JSMC-L_SOW_FEB2019.pdf

GENERAL.

C.1.1 This Performance Work Statement (PWS) is applicable to the Joint Systems Manufacturing Center-Lima (JSMC-L) located in Shawnee Township, Ohio, as legally defined in the Shawnee Township, Ohio, Property Register. The JSMC-L is a Government-Owned, Contractor-Operated (GOCO) facility owned by the Department of the Army, as represented by Attachment 001 "JSMC-L Map".

C.1.2 This PWS provides for the marketing of the real property, located at JSMC-L under the Armament Retooling and Manufacturing Support (ARMS) Initiative pursuant to 10 U.S.C Sections 7551 through 7555 for commercial work.

C.1.3 The Contractor shall procure all necessary permits and licenses; comply with all applicable laws, regulations, and ordinances of the United States of America, and of the state, territory, or subdivision thereof wherein the services are performed.

C.1.4 The Contractor shall sign non-disclosure agreements in order to insure the protection of JSMC-L technology and GDLS proprietary information. This requirement shall flow down to all tenant agreements entered into under this Contract.

C.1.5 Definitions - The following terms have been adapted and established as common definitions for the purposes of this contract:

C.1.5.1 "ARMS" refers to the Armament Retooling & Manufacturing Support Initiative per 10 U.S.C. Sections 4551-4555.

C.1.5.2 "Consideration" is the cause, motive, price, or impelling influence inducing a party (Government, contractor, tenant, etc.) into a contract. It can be either monetary or nonmonetary. Non-monetary consideration includes work-in-kind performed by the Contractor or tenant(s) at JSMC in exchange for the use of Government real property under the ARMS Program. Any and all use of Government property must include a rental rate, to establish a fair market assessment in accordance with FAR 45 and computed in accordance with FAR Part 52.245-9, and be determined acceptable by the Contracting Officer.

C.1.5.3 “Days" as used in this SOW means calendar days.

C.1.5.4 "“Fair Market Value” or property appraisal is computed in accordance with (IAW)

FAR 52.245-9.

C.1.5.5 "Government Property" means property (real property, personal property, or non-production equipment, at the discretion of the Government) owned or leased by the Government.

C.1.5.6 "Maintenance" is any action required to maintain current facilities in such condition that it may be safely and effectively utilized for its designated or designed purpose.

C.1.5.7 “Rental rate” is the fair market value consideration IAW FAR 52.245, and rationale used for establishing that consideration in exchange for the use of Army facilities.

C.1.5.8 "Tenant" is a contractor performing commercial work, received as a prime or sub contract; other than obligations performed under a "Usage period" is the time period during which Government property is approved for use. It includes time to set up the property for such purposes, perform required maintenance, and restore the property to its condition code prior to use (less normal wear and tear), where applicable.

C.1.5.9 "Usage period" is the time period during which Government property is approved for use. It includes time to set up the property for such purposes, perform required maintenance, and restore the property to its condition code prior to use (less normal wear and tear), where applicable.

C.2 ARMAMENT RETOOLING & MANUFACTURING SUPPORT (ARMS) INITIATIVE

C.2.1 The ARMS Initiative is a Congressionally established defense conversion/commercial reuse program established in 1993 (10 USC 4551-4555, “ARMS Initiative”) to reduce Government costs at eligible facilities while maintaining a readiness capability and to reduce the impact of defense downsizing on local communities. Through allowing the use of facilities for ARMS efforts, the Army better utilizes the full capacity of the facility which in turn results in a reduction in operation and maintenance costs and yields a net savings to the Army. Through the authority of the ARMS Initiative, the contractor shall have the authority to market and lease underutilized space at JSMC-L and then receive a percentage of the lease payment proceeds.

C.2.2 The scope of work identified in section C.2 applies to all Government Owned real property assets as represented by Attachment 001 “JSMC-L Map” with the exception of Building 351. The Contractor shall conduct a survey of JSMC-L to identify potential opportunities to lease portions of JSMC-L for commercial use. The analysis shall identify underutilized buildings and land which could be marketable. A JSMC Facility Assessment (CDRL A001) shall be conducted to develop a prioritized list based on potential market value. Areas which would be marketable with minimal repair/upgrade should also be identified to include a description of the recommended repair/upgrade.

C.2.2.1 The contractor shall coordinate the lists referenced in section C.2.2 with the contractor facility operator for comment, but the Government will make the final decision on the ARMS lease locations. Once the Government has approved the potential lease locations, the contractor shall actively market the designated facility areas.

