.

Deliverable: Second Repair/Maintenance Estimate

1.3.3.3 Repair/Maintenance Estimate Format. The format for all estimates is to be based on the Billing Repair Card format shown in Interchange Rule 83, and include the following.

a. Estimates shall be titled as either Initial Repair/Maintenance Estimate or Second Repair/Maintenance Estimate and shall be Adobe Acrobat (.pdf) and Microsoft Excel (.exl) files in spreadsheet format. Estimates shall include the contractor's name, contract number, task order number, car number, car arrival date, car inspection date, contractor’s estimate number, page number, total number of pages, date of estimate, and estimated completion date.

b. Each item of repair on the estimate shall be listed with an AAR or National Industrial Traffic League (NITL) job code. AAR job codes for miscellaneous repairs, labor, materials or shipping shall not be used unless no more specific NITL job code applies; in such cases, the description shall clearly indicate the necessary repairs and/or the material to be applied. The estimates shall include both the appropriate labor and the appropriate net material charge for each job code, as published in the version of the AAR Office Manual of the AAR Interchange Rules in effect the day the car was received, and, in additional columns on the same line, the charges after application of the contractor’s bid percentage of the labor rate and bid percentage of the material costs.

c. Except for replacement with identical material, the manufacturer and model number of the materials proposed to be applied is to be shown on the estimate for hand brake mechanisms, draft gear, cushioning units, slack adjusters, tank lining and gaskets, safety valves or discs, and bottom outlet valves.

1.3.3.4 Parts, Components and Assemblies Estimates. When requested by the COR to ship parts, components, or assemblies, an estimate shall be provided to the COR for approval prior to initiating shipment. There is no required format for this estimate. Shipping Instructions for parts, components, or assemblies will be provided electronically by the COR upon approval.

Deliverable: Parts, Components and Assemblies Estimate

1.3.4 Task 4 – Repairs & PPIM Services.

1.3.4.1 Timeliness and Method of Repair and/or PPIM. The contractor shall accomplish all repair/maintenance on the estimate for which approval was received on or prior to the estimated completion date included in the initial repair/maintenance estimate or, if applicable, the second repair/maintenance estimate. When there are two or more methods to effect a repair, the contractor shall notify the COR via email, who will specify the procedure to be followed or the outcome to be reached. Contractors requesting the COR grant an extension of the estimated completion date shall include the reason(s) the original date cannot be met.

1.3.4.2 Shipping Cars. The contractor shall request via email from the COR shipping instructions for completed cars.

1.3.4.3 Scrap and Unit Exchange. The Government requires that all components having a unit exchange value be exchanged and that the cost of the replacement unit reflect the discount received for the unit being turned in. In specific cases the Government will require that certain components removed from a car not be scrapped; in such cases the contractor shall not reduce the cost of the repair to reflect the value of the scrap.

1.3.5 Task 5 – Quality Assurance & Certifications.

1.3.5.1 Quality Assurance Program. The Government adopts the AAR’s M-1003 Quality Assurance Program as its own. The contractor shall submit, as email attachments, copies of their AAR Shop Evaluations and Quality Audit Reports. The contractor shall submit, as email attachments, copies of all correspondence from and to the AAR pertaining to the identification and correction of defects noted by evaluators or auditors.

Deliverable: Shop Evaluation and Quality Audit Reports, AAR Correspondence

1.3.5.2 Certifications, Approvals and Licenses. The contractor, as well as any subcontractor, shall obtain and maintain all necessary certifications, approvals, permits, and licenses required and shall comply with all laws, ordinances, statues and regulations in connection with the furnishing of services herein. The contractor shall ensure facilities at which tasks are performed have and maintain all necessary AAR technical and quality assurance certifications and approvals. Certification for Heavy Freight Car Repairs and Office Manual Rule 88 Repairs is specifically required. Contractors performing work on tank cars shall also maintain AAR Tank Car certification.

Deliverable: AAR Certifications and Approvals

1.3.6 Task 6 – Contract Management. The contractor shall designate an individual(s) from the contractor’s resources to be the focal point(s) for all communications with USTRANSCOM, SDDC, railroads, shippers, receivers, and other interested parties. The designated focal point(s) shall be responsible for ensuring successful accomplishment of all PWS tasks. Point of contact (POC) information includes name, title, phone number, and email address.

Deliverable: POC Information

1.3.6.1 Weekly Status Report. The contractor shall prepare and provide a Weekly Status Report identifying all DODX freight cars currently in possession or shipped since the previous report.

The report shall include a list of Government-furnished materials and quantities and shall note the cause of any increase or decrease in quantity since the previous report. If the cause of the decrease is the application to a car, the contractor shall indicate the car number(s), type, and name and number of each item applied to each car. A sample Weekly Status Report is located at Exhibit C.

