PART I - THE SCHEDULE
SECTION A
DEFINITIONS, CONTENTS OF
SUBCONTRACT AND
ORDER OF PRECEDENCE
A.1
DEFINITIONS
A.2
CONTENTS OF SUBCONTRACT
A.3
ORDER OF PRECEDENCE
SECTION A
A.1
DEFINITIONS, CONTENTS OF SUBCONTRACT AND ORDER OF PRECEDENCE
DEFINITIONS
As used throughout this subcontract unless otherwise noted herein, the following words shall have
the meanings set forth below:
a.
The “Subcontract“ means all subcontract documents, including amendments, changes, and
supplements thereto, the standard terms and conditions set forth herein, and all
requirements, drawings, specifications and clauses attached hereto, made a part hereof or
incorporated herein by reference;
b.
The term “Contractor“ means Aerospace Testing Alliance (ATA) and includes its officers,
employees and agents acting within the limits of their authority;
c.
The term “Subcontractor/Offeror“ means the entity undertaking to perform the work
described in this subcontract for the Contractor, and includes its officers, employees and
agents acting within the scope of their authority;
d.
The term “Subcontract Administrator“ means the Contractor’s authorized Purchasing Agent
responsible for all contractual matters related to this subcontract document.
e.
The term “Technical Representative/Job Monitor” means the individual responsible for dayto-day clarifications and guidance on technical work requirements.
f.
“Government” is the United States of America or any department or agency thereof.
g.
The term “Contracting Officer“ means any military officer or civilian employee of the United
States Government, including authorized representatives of such officer or employee acting
within the limits of their authority, who has been properly designated as a Contracting Officer
and whose official duties on behalf of the United States Government concern any contract
between the United States Government and ATA under which this subcontract has been
awarded by ATA to the Subcontractor.
h.
The term “Prime Contract“ means Contract No. F40600-03-C-0001 between the Contractor
and the United States, including all modifications, changes and supplements thereto, under
which this subcontract is issued.
i.
“FAR“ means the Federal Acquisition Regulation, Chapter 1 of Title 48, Code of Federal
Regulations (C.F.R.).
j.
“DoD FAR Sup.“ or “DFARS“ means the DoD supplement to the FAR, Chapter 2 of Title 48,
C.F.R.
k.
“AFFARS” means the Air Force Supplement to the FAR.
A-1
A.2
CONTENTS OF SUBCONTRACT
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A.3
Cover Page
Part I, Section A – Definitions, Contents of Subcontract and Order of Precedence
Part I, Section B – Supplies/Services and Prices
Part I, Section C – Statement of Work/Technical Specification
Part I, Section D – Preservation, Packaging And Packing/Marking And Shipping Information
Part I, Section E – Inspection and Acceptance/Quality Assurance
Part I, Section F – Delivery/Performance
Part I, Section G – Subcontract Administration Data
Part I, Section H – Special Provisions
Part II, Section I – General Provisions
Part III, Section J – List of Documents, Exhibits and Attachments Applicable to this Subcontract
Part IV, Section K – Representations, Certifications, and Acknowledgements
Part IV, Section L – Proposal/Bid Instructions
Part IV, Section M – Evaluation Factors for Award
ORDER OF PRECEDENCE
In the event of an inconsistency between any of the provisions of this subcontract, the
inconsistency shall be resolved by giving precedence to the provisions of the subcontract in the
following order:
a.
b.
c.
d.
Part I, Sections A, B, D, E, F, G
Part I, Section H and Part II, Section I
Part III, Section J
Part I, Section C
A-2
PART I - THE SCHEDULE
SECTION B
SUPPLIES/SERVICES AND PRICES
B.1
STATEMENT OF REQUIREMENTS
B.2
SUPPLIES/SERVICES AND PRICES
B.3
MULTI-YEAR SUBCONTRACTING (Optional)
B.4
FUNDING LIMITATIONS (Optional)
B.5
AVAILABILITY OF FUNDS (Optional)
B.6
ECONOMIC PRICE ADJUSTMENT – STANDARD
SUPPLIES (Optional)
B.7
EQUIPMENT ADDITIONS/DELETIONS (Optional)
B.8
REQUIREMENTS (Optional)
B.9
ORDERING (Optional)
B.10 DELIVERY-ORDERS FOR ON-CALL
AGREEMENTS (Optional)
B.11 TYPE OF SUBCONTRACT
SECTION B
B.1
SUPPLIES/SERVICES AND PRICES
STATEMENT OF REQUIREMENTS
The Subcontractor shall provide all materials, labor, equipment, plant, and transportation in
strict accordance with Section C, Statement of Work and all other contractual documents
referenced herein.
B.2
SUPPLIES/SERVICES AND PRICES
The Subcontractor shall be paid for services performed and accepted by the Contractor in
accordance with the pricing established in Table B-1 (Supplies/Services and Prices).
B. 3
MULTI-YEAR SUBCONTRACTING (Optional)
a.
General
This agreement provides requirements over a _______________ period. Funds are
not presently available for the entire scope of work but it is anticipated that funding
will become available over the next _____________ years.
If funds do not become available, the Contractor will cancel/terminate the remainder
of the Subcontract in accordance with the termination/cancellation provisions
provided herein.
b.
Limitation of Price and Contractor Obligations
The amount of funds available at award is not considered sufficient for the
performance required for any program year other than the first program year. When
additional funds are available for the requirements of the next succeeding program
year, the Subcontract Administrator shall, not later than fifteen calendar days after the
expiration of the current program year, notify the Subcontractor in writing. The
Subcontract Administrator shall also modify the amount of funds described in the
schedule as available for Subcontract performance.
The Contractor is not obligated to the Subcontractor for any amount over that
described in the schedule as available for subcontract performance.
The Subcontractor is not obligated to incur costs for the performance required for any
program year after the first unless and until written notification is received from the
Subcontract Administrator of an increase in availability of funds.
B.4
FUNDING LIMITATIONS (Optional)
No funds are obligated or committed by this subcontract. Individual delivery orders issued
hereunder shall bear associated accounting and appropriation data. Authorized delivery
orders shall be negotiated as firm-fixed-price agreements using the price component rates
established herein.