C.2.2.2 The Contractor shall provide an annual ARMS Marketing Plan (CDRL A002). The Contractor shall develop the marketing plan to include an Integrated Master Schedule (IMS) to research, solicit, negotiate and award Tenant leases. The contractor may update at their discretion and their on expense subject to the same approvals. The annual marketing plan shall include the following areas:

C.2.2.2..1 Survey of JSMC-L property (excluding production equipment) to determine utilization and availability for potential tenant occupancy;

C.2.2.2..2 Survey of local commercial real estate market;

C.2.2.2..3 Prioritized list based on potential market value;

C.2.2.2..4 Expected marketing efforts and programs;

C.2.2.2..5 Target market (type of tenant);

C.2.2.2..6 Expected rental consideration and number of tenants for the next three years;

C.2.2.2..7 Impacts of potential lease activities to the JSMC-L facility operator;

C.2.2.2..8 Any other areas of concern.

C.2.2.3 The Contractor shall be authorized to use the facility for ARMS Tenant activities (subject to the exclusion of Building 351 and current production contract operations/requirements) during the period of performance of the Base Award.

Prior written approval from the Contracting Officer is required for the initial time period and prior to the exercise of each option.

C.2.2.4 The Contractor shall submit all ARMS proposals and Assessments (CDRL A003) for Tenant facility use to the Contracting Officer for approval. The request shall include the ARMS Proposal Mandatory Checklist (Attachment 002), the ARMS Proposal Mandatory Safety Checklist (Attachment 003), and all appropriate environmental documentation per AR 200-1. The request, if proposing to use radioactive material or radiation producing equipment, shall include proof of Nuclear Regulatory Commission (NRC) licensing as applicable with required Army Radiation Permit (ARP) application IAW 32 CFR 655.10.

C.2.2.5 The Contractor shall not use or modify Government property until specific written approval is obtained from the Contracting Officer. Use of such property shall be on a non-interference basis with ongoing and future Government and Foreign Military Sales (FMS) production contracts.

C.2.2.6 The Contractor shall submit a proposal to exercise a Tenant use agreement option (CDRL A003), or any other Tenant use agreement proposal, at least 120 days prior to expiration of the Tenant use agreement. In the case where the current approved Tenant use agreement period is a year or less in duration, then the Contractor shall submit a proposal to exercise a Tenant use agreement option, or any other Tenant use agreement proposal, at least 60 days prior to expiration of the Tenant use agreement. If the Contractor fails to provide the proposal according to the aforementioned time periods, the following applies:

C.2.2.6..1 The Tenant use agreement shall expire in accordance with the Government approved usage period unless the Contracting Officer provides written authorization for its conversion to a month-to-month lease.

C.2.2.6..2 If authorization for a month-to-month lease is received, consideration shall be subjected to a 20% increase (annualized) over the previous considerations, unless the

Contracting Officer determines otherwise, until such time the Government approves or disapproves the proposal. The Government will complete the review within 60 days. No increase in consideration shall be applied during the Government’s review period, should the timing of such review exceed the expiration of the existing Tenant use agreement.

C.2.2.6..3 The Contractor’s proposal or portions therein (options, extensions, expansions, etc.) are subject to summary denial by the Contracting Officer. A non-inclusive list of justification for summary denial is; lack of economic benefit, potential environmental or safety risks, potential impact to the JSMC -L facility operator, potential impact to future JSMC-L missions, non-compliance with federal laws or Army policies, and potential impact to the local community and/or economy.

C.2.2.6..4 Should the Government decide not to approve renewal of a Tenant use agreement, or decides not to approve the Tenant use agreement proposal, the Contractor and associated Tenant shall hold the Government harmless such as for costs incurred and damages imputed. The Contractor shall obtain a written acknowledgement from a prospective tenant as part of the package to be submitted to the Government stating the prospective Tenant shall hold the Government harmless such as for costs incurred and damages imputed if the use is not approved, and shall include a provision in all of its tenancy agreements that tenants agree to hold the Government harmless if a use agreement is not approved for renewal or extension.

C.2.2.7 The Contractor shall inform the Contracting Officer at least 120 days prior to expiration of the Tenant use agreement if the Tenant use agreement shall not be renewed. In the case where the current approved lease period is a year or less in duration, then the Contractor shall inform the Contracting Officer at least 60 days prior to expiration of the tenant use agreement if the Tenant use agreement shall not be renewed.