Deliverable: Weekly Status Report

1.3.6.2 Contractor Management Report (CMR). The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The COR creates the contract record and the contractor is required to complete the record using the following web address https://cmra.army.mil/.

The required information includes: (1) Contracting Office, Contracting Officer, Contracting Officer’s Technical Representative; (2) Contract number, including task and delivery order number; (3) Beginning and ending dates covered by reporting period; (4) Contractor name, address, phone number, e-mail address, identity of contractor employee entering data; (5) Estimated direct labor hours (including sub-contractor); (6) Estimated direct labor dollars paid this reporting period (including sub-contractor); (7) Total payments (including subcontractor);

(8) Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different); (9) Organizational title associated with the Unit Identification Code (UIC) for the Army Requiring Activity (the Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information); (10) Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest City, Country, when in an overseas location, using standardized nomenclature provided on website); (11) Presence of deployment or contingency contract language, and, (12) Number of contractor and sub-contractor employees deployed in theater this reporting period (by country).

As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement. Reporting period will be the period of performance not to exceed 12 months ending September 30 of each government fiscal year and must be reported by 31 October of each calendar year.

The contractors may use a direct XML data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractor's systems to the secure web site without the need for separate data entries for each required data element at the web site. The specific formats for the XML direct transfer may be downloaded from the web site. If you need assistance or have questions about CMR, please contact the CMR Helpdesk by phone at 703-377-6199 or E-mail contractormanpower@hqda.army.mil.

Deliverable: Contract Management Report

1.4 Deliverables. The contractor shall deliver data (with applicable data rights) as set forth in the below table. All deliverables shall be submitted electronically via e-mail to the Program Manager (PM), COR(s), Contracting Officer, and Contract Specialist(s). If a delivery is submitted via e-mail and the size or the firewall prevents its delivery, the contractor shall deliver via compact disk/digital videodisk (CD/DVD). The CD/DVD must be properly labeled to identify the content to include classification, version number, and date. The contractor shall prepare and submit all deliverables electronically in Adobe Acrobat (.pdf) files, unless otherwise indicated and pursuant to the following schedule.

Task Deliverable Title Delivery Schedule

1.3.3.1 Initial Repair/Maintenance

Estimate and Car Data Report Not later than the fifth (5th) business day after receipt of the car(s), as registered by the serving railroad’s car location message (CLM).

1.3.3.2 Second Repair/Maintenance

Estimate

Not later than the fifth (5th) business day after discovery of the hidden defect(s).

1.3.3.4 Parts, Components and

Assemblies Estimate

Not later than the second (2nd) business day after being told to ship a part, component, or assembly.

1.3.5.1 AAR Shop Evaluation and

Quality Audit Reports

Within ten (10) business days of receipt.

1.3.5.1 AAR Correspondence Not later than second (2nd) business day after generating or receiving correspondence.

1.3.5.2 AAR Certifications and

Approvals

Prior to exercise of options and when changes occur.

1.3.6 POC Information At post award conference and when changes occur.

1.3.6.1 Weekly Status Report Not later than 1500 CT on the last business day of each week.

1.3.6.2 Contract Management Report Annually.

1.4.1 Inspection. A deliverable is a specific measurable, tangible, and verifiable activity, outcome, result, item, or product that the contractor shall provide and that will require formal Government acceptance and approval. The Government will review, assess and provide comment, as required.

1.4.2 Final Acceptance. Final inspection and acceptance of all work performed, reports, or other deliverables shall be performed at the place of delivery. The Government will notify the contractor of deliverable acceptance or provide comments, in writing, and the contractor, if necessary, shall revise and resubmit the final deliverable to the Government within the number of business days (unless otherwise specified) after receipt of Government comments.

2.0 SERVICE DELIVERY SUMMARY.

The Services Delivery Summary (SDS) represents the most important objectives that, when met, will ensure performance is satisfactory. Although not all PWS requirements are listed in the SDS, the contractor is fully expected to comply with all requirements in the PWS.

Task Performance Objective Performance Threshold

1.3.1 Accept cars up to the limit of

the capacity dedicated to the Government.

No refusal or inability to accept cars when below the Capacity Commitment level.

1.3.2 Perform detailed inspection(s)

within two (2) business days after receipt of car(s).

95% On time.

1.3.3

Provide Initial Repair/Maintenance Estimate(s) within five (5) business days of a car(s) arrival.

95% On time.

1.3.4.1 Accomplish Repair(s) IAW

1.2.1 within the estimated completion date included on

95% On time; 100% Compliance.

the Initial Repair/Maintenance Estimate(s) or, if applicable, the Second Repair/Maintenance Estimate(s).