B.5
AVAILABILITY OF FUNDS (Optional)
Funds are not presently available for this subcontract. The Contractor’s obligation under
this subcontract is contingent upon the availability of funding at the beginning of each
fiscal year, which is defined as 1 October through 30 September. No legal liability of the
Contractor for any payment may arise until funds are made available to the Contractor for
this subcontract and Notice of Availability is provided to the Subcontractor by way of
B-1
subcontract or amendment to the subcontract. Work performed prior to this authorization
shall be at the Subcontractor’s risk.
B.6
ECONOMIC PRICE ADJUSTMENT – STANDARD SUPPLIES (Optional)
a.
The Subcontractor warrants that the unit prices stated in Table B-1 are not in excess
of the Subcontractor's applicable established price in effect on the Subcontract date
for like quantities of the same item. The term "unit price" excludes any part of the
price directly resulting from requirements for preservation, packaging, or packing
beyond standard commercial practice. The term "established price" means a price
that (1) is an established catalog or market price for a commercial item sold in
substantial quantities to the general public, (2) meets the criteria of subsection
15.804-1 of the Federal Acquisition Regulation (FAR), and (3) is the net price after
applying any standard trade discounts offered by the Subcontractor.
b.
The Subcontractor shall promptly notify the Contractor of the amount and effective
date of each decrease in any applicable established price. Each corresponding
Subcontract unit price shall be decreased by the same percentage that the
established price is decreased. The decrease shall apply to those items delivered on
and after the effective date of the decrease in the Subcontractor's established price,
and this Subcontract shall be modified accordingly.
c.
If the Subcontractor's applicable established price is increased after the Subcontract
date, the corresponding Subcontract unit price shall be increased, upon the
Subcontractor's written request to the Contractor, by the same percentage that the
established price is increased, and the Subcontract shall be modified accordingly,
subject to the following limitations:
d.
(1)
The increased Subcontract unit price shall be effective (i) on the effective date
of the increase in the applicable established price if the Contractor receives the
Subcontractor's written request within 10 days thereafter or (ii) if the written
request is received later, on the date the Contractor receives the request.
(2)
The increased Subcontract unit price shall not apply to quantities scheduled
under the Subcontract for delivery before the effective date of the increased
Subcontract unit price, unless failure to deliver before that date results from
causes beyond the control and without the fault or negligence of the
Subcontractor, within the meaning of the Default clause.
(3)
No modification increasing a Subcontract unit price shall be executed under this
paragraph (c) until the Contractor verifies the increase in the applicable
established price.
(4)
Within 30 days after receipt of the Subcontractor's written request, the
Contractor may cancel, without liability to either party, any undelivered portion of
the Subcontract items affected by the requested increase.
During the time allowed for the cancellation provided for in subparagraph (c)(5)
above, and thereafter if there is no cancellation, the Subcontractor shall continue
deliveries according to the Subcontract delivery schedule, and the Government shall
pay for such deliveries at the Subcontract unit price, increased to the extent provided
by paragraph (c) above.
B-2
B.7
EQUIPMENT ADDITIONS/DELETIONS (Optional)
The Contractor’s maintenance requirements may change during the life of this
Subcontract. Accordingly, the Contractor reserves the right to modify the quantity and
types of equipment that is maintained under this Subcontract subject to the limitations
described herein.
a.
Equipment Additions
The Contractor shall have the option, by giving notice to the Subcontractor, to add
similar or like equipment to the Subcontract. The maintenance price for added
equipment, which is the same as that listed in Table B-1, shall be at the then current
Subcontract rate for that equipment. Maintenance prices for equipment not listed in
Table B-1 shall be mutually agreed-upon by the Subcontractor and the Contractor.
The effective date for commencement of maintenance for added equipment shall be
mutually agreed-upon by the Subcontractor and the Contractor, but shall in no event
exceed thirty (30) days after notification to the Subcontractor by the Contractor of the
required addition. In the event maintenance prices cannot be agreed-upon, the
Contractor reserves the right to award maintenance for the equipment to another
maintenance provider.
b.
Equipment Deletions
The Contractor shall have the option, by giving thirty (30) days advance written notice
to the Subcontractor, to delete equipment at no cost, and the corresponding
maintenance charges, from the Subcontract.
c.
Conditions of Equipment Added to the Subcontract
Equipment added to this Subcontract by the Contractor shall be subject to an
inspection by the Subcontractor without charge. If the equipment is found not to be in
good operating condition, the Contractor may require the Subcontractor to submit a
proposal detailing the costs for labor and parts required to place the equipment in
good operating condition. If requested by the Contractor, the Subcontractor will
perform repairs necessary to place the equipment in good operating condition in
accordance with the proposal. The Contractor also reserves the right to have the
equipment returned to good operating condition by other Subcontractors and the
Subcontractor, after completing an inspection of the equipment, agrees to accept the
added equipment under the current Subcontract if the equipment is in good operating
condition.
d.
Limitations on Equipment Additions/Deletions
In the event equipment additions/deletions are required under this Subcontract, the
then current unit prices specified in Table B-1 shall remain valid provided that the
total amount of the Subcontract after the adjustment for the additions/deletions does
not vary more than fifty percent (50%) above or below the original total Subcontract
amount. If the Contractor’s required additions/deletions do not result in variations
from the original Subcontract amount of more than 50%, that fact shall not constitute
the basis for an equitable price adjustment.
B.8
REQUIREMENTS (Optional)
a. This is a firm-fixed-price, requirements Subcontract for the services specified, and
effective for the period specified, in the Schedule. The estimated total value of
requirements under this subcontract is $___________ per program year. However,
B-3
this amount is an estimate only and no supplies and/or services are guaranteed,
purchased or funded by this subcontract. Except as this subcontract may otherwise
provide, if the Contractor’s requirements do not result in orders in the estimated amount
for each program year, that fact shall not constitute the basis for an equitable price
adjustment.
b. Delivery or performance shall be made only as authorized by delivery orders issued in
accordance with the Ordering clause. Subject to any limitations described herein, the
Subcontractor shall furnish to the Contractor all supplies or services specified in this
Subcontract and called for by delivery orders issued in accordance with the Ordering
clause. The Contractor may issue delivery orders requiring delivery to multiple
destinations or performance at multiple locations.
c. Except as this subcontract otherwise provides, the Contractor shall order from the
Subcontractor all the supplies or services specified in this Subcontract that are required
to be purchased by the Contractor. However, the Contractor reserves the right to solicit
proposals and make awards to other subcontractors on selected projects if the bid
submitted by the Subcontractor and subsequent good faith negotiations between the
Contractor and Subcontractor fail to establish a reasonable price for the work
requirement.
d. The Contractor is not required to purchase from the Subcontractor requirements in
excess of any limit on total orders under this subcontract.
e. If the Contractor urgently requires delivery of any quantity of an item or services before
the earliest date that delivery may be specified under this subcontract, and if the
Subcontractor will not accept an order providing for the accelerated delivery, the
Contractor may acquire the urgently required goods or services from another source.
f. Any order issued during the effective period of this subcontract and not completed
within that time period shall be completed by the Subcontractor within the time
specified in the order. The Subcontract shall govern the Subcontractor’s and
Contractor’s rights and obligations with respect to that order to the same extent as if the
order were completed during the subcontract’s effective period.