C.2.2.8 The Contracting Officer may issue the Contractor an early termination notice no later than 180 days prior to the new termination date. Early termination of any Tenant use agreement can be made by the Government when the Contracting

Officer determines it to be in the best interest of the Government. When this occurs, the following applies:

C.2.2.8..1 A timetable shall be negotiated with the Contractor (representing its own and any Tenant interests) for the cessation of commercial production/operations and the return of the facility to the Army.

C.2.2.8..2 The Contractor shall use FAR Part 49 to set forth the terms for establishing appropriate termination settlement costs.

C.2.2.8..3 The Contractor shall limit settlement consideration costs to the same usage period approved by the Contracting Officer for Contractor submitted ARMS Tenant proposals.

C.2.2.8..4 Upon expiration or termination of all or part of the immediate contract, the Government may establish a successor ARMS-eligible facility or property management contract. If so, the successor shall be required to accept the terms and conditions of the Tenant use agreements in place to the maximum extent possible so long as such terms and conditions do not violate applicable laws and regulations. This shall be accomplished through the inclusion of the terms and conditions of established Tenant use agreements in the solicitations issued to obtain a successor.

C.2.2.8..5 Upon expiration or termination of all or part of the immediate contract, the Contractor shall, prior to vacating the facility, ensure that all property is clean, secure, and in good operating condition, fair wear and tear accepted IAW FAR 52.245-1. Each item of property shall be returned to the Government with all additions and modifications made to it, whether by the Contractor or by its subcontractors and vendors, during the term of the contract. The Government may require that Contractor restore modifications upon expiration of the immediate contract.

C.2.2.9 Consideration: Tenant Agreements

C.2.2.9..1 The Contractor shall propose, with each facility use submission, the fair market value consideration IAW FAR 52.245, and rationale used for establishing that consideration in exchange for the use of Army facilities (CDRL A002). Methods used for determining fair market value and the total amount of consideration required include property appraisals, historical records of similar operations within the local area, and proposed ARMS investments.

C.2.2.9..2 In accordance with FAR 45.301(d), the dollar value and utilization description as submitted as part of the Contractor’s proposal and incorporated into the contract, is binding and shall be used as implementation of adequate consideration for use of facilities in support of tenant agreements/contracts.

C.2.2.9..3 The Contractor may request the consideration to be based upon alternate methods (e.g., cost of maintaining facilities/property, job creation, critical skill retention, costs of long term development, etc.). Supporting rationale shall be provided to the Contracting Officer. The parties may agree on an alternate means of determining reasonable consideration.

C.2.2.9..4 For non-monetary consideration, the value of the work-in-kind shall be commensurate to the fair market value or alternate consideration value associated with the use of the Government property for the designated time period. The Contractor shall determine the consideration value and furnish records or other supporting data in sufficient detail to permit the Contracting Officer to verify the accuracy of the proposed consideration value. The consideration has to have sufficient monetary consideration to allow payment of the contractor’s monthly share of the lease proceeds.

C.2.2.9..5 The Government's acceptance of consideration under these conditions, in whole or in part, shall not be construed as a waiver or relinquishment of any rights it may have against the Contractor stemming from the Contractor's unauthorized use of

Government property or any other failure to perform this contract according to its terms.

C.2.2.9..6 The Contractor shall be responsible for collecting all consideration from the tenant(s).

If at any time the tenant(s) is delinquent, it is the responsibility of the Contractor to inform the Contracting Officer of the delinquency within 30 days and the corrective actions taken.

C.2.2.9..7 The Contractor may not be held responsible for defaulted consideration/rent payment(s) for a tenant, provided the Contractor has performed the appropriate due diligence in verifying the credit worthiness of the prospective tenant IAW commercial best practices and has taken the appropriate actions to recover the delinquent consideration/payment(s). The following examples of credit worthiness sources that may be used to evaluate credit worthiness of the prospective tenant, but are not the only sources that may be used: Dun and Bradstreet; One commercial trade reference;

One bank reference

C.2.2.9..8 The Contractor shall provide the Government the results of the credit check and the supporting documents (CDRL A003). The Contractor shall advise prospective tenants at the time of initial contact that a credit check as set forth herein shall be conducted, obtain the prospective tenant’s written acknowledgement that it understands and agrees to the check, and understands the information shall be provided to the Government along with the supporting document. All documentation shall be protected by the contractor IAW FAR 52.224- 1 (Privacy Act Notification), FAR 52,224-2 (Privacy Act) as well as the DoD PII procedures, DoD Directive 5400.11 and 5400.11-R (DoD Privacy Program) and other DoD implementation issuances. The proprietary information shall not be released to other tenants, entities, or contractors.