3.0 GOVERNMENT PROPERTY AND SERVICES.

3.1 Government-Furnished Property. The Government may furnish repair materials and/or authorize the contractor to obtain and invoice for economic order quantities of repair materials in advance of the receipt of cars requiring such material. The contractor shall provide storage for such materials appropriate to their design and value, so as to prevent loss through misuse, theft, weather, and other such causes. The contractor shall use such parts only on DODX freight cars.

3.2 Government-Furnished Information. No Government-Furnished Information (GFI) is identified.

3.3 Protection of Government Property. The contractor shall be responsible for the damage or destruction of any Government owned or leased car and of any other government-furnished material, whether located at the contractor's shop or otherwise, while in its control.

4.0 GENERAL INFORMATION.

4.1 Place of Performance. Tasks shall be performed at the contractor’s facility.

4.2 Work Hours. The contractor shall be responsible for adapting schedules and performance to accommodate successful completion of tasks.

4.3 Cooperation with Other Contractors and Government Personnel. The contractor shall maintain a cooperative work environment with other Government contractors, railroads, railcar shops, and all others so as not to cause interference, disagreement or delays to work to be performed. Conflicts shall be brought to the attention of the Contracting Officer.

4.4 Quality Control. The COR will visit the contractor’s place of performance to ensure compliance with contract terms and conditions. The contractor shall meet quarterly with the COR during the first year of contract performance. Thereafter, meetings will be held bi-annually unless performance warrants scheduling a meeting sooner. The contractor shall support Government agency reviews and audits of all services and support provided under this PWS.

The Government reserves the right to authorize an internal or independent verification and validation of the contractor’s procedures, methods, data, equipment, and other services provided during the performance of this PWS.

4.5 Handling of Non-Public Information. In performance of this contract, the contractor may have access to sensitive, non-public information. The contractor agrees to:

a. To use and protect such information from unauthorized disclosure IAW DTM 08-027 - Security of Unclassified DOD Information on Non-DOD Information systems, Incorporating Change 1, September 16, 2010, Attachment 2.

b. To use and disclose such information only for the purpose of performing this contract and to not use or disclose such information for personal or commercial purpose.

c. To obtain permission from the Government PM before disclosing/discussing such information with a third party.

d. To return and/or electronically purge, upon Government request, all non-public, sensitive information no longer required for Contractor performance.

e. To advise the Government PM of unauthorized releases of such information.

f. The Contractor shall have its employees assigned to this contract execute a non-disclosure agreement for delivery to the Government. The Government will require Contractor personnel to sign a non-disclosure agreement to protect non-public information of other Contractors and/or the Government. Non-disclosure agreements are provided at Exhibit A.

4.6 Disposal of Hazardous Material. The contractor shall dispose of all hazardous material resulting from its performance under this contract in accordance with all local, state, and federal environmental protection laws.

4.7 Invoicing. Invoices shall include all applicable information IAW FAR 52.212-4 (g).

The Contractor is authorized to bill for approved repairs up to the amount stated on the individual Task Order. The Contractor will be notified of the car numbers as cars are identified for repair under each task order. The AAR Field Office Manual of the Interchange Rules shall govern all labor and material charges allocated to the government.

4.7.1 Frequency. The contractor shall submit no more than one invoice per week, to be received by Wednesday noon Central time. Only completed cars ready to ship shall be invoiced.

4.7.2 Format. The weekly invoice and supporting records of actual repairs shall be in the same format and media used to prepare and submit estimates (see PWS Paragraph 1.3.3.3).

a. The labor, materials, shipping and total amount billed for each car and for the invoice as a whole shall be shown on the first or cover page of the invoice.

b. Each car invoiced shall have its supporting records shown on a separate attachment to the invoice. Supporting records shall include any documentation required to support Billing Repair Card lines, e.g. verification of acceptance of Single Car Air Brake Test reports by Railinc

(printout of UMLER ABT inquiry), Rule 88b2 certificates, tank and valve test certificates, ultrasonic test reports, weigh tickets, railroad tariffs, invoices for parts not priced in the Office Manual, etc.

4.7.3 Submission. Invoices and supporting records shall be sent to: USTRANSCOM Contracting Office (TCAQ-R) and the COR.

4.7.4 Processing. Invoices will not be processed for payment until all of the required billing or certifying documentation is received.

4.8 Incidental charges. All instances listed in this section shall require prior authorization from the Contracting Officer.

4.8.1 Any services and or materials (to include transportation to the Contractor’s shop) not listed in the current edition of the Office Manual will be reimbursed at actual costs. No additional charges e.g. administration and storage, will be permitted.

4.8.2 IAW PWS paragraph 1.3.5.3 a Tank Car Certified shop operating its own disposal facility may charge for the cost of disposing petroleum or biofuel residue.