B.9
ORDERING (Optional)
Any supplies and services to be furnished under this subcontract shall be ordered by
issuance of delivery orders by the Contractor’s Subcontract Administrator. Such orders
may be issued from the effective date of this subcontract through ________________.
All delivery orders are subject to the terms and conditions of this subcontract. In the event
of a conflict between a delivery order and the subcontract, the subcontract shall govern.
If mailed, a delivery order is considered “issued” when the Contractor deposits the order in
the mail. Orders may be issued orally or by written telecommunications.
B.10 DELIVERY-ORDERS FOR ON-CALL AGREEMENTS (Optional)
a.
Instructions
1. The Subcontractor shall be available to pick-up individual request for proposal
packages, review of work requirements and perform job site walkthroughs within
24 hours after notification by the Subcontract Administrator of a work
requirement.
B-4
2. The Subcontractor shall submit a firm-fixed-price proposal to the Subcontract
Administrator and be prepared to enter into negotiations within 48 hours after
receipt of the request for proposal and job site walkthrough. The Subcontractor
shall submit all delivery order proposals on the form entitled “Delivery Order Bid
Schedule” (located in Section J) utilizing the cost/price component rates
established in the subcontract.
3. Following negotiations and upon agreement to delivery order terms and pricing,
the Contractor will issue a firm-fixed-price delivery order authorizing the
accomplishment of the work or services specified.
b.
Limitations
1. Minimum order. No minimum order amount applies to this subcontract.
2. Maximum order. The Contractor is not obligated to honor ---(a) Any single order with a value of $__________ or more;
(b) A series of orders within any program year that together call for a total value
of $_________ or more.
c.
Contents
The Contractor shall issue delivery orders in writing or orally with written confirmation.
In addition to applicable technical drawings and specifications, the following specific
data will be furnished in the delivery order:
1. Subcontract Number and Delivery Order Number
2. Project name or work identification
3. Material, equipment, tools, and supplies to be furnished by the Contractor (if
applicable)
4. Special quality and safety requirements (if applicable)
5. Scheduled performance start and completion dates
6. Special instructions such as overtime, special shifts, unusual conditions, and
schedule (if required)
B.11 TYPE OF SUBCONTRACT
The Subcontract awarded hereunder is contemplated to be a ______________________
type subcontract. The prices specified shall not be increased due to increased labor or
materials costs during the term of this Subcontract unless otherwise specified herein.
B-5
TABLE B-1
SUPPLIES/SERVICES AND PRICES
B-6
PART I - THE SCHEDULE
SECTION C
STATEMENT OF WORK/TECHNICAL SPECIFICATION
C.1
STATEMENT OF WORK/TECHNICAL
SPECIFICATION TERM DEFINITIONS
C.2
STATEMENT OF WORK
C.3
TECHNICAL SPECIFICATION
SECTION C
C.1
STATEMENT OF WORK/TECHNICAL SPECIFICATION
STATEMENT OF WORK/TECHNICAL SPECIFICATION TERM DEFINITIONS
When used in the attached Statement of Work, the term “Government” shall include the
words “and the Contractor” unless the term “Government” clearly means the United States
of America or Air Force. The term “Contracting Officer” shall mean “Contractor’s
Subcontract Administrator.” The term “Contract” shall mean “Subcontract.” The term
“Contractor” shall mean “Subcontractor.” The term “Subcontractor” shall mean “Lower-tier
Subcontractor.” The term “Government Representative” shall mean “Job Monitor.”
C.2
STATEMENT OF WORK
C.3
TECHNICAL SPECIFICATION
C-1
PART I - THE SCHEDULE
SECTION D
PRESERVATION, PACKAGING AND PACKING/MARKING AND SHIPPING
INFORMATION
D.1
PRESERVATION, PACKAGING AND PACKING
D.2
MARKING AND SHIPPING INFORMATION
SECTION D
D.1
PRESERVATION, PACKAGING AND PACKING/MARKING AND SHIPPING
INFORMATION
PRESERVATION, PACKAGING AND PACKING
Unless otherwise specified herein, supplies shall be preserved, packaged and packed in
accordance with best standard commercial practices for domestic shipment, which shall be
adequate to ensure against damage/deterioration during transit and storage pending
usage.
D.2
MARKING AND SHIPPING INFORMATION
The Subcontractor shall be responsible for shipment and delivery in a safe, intact and
functioning condition of the required supplies.
a.
Shipping Address:
F.O.B. Point:
b.
Mark each crate, container or package as follows:
Subcontract No.:
Delivery Order No.:
Item No. (Per Subcontract Section B)
Quantity (As applicable)
Supplied by:
The Subcontractor shall be responsible for marking each crate, container and
package with appropriate CAUTIONARY NOTICES to warn of improper handling in
loading, unloading, shipment and storage.
c.
Packing Lists:
The Subcontractor shall provide with each crate, container and package, appropriate
packing lists for identification of contents.
D-1
PART I - THE SCHEDULE
SECTION E
INSPECTION AND ACCEPTANCE/QUALITY ASSURANCE
E.1
POINT OF INSPECTION AND ACCEPTANCE
E.2
CONTRACTOR INSPECTIONS
E.3
CLAUSES INCORPORATED BY REFERENCE
SECTION E
E.1
INSPECTION AND ACCEPTANCE/QUALITY ASSURANCE
POINT OF INSPECTION AND ACCEPTANCE
_______________________ is designated as the point of final inspection and acceptance
for work performed under this Subcontract.
