2017.01.06_Draft_PWS_DODX_Freight_Car_Repair__Maintenance_Services.pdf

PERFORMANCE WORK STATEMENT FOR

UNITED STATES TRANSPORTATION COMMAND

DIRECTORATE OF ACQUISITION,

INTERMODAL TRANSPORTATION

MILITARY SURFACE DEPLOYMENT & DISTRIBUTION COMMAND

DODX FREIGHT CAR REPAIR & MAINTENANCE SERVICES

06 January 2017

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

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 1,990 freight cars including 1,819 flat, 124 tank, 30 box, 9 refrigerator, 6 caboose, and 2 Schnabel cars.

1.2.1 The contractor shall repair DFRIF equipment in accordance with the current Field and Office Manuals of the Interchange Rules, as published by the Association of American Railroads (AAR); the Private Rail Car Standard Job Codes (Appendix D of the Field Manual); the Code of Federal Regulations (CFR), as it applies to railroad cars; and SDDC’s Preventive & Periodic Inspection & Maintenance Instructions (PPIM).

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

1.3.1 Task 1 – Responding to Shopping Notification. Contractor’s shall submit with their bid a Capacity Commitment. The Government will send cars to the contractor’s shop without prior notification up to the limit of the Capacity Commitment allocated 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 five (5) 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 A, or a similar report providing like information.

1.3.2.1 Rule 95 Damage. If a car is sent to the contractor for wreck repair or otherwise shows evidence of damage, loss, or a 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. If it fails to obtain a defect card and/or joint inspection certificate signature when required, 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.

1.3.2.2 Disposition of Deadlined 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 Logistics Agency’s Disposition Services (DLA). The Contracting Officer’s Representative (COR) will coordinate between the contractor and DLA. Upon approval by the COR, the contractor may charge a $3.00 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 is required to make reasonable arrangements for prospective buyers 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 Estimates. The contractor shall provide an initial estimate of items proposed for repair or maintenance to the COR, electronically or in person, within five (5) business days of a car’s inspection. 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 Estimate and DODX Car Data Report

1.3.3.2 Second Estimates. The contractor shall provide a second estimate when hidden defects or additional work are discovered during the course of repair or when directed to do so by the COR.

The second repair/maintenance estimate shall contain all lines of approved repairs from the Initial Estimate as well as the additional items proposed for repair.

Deliverable: Second Estimate

1.3.3.3 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 both Adobe Acrobat (.pdf) and Microsoft Excel (.exl) files in spreadsheet format. Estimates shall state whether they are first or second estimates. The first page shall include the contractor's name, contract number, task order number, car number, car arrival date, and an estimated completion date or a projection of the number of calendar days to repair.

b. Each item on the estimate shall be listed with the appropriate 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. Each item shall be priced based on 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 on the day the car was received, adjusted by 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; empty/load devices; and tank car gaskets and valves.

1.3.3.4 Shipping Estimate. If the contractor is requested to ship parts, components, or assemblies, an estimate of the cost of the shipping 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: Shipping Estimate

1.3.4 Task 4 – Repairs & PPIM Services.

1.3.4.1 Timeliness. The contractor is expected to accomplish all work on the estimate(s) for which approval was received within the number of calendar days it specified on the initial, or, if applicable, the second estimate. 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 Repaired Cars. The contractor shall request via email from the COR, or his designee, shipping instructions for completed cars.

1.3.4.3 Scrap. Scrap becomes the property of the contractor unless otherwise notified in specific cases by the COR. Items that are customarily rebuilt or reconditioned for further use are not considered scrap, and remain the property of the Government unless the price charged for the repair incorporates a credit for the removed items.

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. Therefore, the contractor shall submit, as email attachments, copies of their AAR Shop Evaluations and Quality Audit Reports when they are performed. 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 registration or certification, as appropriate.

Deliverable: Certifications and Approvals

1.3.6 Task 6 – Contract Management. The contractor shall designate a person, and an alternate, who shall be responsible for ensuring the successful accomplishment of all the contractor’s PWS tasks. These persons shall be the official recipients of all communications concerning this contract. Point of contact (POC) information to be furnished shall include name, title, phone number, postal address 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 also 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 a 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 B.