4.8.3 Upon request from the Government, repairs performed at locations other than the Contractor’s shop shall be billed as if repaired at the shop. In addition, the contractor may charge for the costs of travel to and from the repair site, to include personnel, fuel, and equipment usage. All travel costs will be calculated IAW the Joint Travel Regulations (JTR).

5.0 SECURITY (PHYSICAL, PERSONNEL, INFORMATION, OPERATION,

INDUSTRIAL SECURITY, AND ANTITERRORISM / FORCE PROTECTION)

REQUIREMENTS.

5.1 General Security Information. The overall classification of work associated with this contract is at the UNCLASSIFIED level.

5.2 Common Access Card (CAC) Issuance: Not Required.

5.3 Scott AFB Physical Access (if required). Base access will be facilitated by the COR.

5.4 Visit Authorization to Scott AFB SDDC/USTRANSCOM Facilities. Visit(s) by contract company personnel not permanently assigned on Scott AFB (company presidents, company security managers, etc.) will require an electronic visit request in JPAS to SMO Code:

USTC-SDDC.

5.4.1 Hard copy visit requests are accepted for companies that do not have JPAS access and will be submitted on company letterhead to the SDDC/USTRANSCOM Security Service Center

(SSC). Visit requests to SAFB will not exceed 180-day duration and will not be valid if the visit extends past the base or option years of this contract period.

5.5 Security Compliance / Deviations. If the Government notifies the contractor that the employment or the continued employment of any contractor employee is prejudicial to the interests or endangers the security of the United States of America, that person shall be removed and barred from the worksite.

5.5.1 Circumstances surrounding the removal of contract employees include security deviations/incidents and credible derogatory information received or uncovered on contract members during the course of the contractual period. The contract company shall make any changes necessary in the appointment(s).

5.5.2 Persons employed by Army contractors will report threat-related incidents, behavioral indicators, and other matters of Counter-Intelligence (CI) interest specified in AR 381-12, Chapter 3, to the Facility Security Officer, the nearest military CI Office, the Federal Bureau of Investigation, or the Defense Security Service.

5.5.3 Contractor employees will comply with base access and control procedures.

5.6 Security Regulation Compliance. The Contractor will be required to comply with all security regulations and directives as identified herein, and other security requirements located in this contract. The contractor shall not divulge any financial, planning, programming, or budgeting information without the express consent of the Government as outlined in Operational Security (OPSEC) and Information Security regulations.

5.7 Security Regulation Guidance.

Department of Defense (DOD):

5200.1-R (DOD Information Security Program)

DOD regulations found at: http://www.dtic.mil/whs/directives/corres/pub1.html

Army:

AR 380-5 (Department of the Army Information Security Program) AR 381-12 (Threat Awareness and Reporting Program) AR 530-1 (Operations Security)

Army regulations found at: http://armypubs.army.mil/

SDDC:

SDDC Regulation 380-2 (SDDC Operations Security Program) SDDC Regulation 380-5 (SDDC Information Security Program)

HQ SDDC Industrial Security Point of Contact:

Jacqueline Wheeler 1 Soldier Way

SDDC G-2

Scott AFB, IL. 62225 Commercial: 618-220-6558 Email at jacqueline.c.wheeler.civ@mail.mil

HQ SDDC G2 Approval: Jacqueline Wheeler, 21 February 2012 HQ SDDC G2 Tracking #: HQSDDCG2-048-12

APPENDIX A

Acronyms

AAR Association of American Railroads CFR Code of Federal Regulations CLM Car Location Message CMR Contract Management Report COR Contracting Officer’s Representative DFRIF Defense Freight Railway Interchange Fleet DOD Department of Defense DODX Department of Defense Railroad Cars DRMS Defense Reutilization & Marketing Service GFI Government-Furnished Information GFP Government-Furnished Property NITL National Industrial Transportation League PM Program Manager POC Point of Contact PPIM Preventive & Periodic Inspection & Maintenance Instructions PWS Performance Work Statement SDDC Military Surface Deployment & Distribution Command SDS Service Delivery Summary UMLER ABT Universal Machine Language Equipment Register Air Brake Test USTRANSCOM United States Transportation Command

EXHIBIT A

NONDISCLOSURE AGREEMENT AND AGREEMENT TO DISCLOSE POTENTIAL

CONFLICTS OF INTEREST FOR CONTRACTOR EMPLOYEES ON USTRANSCOM

CONTRACTS

NOTE: This Agreement is a standard agreement designed for use by contractor (including sub-contractor) employees assigned to work on USTRANSCOM contracts. Its use is designed to protect non-public Government information from disclosure, identify potential conflicts of interest, and prevent violations of federal statutes/regulations. The restrictions contained in this agreement also serve contractors by promoting compliant behavior that keeps contractors eligible to compete for Government contracts. In addition to the potential impact on future business opportunities, failure to abide by this agreement could result in administrative, civil, or criminal penalties specified by statute or regulation.