E.2
CONTRACTOR INSPECTIONS
Any inspection of the Subcontractor’s work shall be governed by the subcontract clauses
incorporated by reference under Paragraph E.3 below and the terms and conditions of this
subcontract and shall not involve direction or supervision of the Subcontractor’s
employees. Only the Contractor’s Subcontract Administrator shall direct compliance or
correction of conditions noted by inspections.
E.3
CLAUSES INCORPORATED BY REFERENCE
a.
This Subcontract incorporates one or more clauses by reference, with the same
force and effect as if they were given in full text. Upon request the Contractor’s
Subcontract Administrator will make their full text available.
FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
52.246-2
52.246-4
52.246-5
52.246-6
52.246-12
b.
Inspection of Supplies--Fixed-Price (Aug 1996) (Optional)
Inspection of Services--Fixed-Price (Aug 1996) (Optional)
Inspection of Services--Cost Reimbursement (Apr 1984) (Optional)
Inspection--Time and Material and Labor Hour (May 2001) (Optional)
Inspection of Construction (Aug 1996) (Optional)
References in the clauses to the term “Government” shall include the words “ATA”
or “Contractor” unless the term “Government” clearly means the United States of
America or Air Force; the term “Contracting Officer” shall mean “Contractor’s
Subcontract Administrator”; the term “Contractor” shall mean “Subcontractor,”
“Seller,” or “Vendor;” and the term “Contract” shall mean “Subcontract,” the term
“Subcontractor” shall mean “lower-tier Subcontractor.”
E-1
PART I - THE SCHEDULE
SECTION F
DELIVERY/PERFORMANCE
F.1
PERIOD OF PERFORMANCE
F.2
OPTION PERIOD (Optional)
F.3
EXTENSION AFTER PERFORMANCE (Optional)
F.4
F.O.B. POINT
F.5.
METHOD OF SHIPMENT (Optional)
SECTION F
F.1
F.2
DELIVERY/PERFORMANCE
PERIOD OF PERFORMANCE
a.
This Subcontract shall be in effect upon verbal or written notification of award.
b.
All work under this Subcontract shall be performed during the period after
notification of award through _________________.
Any extension of this
performance period requires the Contractor’s written approval.
c.
In the event Contractor advises the Subcontractor to proceed with the work scope
hereof prior to Subcontract execution, costs incurred by the Subcontractor, which
are necessary to comply with the urgency for the deliverables specified, are allowed
to the extent that such costs would have been allowable if incurred after subcontract
execution by the parties.
OPTION PERIOD (Optional)
a. The Contractor may unilaterally extend the term of this Subcontract by written notice
to the Subcontractor. The Contractor shall provide this written notice of its intent to
extend the Subcontract at least thirty (30) days prior to expiration of this Subcontract.
b. The Contractor may unilaterally extend the term of the Subcontract as follows:
Option Period 1: Option Period 1 shall begin ________________ and continue
through __________________.
Option Period 2: Option Period 2 shall begin ________________ and continue
through __________________.
F.3
EXTENSION AFTER PERFORMANCE
Notwithstanding any other clause of this Subcontract, including option clauses, provided
under this Subcontract, the Contractor may extend the then current Subcontract
performance period for not less than one month nor more than six months under the same
terms and conditions as applicable to the then current performance period. A written
notice of an extension under this clause shall be furnished to the Subcontractor not less
than 15 days prior to the expiration of the existing Subcontract.
F.4
F.O.B. POINT
F.O.B. Point shall be Destination unless otherwise specified.
F.5
METHOD OF SHIPMENT (Optional)
The supplies shipped herein shall be transported by _____________________. Failure by
the Subcontractor to ship by this method of transportation may result in the Subcontractor
being liable for any excess shipping costs.
F-1
PART I - THE SCHEDULE
SECTION G
SUBCONTRACT ADMINISTRATION DATA
G.1
SUBMISSION OF INVOICES
G.2
PAYMENT
G.3
PAYMENT TERMS
G.4
TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES
G.5
SUBCONTRACTOR’S SUBCONTRACTING PLAN (Optional)
G.6
PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA
(Optional)
G.7
PROGRESS REPORTS (Optional)
SECTION G
G.1
SUBCONTRACT ADMINISTRATION DATA
SUBMISSION OF INVOICES
a.
Subcontractor’s invoices shall be submitted in triplicate addressed as follows:
ATA
1476 N. Hap Arnold Drive
Arnold Air Force Base, TN 37389-8000
Attention: _____________________
Reference: Subcontract No. ______________
b.
G.2
G.3
Subcontractor’s invoices shall contain the following information, as applicable: date
of invoice, subcontract number, period of performance, description of supplies and
services, unit prices, extended totals and payment terms.
PAYMENT
a.
The Contractor shall pay the Subcontractor, upon the submission of proper invoices
or vouchers, the prices stipulated in this subcontract for services rendered and
accepted, less any deductions provided in this subcontract. Unless otherwise
specified in this subcontract, payment shall also be made on partial deliveries
accepted by the Contractor.
b.
The Subcontractor shall be entitled to partial payments for services delivered and
accepted by Contractor in accordance with the prices specified herein.
PAYMENT TERMS
Any Subcontractor invoice discount period, or net payment period, shall begin when both
the invoice and the supplies/services (conforming to technical requirements), have been
received and accepted by the Contractor. Invoices shall be due and payable within thirty
(30) days, and any discounts allowed are contingent upon payment within the allowable
discount period. Payment terms are _______ days after receipt of an acceptable invoice.
G.4
TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES
a.
The following technical and administrative representatives of the Contractor and
Subcontractor are hereby designated for this Subcontract:
Subcontractor’s Representatives are:
___________________________ -
Technical Representative
___________________________ -
Subcontract Representative
Contractor’s Representatives are:
b.
_______________
(931) 454-_____ -
Technical Representative
_______________
(931) 454-_____ -
Subcontract Administrator
The Contractor’s Technical Representative is responsible for day-to-day
clarifications and guidance as may be required within the scope of the technical
work requirements. All written communications, however, shall be transmitted
G-1
through the Subcontract Administrator and the Subcontractor’s designated
Subcontract Representative.
G.5
c.