C.2.2.10 Tenant Insurance

C.2.2.10..1 The contractor shall include in each Tenant license and use agreement a provision that the Tenant will maintain insurance as prescribed in FAR 52.228-5, Insurance - Work on a Government Installation (Jan 1997). The amount of the insurance will be determined based on the scope of the area and number of people working in that that is leased. The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract. Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective; (1) For such period as the laws of the State in which this contract is to be performed prescribe; or (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer. The Contractor shall insert the substance of FAR 52.228-5 in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

C.2.2.10..2 The contractor shall include in each Tenant license and use agreement a provision that the contractor and the Government shall each be named an additional party insured in each such policy and appropriate certificates to that effect will be provided to the Contracting Officer and kept up‐to‐date (CDRL A002).

C.2.2.11 ARMS Quarterly Report

C.2.2.11..1 The Contractor shall provide the Contracting Officer with an ARMS Quarterly Activity Report (CDRL A004) which shall include the following items: All areas of activity associated with current and future marketing plans;

C.2.2.11..2 The Contractor shall provide the Contracting Officer with an ARMS Quarterly Activity Report (CDRL A004) which shall include the following items: All areas of activity associated with current and future marketing plans;

C.2.2.11..3 Current tenant data to include; costs, revenues, critical skills, jobs created, and any other benefits received by the Army resulting from tenant use;

C.2.2.11..4 Use of equipment and manufacturing hours by each tenant

C.2.2.11..5 Tenant manpower and shift allocation;

C.2.2.11..6 Current and projected work loading by tenant

C.2.2.11..7 Current issues

C.2.2.12 The Government will not be held responsible for the Contractor’s negligence or breach of contract in tenant agreements.

C.2.2.13 The Government is not a party to Tenant use agreements and will not have direct communications with the Tenant.

C.2.2.14 The Contractor shall serve as the central point of contact for all commercial tenants on site to:

C.2.2.14..1 The Contractor shall coordinate all tenant space requests and requirements with JSMC Liaison Office staff.

C.2.2.14..2 Coordinate tenant request for building modifications with JSMC Liaison Office staff.

C.2.2.14..3 Coordinate provision of utility services to support tenant requirements with JSMC Liaison Office staff.

C.2.2.14..4 Coordinate tenant request for maintenance and repairs of building space with JSMC-L Liaison Office staff.

C.2.2.14..5 Ensure tenants obtain all necessary permits to support tenant operations on site.

C.2.2.14..6 Require that tenant activities are in compliance with standard operating procedures for environmental, fire, safety, and security.

C.2.2.15 The Contractor shall provide property management services for commercial Tenant occupied buildings and structures to include the following:

C.2.2.15..1 Preparation of space to meet Tenant requirements.

C.2.2.15..2 Develop and implement a process to ensure that on site tenants and service/construction contractors maintain; (1) compliance with JSMC safety, fire, security, environmental rules/regulations, (2) required insurance, (3) the management of on-site access IAW JSMC-L security procedures and

(4) protection of JSMC-L technology and GDLS proprietary information through non-disclosure agreements.

C.2.2.15..3 Conduct or arrange for walk-throughs of tenant occupied space on a regular basis to verify with the tenant that all processes/products/occupation areas have not changed from what was agreed to in the original tenant agreement and that all permits, etc., are current. The contractor will document and request corrective action from the tenant for deficiencies or noncompliance with required terms of the tenant's agreement with the contractor. The schedule of such walk-throughs shall be determined by the contractor, but no less than quarterly, unless the Contracting Officer directs, in writing, that a tenant's processes or performance justifies a more frequent schedule. The contractor will document and maintain records of such walk-throughs. The contractor shall make available the records of agreements and all other pertinent documentation for review by the Contracting Officer upon request.

C.2.2.15..4 Conduct a comprehensive annual inspection of the JSMC-L buildings and grounds. Inspection records shall be made available for Government review upon written request by the Contracting Officer.

C.2.2.15..5 Coordinate tenant requirements for janitorial services and refuse collection with JSMC-L Liaison Office staff.

C.2.2.15..6 Property improvements must be addressed on a case by case basis as part of the technical review approval process.

Additional costs beyond common use basic services must be negotiated as part of the tenant license and use agreement.

C.2.2.16 The Contractor shall maintain records of all Tenant agreements and modifications. Records will be available for review by the Government upon request.

C.2.2.17 Contractor Incentive: The annual value of Tenant consideration available for use by the Government and/or retained by the Contractor shall be calculated in accordance with the ARMS Tenant Consideration Distribution Table (Attachment 004).