1. I, , currently an employee of , hereby agree to the terms and conditions set forth below.

2. I understand that I may have access to confidential business information, contractor bid or proposal information (as defined by FAR 3.104-1), and/or source selection information (as defined by FAR 2.101) either for contract performance, as a result of working in a USTRANSCOM facility, or of working near USTRANSCOM personnel, contractors, visitors, etc. I fully understand that such information is sensitive and must be protected in accordance with 41 US Code Section 423 and FAR Subpart 3.1.

3. In the course of performing under contract/order # or some other contract or sub-contract for USTRANSCOM, I agree to the following:

Use only for Government purpose any and all confidential business information, contractor bid or proposal information, and/or source selection sensitive information to which I am given access. I agree not to disclose “non-public information” by any means (in whole or in part, alone or in combination with other information, directly, indirectly, or derivatively) to any person except to a US Government official with a need to know or to a non-Government person (including, but not limited to, a person in my company, affiliated companies, sub-contractors, etc.) who has a need to know related to the immediate contract/order, has executed a valid form of this Non-Disclosure Agreement, and receives prior clearance by the Contracting Officer. All distribution of the documents will be controlled with the concurrence of the Contracting Officer.

“Non-public information,” as used herein includes trade secrets; confidential or proprietary business information (as defined for Government employees in 18 USC 1905); advance procurement information (future requirements, acquisition strategies, statements of work, budget/program/planning data, etc.); source selection information (proposal rankings, source selection plans, contractor bid or proposal information); information protected by the Privacy Act (social security numbers, home addresses, etc.); sensitive information protected from release under the Freedom of Information Act (pre-decisional deliberations, litigation materials, privileged material, etc.); and information that has not been released to the general public and has not been authorized for such release (as defined for Government employees in 5 CFR 2635.703). Not use such information for any non-Governmental purposes, including but not limited to, the preparation of bids or proposals, or the development or execution of other business or commercial ventures. Store the information in such a manner as to prevent inadvertent disclosure or releases to individuals who have not been authorized access to it.

4. I understand that I must never make an unauthorized disclosure or use of confidential business information, contractor bid or proposal information, and/or source selection sensitive information unless:

The information has otherwise been made available without restriction to the Government, to a competing contractor or to the public.

The Contracting Officer determines that such information is not subject to protection from release.

5. I agree that I shall not seek access to “non-public information” beyond what is required for the performance of the services I am contracted to perform. I agree that when I seek access to such information, attend meetings, or communicate with other parties about such information, I will identify myself as a contractor. Should I become aware of any improper or unintentional release or disclosure of “non-public information,” I will immediately report it, in writing, to the Contracting Officer. I agree that I will return all forms (including copies or reproduction of original documents) of any “non-public information” provided to me by the Government for use in performing my duties to the control of the Government when my duties no longer require this information.

6. Because the Government expects unbiased judgment and recommendations from contractors performing work under its contracts and orders, I agree to advise the Contracting Officer of any actual or potential personal conflicts of interest I may have related to any work I perform under this contract/order with the Government. Personal conflicts of interest include any matter in which I or my spouse, minor child, or household member has a financial interest. A financial interest is any interest in, or affiliation with, a prime contractor, subcontractor to a prime contractor, any offeror, or any prospective subcontractor to any offeror for the program, contract, or other matter for which I am performing a support task under this contract. The financial interest can take the form of any ownership interest (including but not limited to: stock;

ownership of bonds; vested or unvested retirement benefits; a loan or other financial arrangement that is other than an arm’s-length transaction; employment, or an arrangement concerning prospective employment including negotiations therefore; or any non arm’s length loan, any gift from or other non arm’s length financial arrangement with any person who is directly communicating with the Government on behalf of the prime contractor, subcontractor, or any prospective subcontractor or offeror). With respect to conflict of interest disclosures required under this Agreement, a financial interest in, or affiliation with, the prime contractor that is my employer under this contract does not have to be disclosed to the Contracting Officer. If any potential conflicts of interest, real or otherwise, do present themselves, then I shall immediately disclose the pertinent information to the Contracting Officer.

By signing below, I certify that I have read and understand the terms of this Non-Disclosure Agreement and Agreement to Disclose Potential Conflicts of Interest, and voluntarily agree to be bound by its terms.

Signature of Contractor Employee Date

Printed Contractor Employee Name

Government Contracting Officer’s Representative Date

Contracting Officer Date

EXHIBIT B

SURFACE DEPLOYMENT & DISTRIBUTION COMMAND

PREVENTIVE AND PERIODIC

INSPECTION AND MAINTENANCE

(PPIM)

SUMMARY OF CHANGES

SINCE 2008

2 NOV 2009

GENERAL INSTRUCTIONS – INSPECTION #4

Inserted requirement to specify on estimate which parts of car are proposed for repainting if less than entire car is to be repainted.