Contact with the Contractor regarding prices, terms, quantities, deliveries and
financial adjustments shall be made only between the Subcontract Administrator
and the Subcontractor’s Representative. Actions taken by the Subcontractor, which
by their nature effect a change to this Subcontract, shall only be binding upon the
Contractor when such action is specifically authorized in writing by the Subcontract
Administrator. All written communications between Subcontractor and Contractor
shall be addressed and directed to the Subcontract Administrator/Subcontractor’s
Representative.
d.
All commitments hereunder (subsequent to execution of this Subcontract), shall be
made through the respective parties’ Subcontracts representatives. No verbal or
written request, notice, authorization, direction or order received by the
Subcontractor shall be binding upon the Contractor, or serve as the basis for a
change in the Subcontract cost, fee or any other provision of this Subcontract,
unless issued (or confirmed) in writing by the Subcontract Administrator.
e.
The Subcontractor shall immediately notify the Contractor’s Subcontract
Administrator whenever a verbal or written change notification has been received
from other than the Subcontract Administrator, which would affect any of the terms,
conditions, cost, schedules, etc. of this Subcontract, and the Subcontractor is to
perform no work nor make any changes in response to any such notification or
make any claim on the Contractor unless the Subcontract Administrator directs the
Subcontractor, in writing, to implement such change notification.
SUBCONTRACTOR’S SUBCONTRACTING PLAN (Optional)
In the event the Subcontract for supplies/services to be furnished hereunder is in excess
of $500,000 ($1,000,000 for construction), the apparent successful Offeror (if other than a
small business), shall, upon the request of the Contractor, submit and negotiate a
Subcontracting Plan for Small Business and Small Disadvantaged Business Concerns,
which separately addresses subcontracting with small business concerns and small
disadvantaged business concerns. The Subcontracting Plan, as negotiated, shall be
included in and made a material part of this Subcontract.
G.6
PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (Optional)
If the Contractor determines that any price, including profit or fee, negotiated in connection
with this Subcontract, or any cost reimbursable under this Subcontract was increased by
any significant sum because the Subcontractor furnished incomplete or inaccurate cost or
pricing data, or data not current as certified in the Subcontractor’s Certificate of Current
Cost or Pricing Data, then such price or cost shall be reduced accordingly and the
Subcontract shall be modified in writing to reflect such reductions.
G.7
PROGRESS REPORTS (Optional)
Upon Subcontract award, the Subcontractor shall submit a monthly progress report, within
five (5) days following the report period, including the following, as applicable:
a.
A summary of the work performed during the reporting period.
b.
A summary of progress achieved in the completion of work in relation to the planned
schedule, advising any current problems, their causes, and any work scope that will
not be completed as scheduled.
G-2
c.
If applicable, provide an analysis of task/milestone progress indicating those tasks
that are progressing satisfactorily and those that are not.
d.
A brief discussion of any potential problems, their anticipated impact on task
performance, and recommended problem solutions including planned or corrective
action to be taken.
e.
A list of supplies/services and documentation completed/forwarded to the
Subcontract Administrator in response to Subcontract requirements.
f.
A statement of the work planned to be performed during the next reporting period.
g.
A description of any significant developments including appropriate background
information.
h.
Advise the labor hours expended during the reporting period against each Line
Item/Task and total labor hours expended against each Line Item/Task for level-ofeffort hours, if any.
G-3
PART I – THE SCHEDULE
SECTION H
SPECIAL PROVISIONS
H.1
APPLICABLE LAWS AND REGULATIONS
H.2
COMPLIANCE WITH STATUTES AND REGULATIONS
H.3
PRIORITIES AND ALLOCATIONS
H.4
DISPUTES
H.5
LITIGATION AND CLAIMS
H.6
FAILURE TO COMPLY
H.7
ORGANIZATIONAL CONFLICT OF INTEREST
H.8
TOBACCO REDUCTION POLICY
H.9
PRE-AWARD, ON-SITE EQUAL OPPORTUNITY COMPLIANCE
REVIEW (Optional)
H.10 CONTRACTUAL DIRECTION
H.11 INCORPORATION BY REFERENCE
H.12 ENTIRE AGREEMENT
H.13 INTERPRETATION OF SUBCONTRACT
H.14 REMEDIES AND NON-WAIVER
H.15 EFFECT OF INVALIDITY OF ANY PROVISION(S)
H.16 QUESTION OF FACT RELATED TO THE PRIME CONTRACT
H.17 ASSIGNMENT
H.18 PROPRIETARY INFORMATION
H.19 CONTRACTOR’S PROPERTY
H.20 NON-SOLICITATION OF PERSONNEL
H.21 ARTICLES, MATERIALS, AND EQUIPMENT
H.22 OPERATIONS AND STORAGE AREAS
H.23 REMOVAL AND/OR EXCHANGE OF GOVERNMENT PROPERTY
(Optional)
H.24 APPLICABLE WAGE RATES – SERVICE CONTRACT ACT (Optional)
H.25 APPLICABLE WAGE RATES – DAVIS-BACON ACT (Optional)
H.26 CONTROLLED UNCLASSIFIED INFORMATION
H.27 COMMUNICATIONS WITH GOVERNMENT PERSONNEL
H.28 EXCHANGE OF INFORMATION
H.29 WARRANTY (SUPPLIES) (Optional)
H.30 WARRANTY (SERVICES) (Optional)
H.31 WARRANTY (CONSTRUCTION) (Optional)
H.32 SUBCONTRACT DRAWINGS – INTENT OF THE DESIGN
PACKAGE
H.33 REVISED SPECIFICATIONS
H.34 TAXES
H.35 SET-OFF
H.36 INSOLVENCY
H.37 SECURITY PROVISIONS (Optional)
H.38 SECURITY REQUIREMENTS (Optional)
H.39 SECURITY RULES AND REGULATIONS
H.40 GENERAL SECURITY REQUIREMENTS
H.41 EMPLOYEE LISTING AND BADGES
H.42 CITIZENSHIP
H.43 VEHICLE USE
H.44 TRAFFIC LAWS
H.45 PRIVATE CAMERAS
H.46 CELLULAR PHONE
H.47 VISITORS
H.48 LABOR PROTESTS
H.49 ROOFTOP ACCESS
H.50 FIREARMS
H.51 SECURITY OF PRIVATE PROPERTY & VEHICLES INSPECTIONS
H.52 SPONSORING VISITORS
H.53 REPORTING REQUIREMENTS
H.54 ESCORT
REQUIREMENTS
FOR
FOREIGN
PERFORMING ON CONSTRUCTION PROJECTS
NATIONALS