C.2.2.18 The Contractor shall develop and provide a Financial Management Plan (CDRL A004) to address invoice and fee collection and payment, including:

C.2.2.18..1 Fees associated with utility services provided at JSMC-L (steam, electric, water, wastewater)

C.2.2.18..2 Fees associated with use of personal property and equipment.

C.2.2.18..3 Fees that are direct reimbursements to JSMC-L for services provided.

C.2.2.18..4 Fees that are direct reimbursements to JSMC-L for services provided.

C.2.2.18..5 Maintain financial records of tenant fees, sources and uses of funds applied to real property.

C.2.2.18..6 Provisions for contract termination and eviction in the event of nonpayment of consideration or noncompliance with contract terms.

C.2.2.18..7 Procedures for payment of fees to JSMC-L - (time frames, form and to whom, etc.)

C.2.2.18..8 Procedures for administration of Contractor and tenant insurances and indemnifications.

C.3 SECURITY

C.3.1 iWatch Training - The Contractor shall use Government provided iWatch training for all contractor personnel supporting the contract who are operating on a DoD controlled installation, facility or area. This training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the COR. All Contractors are required to adhere to CDRL XXXX training and reporting requirements. Training shall be obtained at:

http://www.myarmyonesource.com/familyprogramsandservices/iwatchprogram/default.

aspx

C.3.2 Antiterrorism (AT) Level 1 Training - All Contract employees conducting work on a

DOD controlled installation, facility or area shall complete initial AT Level 1 training and annual training thru the life of the contract. AT level I awareness training is available at the following website: http://jko.jten.mil. All Contractors are shall to adhere to CDRL XXXX training and reporting requirement.

C.3.3 Common Access Card (CAC) or Installation Access Identification: Issuance of a CAC is authorized under this contract if one of the following requirements under Issuance is met:

C.3.3.1 Issuance: The contractor employee shall be issued a CAC only if duties involve one of the following: (1) Logical access to a DoD network that requires a CAC for login or a DoD website that only accepts the CAC for login access; or (2) Both physical access to a DoD facility and access, via logon, to DoD network on-site or remotely. Access to a DoD network must require the use of a computer with Government-controlled configuration or use of a DoD-approved remote access procedure in accordance with Defense Information Systems Agency; or (3) Physical access to multiple DoD facilities or multiple non-DoD federally controlled facilities on behalf of the DoD on a recurring basis for a period of 6 months or more. Contractor employees who meet these requirements shall be issued a CAC as explained at http://www.cac.mil/common-access-card/getting-your-cac/for-contractors/. Contractor employees who do not meet the requirements for a CAC but are required to have access to a government installation shall be sponsored for an installation Identification card by the contracting officer’s representative (COR) and provide all information to comply with adjudication standards and procedures using the National Crime Information Center Interstate identification Index (NCIC-III) and Terrorist Screening Database (TSDB) (Army Directive 2014-05/AR 190-13), applicable installation, facility and area commander agreements and other theater regulations.

C.3.3.2 Protection and Handling of Identification (ID) Cards and Reporting Lost or Stolen Cards: For CAC, refer to http://www.cac.mil/common-access-card/managing-your-cac/. Installation identification or badge shall be displayed while on the installation on the front of the outer garment between the shoulder and waist.

The contractor is responsible for ensuring all ID cards are properly safeguarded and accounted for at all times. The contractor shall immediately file an installation police report in cases of loss, theft, forgery, or damage and report to the COR.

http://www.myarmyonesource.com/familyprogramsandservices/iwatchprogram/default.aspx http://www.myarmyonesource.com/familyprogramsandservices/iwatchprogram/default.aspx

C.3.3.3 Return of ID Cards: The Contractor shall ensure that all employees, including all subcontractor employees at all tiers, return installation and/or access badges in accordance with (IAW) FAR 52.204-9 to the Visitor Control Center for deactivation and destruction. If a Contractor employee’s badge is not returned, the Contractor shall report, as soon as the incident is discovered, the unrecovered badge to the Installation Police. Contractor employees in possession of a CAC shall be responsible for turning in the CAC IAW FAR 52.204-9 and providing the CAC to the COR. All ID cards (installation or CAC) are property of the U.S. Government.

C.3.4 OPSEC Awareness Training Requirements:

All contractor employees shall complete “OPSEC Awareness for Military Members, DoD Employees and Contractors” training. This training is available at:

https://securityawareness.usalearning.gov/opsec/. All training shall be completed and reported IAW CDRL XXXX (OPSEC Awareness Training Report