GENERAL INSTRUCTIONS – MAINTENANCE #7.c.

Inserted section on replacement of retainer blocks below center axle bearing on 3-axle trucks.

GENERAL INSTRUCTIONS – MAINTENANCE #21

Inserted requirement for painting information stencil.

DODX 40000-SERIES INSTRUCTIONS – 4.b.

Inserted requirement to repair tiedown tracks if unusable over a length of 60” or more.

DODX TANK CARS - #8

Inserted requirement to replace inoperable or missing vacuum relief valves.

DODX TANK CARS - #11

Changed bottom outlet gasket requirement to require replacement regardless of condition.

5 FEB 2008

GENERAL INSTRUCTIONS – MAINTENANCE #5

Inserted requirement for curved plate wheels.

GENERAL INSTRUCTIONS – MAINTENANCE #7.b.

Changed requirement from replace all to replace only those with significant wear.

PREVENTIVE AND PERIODIC

INSPECTION AND MAINTENANCE

GENERAL INSTRUCTIONS

ALL DODX CARS

EFFECTIVE 2 NOV 2009

REPLACES 5 FEB 2008 VERSION

NEW OR CHANGED LANGUAGE SHOWN IN ITALICS

INSPECTION:

1. Visually inspect for defects under the Interchange Rules of the Association of American

Railroads and/or the Code of Federal Regulations.

2. Apply gauges as necessary to check borderline conditions detected under item 1.

3. Shops are requested to send with their repair estimate any data recorded in the course of this

PM inspection, e.g. hose dates, wheel thickness readings, etc.

4. If inspection indicates that partial or complete repainting is required, the painting estimate should be accompanied by digital photographs. The first photograph should be a ¾ side view clearly showing the car number. As many additional photographs should be taken as necessary to support the extent of repainting shown in the estimate. If less than the entire car (i.e. all painted surfaces) is to be repainted, e.g. only the deck and outside of side and end sills, the estimate shall state which parts are to be painted or which parts are not to be painted, whichever is simpler to explain.

5. Follow Special Instructions appropriate to the car type being inspected.

6. Follow car-specific instructions accompanying the notification that the car is being sent to your shop.

MAINTENANCE:

1. Follow Special Instructions appropriate to the car type being inspected.

2. Take appropriate actions to ensure that the car owner benefits from manufacturer’s or vendor’s warranty, remanufacture, and trade-in policies.

3. Replace wheels which have less than 1/16th inch of rim wear remaining under the

Interchange Rules.

4. If a center axle wheelset on three axle trucks needs to be replaced, replace it with a wheelset having full contour, one-wear wheels.

5. If a 3 axle truck needs to be disassembled for any reason, reassemble:

a. Placing the wheelset having the least wheel wear in the center axle location. In determining which wheelset has the least wear give priority to the amount of flange wear, as most wheel replacements are for flange defects.

b. Placing the least worn brake beam in the center location.

c. Applying new brake shoes to the center brake beam.

6. If a truck on a car with more than 10 years of interchange life remaining must be disassembled to affect other repairs:

a. Wear guides and plates and friction castings with metallic backs which show more than

50% of total allowable wear should be built up with weld to original cross section or replaced, whichever produces the lower cost to the car owner.

b. Brake beams, bolster gibs, and side frame columns showing more than 50% of total allowable wear should be built up with weld to original cross section.

7. If Buckeye 3 axle trucks are equipped with equalizers which shield the center axle roller bearings from being read by hot box detectors and are not equipped with on board hot box detection systems:

a. Replace the equalizers with equalizers that permit the bearings to be read by hot box detectors. Each truck requires one each of:

i. Pattern # 54-36-AHT, Drawing # D-13834

ii. Pattern # 54-37-AHT, Drawing # D-13835

b. Replace the equalizer wear blocks and equalizer wear block seats with new parts only if they show significant wear. Each truck uses four each of:

i. Pattern # 55-61-H

ii. Pattern #55-09-HTE, Drawing #B-9913

c. Make sure to replace the retainer block below each center axle bearing. If missing, retainer blocks must be fabricated and installed. SDDC has the drawings.

8. If a pedestal roof liner is to be replaced, replace it with a clip-on type.

9. Do not replace missing or broken pedestal keys or equalizer tension pins. Remove broken equalizer tension pins.

10. Brake pins whose cotter keys are missing or are removed to effect a repair must be secured with AAR approved brake pin locking devices.

11. Remove normal build up of grease or oil on all serviceable cushioning devices and stabilizers, except on polished piston surfaces.