H.55 OPERATIONS SECURITY (OPSEC) REQUIREMENTS
H.56 PHYSICAL SECURITY
H.57 AUTOMATED INFORMATION SYSTEM REQUIREMENTS
H.58 SECURITY REVIEWS/EXERCISES
H.59 REFERENCES
H.60 SUBCONTRACTOR ON-SITE MANAGEMENT (Optional)
H.61 LOWER-TIER SUBCONTRACTORS
H.62 PRE-PERFORMANCE CONFERENCE
H.63 WORKMANSHIP
H.64 FACILITY SURVEY
H.65 SITE INVESTIGATION
H.66 PROTECTION OF EXISTING STRUCTURES, UTILITIES AND WORK
H.67 COOPERATION WITH OTHERS
H.68 CLEAN UP
H.69 INSURANCE
H.70 RISK AND INDEMNITIES
H.71 PAYMENT BOND (Optional)
H.72 PERFORMANCE BOND (Optional)
H.73 WORK CLEARANCES
H.74 PERSONAL PROTECTIVE EQUIPMENT
H.75 PROTECTION OF MATERIALS AND WORK IN PROGRESS
H.76 SUBCONTRACT PROGRESS SCHEDULE
H.77 LIQUIDATED DAMAGES (Optional)
H.78 CONTRACTOR-FURNISHED UTILITIES
H.79 ASBESTOS CERTIFICATION
H.80 CHANGES
H.81 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL
SAFETY DATA SHEET (Optional)
H.82 RECOMMENDED SPARE PARTS LIST (Optional)
H.83 DISTRIBUTION “C” CONTROLLED TECHNOLOGY (Optional)
H.84 INCORPORATION OF SUBCONTRACTING PLAN (Optional)
H.85 TERMINATION
H.86 MATERIAL SUBMITTALS (Optional)
H.87 TOOL CONTROL (Optional)
H.88 RECOVERED MATERIALS AND BIOBASED PRODUCTS (Optional)
SECTION H
H.1
SPECIAL PROVISIONS
APPLICABLE LAWS AND REGULATIONS
This Subcontract is awarded pursuant to a Department of Defense prime contract. Its
terms and conditions have been drawn in accord with the Contractor’s rights and
obligations under such prime contract or have been incorporated from the procurement
regulations governing DoD procurement. Accordingly, Federal law shall govern the
construction and interpretation of this Subcontract. In the event that no Federal law
exists with respect to questions involving the interpretation and effect to be given to
specific terms and conditions of this Subcontract, this Subcontract will be governed by
the laws of the State of Tennessee regardless of its place of negotiation, execution and
performance.
H.2
COMPLIANCE WITH STATUTES AND REGULATIONS
The goods and services supplied under this Subcontract shall comply with all applicable
laws, standards and regulations whether Federal, State, Local or Industrial in effect on
the date of this Subcontract.
H.3
PRIORITIES AND ALLOCATIONS
Defense Department Priority Rating DO-C9, certified for National Defense use, shall
apply to this Subcontract under USAF Prime Contract No. F40600-03-C-0001 or any
succeeding contract for the same or similar services. The Subcontractor is required to
follow all the provisions of the Defense Priorities and Allocations Systems Regulations
(15 CFR 700).
H.4
DISPUTES
a.
The Contractor and Subcontractor agree that the appropriate forum for
resolution of any dispute or claim pertaining to this Subcontract shall be a court
of competent jurisdiction as follows:
(1)
(2)
Subject to paragraph a. (2) of this clause, any such litigation shall be
brought and prosecuted exclusively in Federal District Court; with venue in
the United States District Court for the Eastern District of Tennessee, in
Winchester, Tennessee.
Provided, however, that the event that the requirements for jurisdiction in
any Federal District Court are not present, such litigation shall be brought
in a court of competent jurisdiction in the County of Coffee and State of
Tennessee.
b.
Substantive issues of law shall be determined in accordance with Paragraph
H.1, APPLICABLE LAWS AND REGULATIONS, herein.
c.
There shall be no interruption in the prosecution of the work, and the
Subcontractor shall proceed diligently with the performance of this Subcontract
pending final resolution of any dispute, claim, or litigation arising under or related
to this Subcontract between the parties hereto or between the Subcontractor
and Sub-tier Subcontractors of suppliers.
d.
The Contract Disputes Act of 1978 (41 U.S.C. § § 601-613) shall not apply to this
Subcontract; provided, however, that nothing in this clause shall prohibit Contractor,
in its sole discretion, from sponsoring a claim of the Subcontractor for resolution
under the provisions of its prime contract with the U.S. Air Force. In the event that
H-1
Contractor so sponsors a claim at the request of the Subcontractor, the
Subcontractor shall be bound by the decision of the cognizant Air Force Contracting
Officer to the same extent and in the same manner as the Contractor. Similarly, in
the case of such sponsorship, the Subcontractor agrees to bear its own litigation
costs (including, but not limited to attorney fees, disbursements and costs) and be
bound by any decision of a competent forum to the same extent as Contractor.
H.5
LITIGATION AND CLAIMS
The Subcontractor shall give the Contractor immediate notice in writing regarding the
following:
1.
Any action, including any proceedings before a federal, state or local governmental
or civilian agency, filed against the Subcontractor arising out of the performance of
this Subcontract; and,
2.
Any claim by a third party against the Subcontractor, the cost and expense of which
is, or may be allowable under this Subcontract.
In the event of the occurrence of either of the above, the Subcontractor shall immediately
furnish to the Contractor copies of all pertinent papers and documents received by the
Subcontractor with respect to such action or claim.
H.6
FAILURE TO COMPLY
a.
If the Subcontractor fails to make delivery in accordance with the agreed-upon
delivery schedule, subject to FAR clause 52.249-14, or fails to comply with any
other provisions, terms, or conditions applicable to this Subcontract, the
Contractor’s Subcontract Administrator may agree to a revised delivery schedule or
other Subcontract changes subject to equitable compensation therefor, or may
terminate this Subcontract, or the undelivered portion thereof, in accordance with
Default provisions hereunder.
b.
The rights and remedies of the Contractor provided in this clause shall not be
exclusive and are in addition to any other rights and remedies provided to the
Contractor by law under the terms of this Subcontract.
c.