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 reference the CMRA Frequently Asked Questions https://cmra.army.mil/help/faq.html, the Contractor User Guide, the Contractor Quick Reference Guide https://cmra.army.mil/ https://cmra.army.mil/help/faq.html https://cmra.army.mil/Help/CMRA_QuickReference_Contractor.pdf or E-mail usarmy.pentagon.hqda-asa-mra.mbx.samr-fm-cmra@mail.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 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 Estimate

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

1.3.3.4 Shipping 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 https://cmra.army.mil/Help/CMRA_QuickReference_Contractor.pdf other deliverables shall be performed at the place of delivery. The Government will notify the contractor of deliverable acceptance or provide comments in writing. The Contractor, if necessary, shall revise and resubmit the final deliverable to the Government within five (5) 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 commitment to the Government.

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

1.3.2

Perform detailed inspection within five (5) business days after receipt of car 95% On time.

1.3.3

Provide Initial Estimate(s) within five (5) business days of detailed inspection 95% On time.

1.3.4.1

Accomplish Repair(s) IAW

1.2.1 within the estimated completion period included on the Initial Estimate or, if applicable, the Second Estimate. 95% On time; 100% Accomplishment

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 minimize disagreement or delays to the 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 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 DoDI 8582.01, Security of Unclassified DoD Information on Non-DoD Info Systems, 6 Jun 2012, http://www.dtic.mil/whs/directives/corres/pdf/858201p.pdf.

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 DODX fleet manager 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 DODX fleet manager of unauthorized releases of such information.

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

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 and Office Manuals of the Interchange Rules shall govern all labor and material charges allocated to the government.

4.7.1 Frequency. Invoices shall be submitted by email. The contractor shall submit no more than one invoice per week. There is no limit to the number of cars on an invoice, but only completed cars ready to ship shall be invoiced.

4.7.2 Format. The supporting records of the invoice 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, Joint Inspection Certificate (JIC), 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), the COR, and the contractor performing management support services.

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 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), transcom.scott.tcj3.mbx.security-services-center@mail.mil, FAX 618-229-0108, Tel 618- 220-6550. 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.

mailto:transcom.scott.tcj3.mbx.security-services-center@mail.mil

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:

Industrial Security Program Manager/ Security Office 1 Soldier Way

SDDC G-2

Scott AFB, IL. 62225 Commercial: 618-220-6559 standa.t.cameron.civ@mail .mil or jeffrey.t.mcgrath.civ@mail.mil HQ SDDC G2 Approval: Standa Cameron HQ SDDC G2 Tracking #: HQSDDCG2-048-12 http://www.dtic.mil/whs/directives/corres/pub1.html http://armypubs.army.mil/

APPENDIX A

Acronyms

AAR Association of American Railroads CFR Code of Federal Regulations CLM Car Location Message CI Counter Intelligence 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 LE Law Enforcement 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 - DODX CAR DATA TO BE REPORTED

ON ARRIVAL

IF DIFFERENT ON

DEPARTURE

Shop Location Arrival Date Reason Shopped Arrival Inspection Date Departure Inspection

Date

Stencilling

Car Number

LD LMT

LT WT

Built Date

Wheel Rim Thickness

L1

L2

L3

L4

L5

L6

R1

R2

R3

R4

R5

R6

Side Frame Dates

BL

RL

AL

AR

Bolster Dates

B

A EOC Cushioning Unit Make & Model #

B

A

EXHIBIT B

DODX WEEKLY STATUS REPORT

FROM:

MONTH

OF:

WEEK OF:

Car Number

Task Order Number

Responsible Party

Arrival Date

Inspection Date

Estimate Submittal Date

Estimate Approval Date

Start Work Date

Estimated Completion Date

Second Estimate Submittal Date

Second Estimate Approval Date

Work Completion Date

Dispo Request Date

Dispo Location

RR

Pull Date

Invoice Number

Invoice Date

GOVERNMENT OWNED / FURNISHED MATERIAL

MATERIAL

DESCRIPTION

PART

NUMBER

STARTING

BALANCE

GOVERNMENT

PURCHASE

INVOICE

NUMBER

DATE

RECEIVED

QUANTITY

RECEIVED

REIMBURSE

INVOICE

NUMBER

CAR

APPLIED

TO

DATE

APPLIED

ENDING

BALANCE REMARKS

EXHIBIT C

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 subcontractor) 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