12. After repair or replacement of defective end of car cushioning devices and truck stabilizers, remove all evidence of leakage of grease or oil from the device or stabilizer and from the car or truck.

13. Grind and paint striker castings showing impacts after correcting the cause of the damage.

14. On cars with end-of-car cushioning devices, brake pipe support brackets which do not comply with Interchange Rule 4 or which do not work are to be brought into compliance with SDDC standard drawings. Previous non-standard repairs will be brought into compliance with SDDC standard drawings, except for trivial differences. Unrepaired brake pipe support brackets on cars with end-of-car cushioning devices which do comply with Interchange Rule 4 and which do work will left alone, even if they do not comply with SDDC standard drawings.

15. Restencil any car stating that it takes 2” brake shoes if the current stenciling says 11/2 “.

16. Replace air brake hoses with less than 1 year of life remaining and flexible brake pipe hoses with less than 3 years of life remaining.

17. If the hand brake chain needs to be painted, pull on the chain after releasing the brake to make sure that the correct links are painted.

18. Safety appliances should be straightened on the car whenever possible, as opposed to removing and straightening.

19. Chisel-check safety appliance bolt threads which do not have other approved means of preventing securement nuts from backing off.

20. If a car requires initial application or full replacement of reflective sheeting, apply vertically, if feasible. If partial repairs to reflective sheeting repairs are required, apply in the same direction, vertical or horizontal, as the sheeting which does not require repairs.

21. Repainting that involves at least the sides and ends of a car shall include a paint information stencil on each side of the cars stating: Shop Name, Date, Paint Brand Name and Type, and Number of Coats. The invoice for the repainting must be accompanied by ¾ side views of both sides of the repainted car clearly showing the car number, the underframe, and one of the paint information stencils. When the paint information stencil is required the information on the paint information stencil shall also be shown on the invoice. The cost of providing the paint information stencil is billable.

22. Lubricate box and reefer door fittings in accordance with the Lubrication Manual.

PREVENTIVE AND PERIODIC

INSPECTION AND MAINTENANCE

SPECIAL INSTRUCTIONS

DODX 40000-SERIES FLAT CARS

REPLACES 6 SEP 2006 VERSION

NEW OR CHANGED LANGUAGE SHOWN IN ITALICS

1. Follow applicable General Instructions.

2. All general purpose 40000-series cars must have 36 functional 11/2” special alloy chain tiedown assemblies with turnbuckles equipped with locking sleeves and be stenciled for 32 assemblies plus 4 spares. Chain stencil must read 13,750 lbs. working load. Remove broken and excess chain tiedown assemblies and sort by type of repairs needed, if any. Repair as time permits. Charge repairs to the car removed from, for assemblies repaired before that car is invoiced; otherwise, charge repairs to the car(s) repaired assemblies are used on. Remove shackles and master rings, if any; hold for shipment instructions.

3. Turnbuckles should be lubricated with AAR approved multi-level persistent lubricant; chains should be placed in the tiedown track channel, necklaced, or otherwise prevented from hanging over the sides or ends.

4. Tiedown tracks should be repaired only:

a. In the areas used to load one or two M1s (stations 1, 2, 7, 8, 20, 21, 24, 25, 37, 38, 43, and 44) and only if damaged to the point that anchors cannot be applied properly.

b. On other parts of the deck, only where an anchor cannot be locked at any point in a continuous 60” section of track; then repair only 24” of tiedown track in the center of the damaged section.

c. Tiedown track repairs should be made by heating and bending instead of cutting out and replacing, if possible.

5. Container locking devices should be inspected for proper operations, repaired as necessary, and lubricated with AAR approved multi-level persistent lubricant. Antitheft devices for collapsible pedestals should be repaired or replaced as necessary.

6. The stations required for loading one or two M1s are marked by the welding of raised metal numerals to the deck center line of general purpose cars. The stations required are: 1, 2, 7, 8, 20, 21, 24, 25, 37, 38, 43, and 44. Install or replace as necessary.

7. The end of car cushioning unit is a special sub-model that is not reflected in the manufacturers’ model number. If a defective end of car cushioning device requires replacement, the supplier must be informed that the sub-model for “military cars” or “DODX 40000-series cars” or “DODX 140-ton flat cars” is to be supplied. If the supplier does not understand this request, use another supplier.

8. Brake pins secured with regular (i.e. non-locking) cotter keys should be replaced with AAR approved brake pin locking devices. Replace non-AAR approved locking cotter keys with AAR approved brake pin locking devices only if there is a cause for renewal.

9. Cars which are to be repainted shall be painted in Burlington Northern green. The only securement stenciling to be applied after repainting is a white stripe 3 inches wide painted across the deck and down the side sills at the center of general purpose and locomotive cars (when painting the stripe avoid painting over or moving any AAR-required stenciling).