None of the following shall be regarded as an extension, waiver, or abandonment of
the delivery schedule or a waiver of the Contractor’s right to terminate this
Subcontract as provided above:
d.
(1)
Delay by the Contractor in terminating this Subcontract.
(2)
Acceptance of delinquent delivery.
(3)
Acceptance or approval of samples.
Any assistance rendered to the Subcontractor under this Subcontract,
acceptance by Contractor of delinquent supplies or services, will be solely for
purpose of mitigating damages and is not to be construed as an intention on
part of the Contractor to condone delinquency or as a waiver of any rights
Contractor may have.
H-2
or
the
the
the
H.7
ORGANIZATIONAL CONFLICT OF INTEREST
a.
b.
The purpose of this clause is to ensure that:
(1)
In providing services to the Contractor and its customers under this
subcontract, the Subcontractor’s objectivity and judgment are not biased
because of its present and/or future, financial, contractual, organizational, or
other interest;
(2)
The Subcontractor does not obtain an unfair competitive advantage by virtue
of its access to non-public Government information regarding the
Contractor’s and Government’s program plans and resources;
(3)
The Subcontractor does not obtain any unfair competitive advantage by
virtue of its access to proprietary or competition sensitive information
belonging to others; and
(4)
The Subcontractor ensures no bias or unfair competitive advantage exists
while aggressively addressing any perception issue that may arise.
Definitions
(1)
The term “organizational conflicts of interest” means that a relationship or
situation exists where an offeror or a Subcontractor (including chief
executives and directors, to the extent that they will or do become involved in
the performance of the subcontract, and proposed consultants or lower-tier
subcontractors where they may be performing services similar to the services
provided by the prime) has past, present, or currently planned interests that
either directly or indirectly (through a client contractual, financial,
organizational, or other relationship) may relate to the work to be performed
under a Department contract which (i) may diminish its capacity to give
impartial, technically sound, objective assistance and advice, or (ii) may
result in it having an unfair competitive advantage. It does not include the
normal flow of benefits from the performance of the subcontract.
(2)
For the purposes of this special subcontract requirement, the term “affiliates”
means business concerns which are affiliates of each other when either
directly or indirectly one concern or individual has a significant business
relationship of any type with another business entity or company.
(3)
The term “Subcontractor” as used in this clause shall include (i) the corporate
or other entity executing this subcontract with the Contractor as well as such
entity’s parent, subsidiary, other affiliated, and successor entities and (ii) said
Subcontractor’s lower-tier subcontractors who, (a) operate AEDC test or
evaluation facilities or (b) handle, receive, reduce, interpret, or transmit data
obtained, utilized, or produced in conjunction with testing or evaluation.
(4)
For the purposes of this special subcontract requirement, “Proprietary
Information” shall mean information that a company desires to protect
against unrestricted disclosure and unauthorized use, and shall include (i)
that written or recorded information which a company designates as
proprietary by appropriate stamp or legend at the time of first disclosure, and
(ii) that information which is orally or visually disclosed to the Subcontractor
and which is identified as proprietary at the time of disclosure, is promptly
H-3
reduced to or identified in writing and marked as proprietary, and forwarded
to the Subcontractor.
(a)
(b)
Proprietary information shall not include information which (i) was
known to the Subcontractor prior to its receipt from a company or the
Contractor; or (ii) was independently developed by the Subcontractor
without access to a company’s proprietary data; or (iii) is or becomes
public knowledge without the fault of the Subcontractor; or (iv) has
been lawfully obtained by the Subcontractor without restrictions on
disclosure from a source other than a company or the
Contractor/Government; or (v) is or becomes available to a third
party from a company on an unrestricted basis.
Other limitations set forth in this subcontract may apply to the use of
information and data. The burden of proof as to the applicability of
any of the above exceptions shall rest on the Subcontractor.
c.
To avoid, neutralize, or mitigate the potential conflict of interest, the Subcontractor
shall not, during performance of the subcontract, engage (as a prime contractor,
subcontractor, supplier, or consultant) in any design, development or production of
aerospace or other systems or major subsystems of a type normally developed,
tested or evaluated in AEDC facilities without an approved OCI Mitigation Plan.
The Air Force Contracting Officer may grant waivers through the Contractor if a
potential/perceived conflict clearly does not compromise the Government’s
fundamental intent to safeguard against (i) conflicting roles which might bias the
Subcontractor’s judgment/objectivity; (ii) providing the Subcontractor an unfair
competitive advantage in Government acquisitions; and/or (iii) constraining the
transfer of critical proprietary information required to effectively execute the test
mission at AEDC. Requests for waiver under this clause shall be directed in writing
to the Contractor and shall include a full description of the requested waiver and
the reasons in support thereof. If it is determined to be appropriate and in the best
interests of the Government, the Contracting Officer shall grant such waiver in
writing and such waiver will be provided to the Subcontractor by the Contractor.
d.
When the Subcontractor has access to proprietary information of other companies,
the Subcontractor must agree with each company to protect this information from
unauthorized disclosure. The Subcontractor shall enter into written agreements for
the protection of the proprietary information of others and provide these
agreements to the Contractor for review and approval by the Contractor’s
Contracting Officer. The Subcontractor shall not be permitted to use the
information in supplying the system, or its components, procured either by formal
advertising or negotiation, as a direct result of that study, test or advice. In
addition, the Subcontractor is not permitted to use the proprietary data in
performing, for the Department of Defense, any competitively obtained contract for
any additional study or studies in the same or a closely related field.
e.
The Subcontractor must thoroughly inculcate in its employees, through formal
training in company policies and procedures, an awareness of the philosophy of
FAR Subpart 9.5 to the end that they will be disciplined in the absolute necessity of
refraining from divulging proprietary data, trade secrets, confidential information or
restricted data from other companies received in connection with work under this
subcontract to any unauthorized person.
f.
The Subcontractor shall require its employees to sign written agreements
prohibiting proprietary information disclosure except in accordance with a
Contractor-approved plan. This written agreement shall in substance provide that
H-4
such employee will not, during their employment by the Subcontractor or thereafter,
disclose to others or use for their own behalf, trade secrets, confidential
information, or restricted data received in connection with the work under this
contract. The agreement will acknowledge the employee is trained regarding
handling proprietary information and discuss penalties for violations.