Securement stenciling can be covered if necessary when applying reflective sheeting.

PREVENTIVE AND PERIODIC

INSPECTION AND MAINTENANCE

DODX 41000-, 42000- AND 48000-SERIES FLAT CARS

EFFECTIVE 5 SEP 2006

REPLACES 9 OCT 2004 VERSION

NEW OR CHANGED LANGUAGE SHOWN IN ITALICS

1. Follow applicable General Instructions.

2. All 41000- and 42000-series cars must have 36 functional 11/2” special alloy chain tiedown assemblies with turnbuckles equipped with locking sleeves and be stenciled for 32 assemblies plus 4 spares. Chain stencil must read 13,750 lbs. working load. Remove broken and excess chain tiedown assemblies and sort by type of repairs needed, if any. Repair as time permits. Charge repairs to the car removed from, for assemblies repaired before that car is invoiced; otherwise, charge repairs to the car(s) repaired assemblies are used on. Remove shackles and master rings, if any; hold for shipment instructions.

3. Turnbuckles should be lubricated with AAR approved multi-level persistent lubricant; chains should be placed in the tiedown track channel, necklaced, or otherwise prevented from hanging over the sides or ends.

4. Container locking devices should be inspected for proper operations, repaired as necessary, and lubricated with AAR approved multi-level persistent lubricant. Antitheft devices for collapsible pedestals should be repaired or replaced as necessary.

5. 48689 and 48708 should have the operation of the TOFC stanchions inspected by raising and lowering. The screw mechanism and the locking pin mechanism should be lubricated with AAR approved intermodal grease.

6. Do not repair tiedown tracks unless an anchor cannot be locked at any point in a continuous

60” section of track; then repair only 24” of tiedown track in the center of the damaged section. Tiedown track repairs should be made by heating and bending instead of cutting and replacing, if possible.

7. Replace missing stationing numbers on the decks of 41000- and 42000-series cars.

8. Replace the BL sill step on 41000-series cars, if not already replaced, with a step designed in accordance with SDDC drawing titled “Replacement Sill Step”.

9. If AAR approved brake pin locking devices are standard to the car, brake pins secured with regular cotter keys should be replaced with AAR approved brake pin locking devices. If AAR approved brake pin locking devices are not standard to the car, replace non-AAR approved brake pin locking devices with AAR approved locking devices only if there is a cause for renewal.

10. Cars which are to be completely repainted shall be painted in the following colors:

a. 41000-series: BNSF red

b. 42000-series: covered hopper grey

c. 48000-series: CSX blue.

PREVENTIVE AND PERIODIC

INSPECTION AND MAINTENANCE

DODX TANK CARS

REPLACES 5 SEP 2006 VERSION

NEW OR CHANGED LANGUAGE SHOWN IN ITALICS

1. Follow applicable General Instructions.

2. The inspections, tests, and maintenance mandated by 49 CFR 180.509, AAR MS&RP Part

C-III (M-1002), and AAR Interchange Rule 88.B.2 will not be performed without specific permission. Where a car was not shopped specifically to perform mandated work, contractor should request specific permission where and to the extent that:

a. If the shop believes that mandated work is due within 13 months, or

b. Whenever tank cars have been cleaned to effect other repairs unless:

I. The car has been cleaned for disposal, or II. Mandated work is not due within 25 months.

The DODX Mandated Maintenance & Inspection Manual is attached.

3. Guidance on grouping mandated inspections, tests, and maintenance:

a. If specific permission is given to do the tank tests and inspections mandated by 49 CFR

180.509 then all of the other inspections, tests, and maintenance mandated by 49 CFR 180.509, AAR MS&RP Part C-III (M-1002), and AAR Interchange Rule 88.B.2 should be done, unless already accomplished during the current calendar year. The purpose of this instruction is to have all required inspections, tests, and maintenance come due during the same year.

b. If specific permission is given to do Rule 88.B.2 or AAR Stub Sill inspections, permission to do the other mandated inspections, tests, and maintenance will normally be given only if the other work is due within 25 months.

4. Check with car owner for verification if any stub sill car is not marked as having received the mandated stub sill inspection.

5. Inspect dome bolts. If any nut can be moved on the bolt without turning it, i.e. if there is slack between the nut and bolt threads, then replace all bolts and nuts. Otherwise replace as necessary. Clean and/or lubricate all bolts.

6. Inspect dome platform safety chains for operability.

7. Inspect cars equipped with bottom outlet valve safety latch or car seal pin arrangement for operability. Repair or replace bent, broken, or misaligned outlet valve handle securement brackets so that the valve handle fits snugly in between the ears of the bracket when valve…