H.8
g.
If the Subcontractor discovers an actual potential organizational conflict of interest
not previously considered and adequately mitigated under this clause and the
Contractor-approved OCI Mitigation Plan, the Subcontractor shall make a prompt
and full disclosure in writing to the Contractor. This disclosure shall include a
description of the action the Subcontractor has taken or proposes to take, or
actions recommended to be taken by the Contractor/Government, in order to avoid,
neutralize or mitigate the conflict.
h.
The Subcontractor shall report any violation or suspected violation of this clause or
the Government-approved OCI Mitigation Plan, whether by its own personnel or
those of lower-tier subcontractors, to the Contractor. This report shall include a
description of the violation and the actions the Subcontractor has taken or
proposes to take to mitigate and avoid repetition of the violation.
The
Subcontractor shall routinely monitor its proposed business development and shall
discuss any real or perceived OCI issues with the Contractor and affected AEDC
customers to proactively resolve and/or mitigate those potential OCI issues. After
conducting such further inquires and discussions as may be necessary, the
Contractor and the Subcontractor shall agree an appropriate corrective action, if
any, or the Contractor shall direct such action, subject to the terms of this
subcontract.
i
OCI violations are a significant contract performance issue. Violations of the OCI
Mitigation Plan or this clause may have consequences ranging from award fee
decrements, contract termination, suspension and debarment, or other appropriate
remedies or administrative actions.
j.
The Subcontractor may propose changes to the approved OCI Mitigation Plan.
Such changes are subject to the mutual agreement of the parties and will become
effective only upon incorporation by contract modification or written approval of the
revised plan by the Contractor.
k.
The Subcontractor shall include paragraphs (a) through (j) of this clause in every
subcontract, purchase order, or other agreement. Exceptions must be approved in
writing by the Air Force Contracting Officer through the Contractor.
TOBACCO REDUCTION POLICY
The work performed under this Subcontract shall be executed on-site at AEDC. In an
effort to achieve a “Tobacco-Free” Air Force, and to provide a safe, healthy and
comfortable environment, a Tobacco Reduction Policy is in effect during performance of
this Subcontract. Subcontractor personnel shall only be permitted to smoke in
designated smoking areas. The Subcontractor shall ensure all Subcontractor personnel
adhere to this policy. Any questions related to this policy shall be referred to the Job
Monitor for guidance.
H.9
PRE-AWARD, ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW (Optional)
In accordance with regulations of the Office of Federal Contract Compliance, 41 CFR
60.1, effective 1 July 1968, an award in the amount of $10,000,000 or more will not be
made unless the Subcontractor and each of their known first-tier Subcontractors (to
H-5
whom they intend to award a Subcontract of $10,000,000 or more) are found, on the
basis of a compliance review, to be able to comply with the provisions of the Equal
Opportunity clause of the General Provisions hereof.
H.10
CONTRACTUAL DIRECTION
No order, statement or conduct of AEDC personnel, Contractor or Government, who in
any manner communicate with Subcontractor personnel during the performance of this
Subcontract, shall constitute a change under the ”Changes“ clause of this Subcontract.
Also, the Subcontractor shall not comply with any order, direction or request of
Contractor’s personnel unless it is issued in writing and signed by the Contractor’s
Subcontract Administrator. The Contractor shall not be liable for any costs incurred by
the Subcontractor resulting from requests or direction received from any other person or
persons other than the Contractor’s Subcontract Administrator.
H.11
INCORPORATION BY REFERENCE
All specifications, standards, drawings, exhibits and documents that are attached hereto
or referenced in this Subcontract are incorporated herein and applicable to the work to be
performed.
H.12
ENTIRE AGREEMENT
The provisions of this Subcontract are the result of negotiations between the parties and
are intended by the parties as a complete and exclusive statement of the terms of their
agreement. Such provisions, therefore, supersede any prior dealings or negotiations
between Contractor and the Subcontractor or any other representations of either party,
and the rights and remedies contained herein shall be governed without regard to any
such course of prior dealings, negotiations or representations.
H.13
H.14
INTERPRETATION OF SUBCONTRACT
a.
It shall be the obligation of the Subcontractor to exercise due diligence to discover
and to bring to the attention of the Contractor, at the earliest possible time, any
ambiguities, discrepancies, inconsistencies, or conflicts in or between any of the
technical or contractual provisions hereof.
b.
Any ambiguity, discrepancy, inconsistency or conflict in or between any of the
technical or contractual provisions hereof shall be resolved by applying the most
reasonable interpretation under the circumstances, giving full consideration to the
intentions of the parties at the time of contracting.
REMEDIES AND NON-WAIVER
a.
Failure of the Contractor to insist upon strict conformance of the provisions of this
Subcontract shall not constitute a waiver of any of the provisions hereof or a waiver
of any of the technical requirements, specifications or drawings, or a waiver of any
default provision.
b.
Except as may be otherwise expressly stated, the remedies provided herein shall
be non-exclusive and in addition to any other remedies in law or equity. A waiver of
a breach of any provision of this Subcontract shall not constitute a waiver of any
subsequent breach of such provision.
H-6
H.15
EFFECT OF ANY INVALIDITY OF ANY PROVISION(S)
The invalidity in whole or in part of any provision of this Subcontract shall not affect the
validity of any other provision(s) of this Subcontract.
H.16
QUESTION OF FACT RELATED TO THE PRIME CONTRACT
If a decision on a question of fact arising under the Prime Contract is made by the
Contracting Officer relating to this Subcontract, notwithstanding the omission of any
provisions or any provisions herein to the contrary, the decision, if binding on the
Contractor under the Prime Contract, shall bind Contractor and Subcontractor to the
extent that it relates to this Subcontract. If such decision results in an increase or
decrease in the Subcontract cost or otherwise affects any term or condition of the
Subcontract, the Subcontract shall be subject to an equitable adjustment under the
“Changes” clause.
H.17
ASSIGNMENT
a.
Neither this Subcontract nor any interest therein shall be transferred or assigned by
Subcontractor without the prior written consent of the Contractor, and any such
transfer or assignment, without the Contractor’s written consent, shall be void.
However, upon the written request of Subcontractor, and the furnishing by
Subcontractor to the Contractor of a duly executed written agreement to save and
hold harmless the Contractor from any claim, damage, loss or cost resulting from
the erroneous payments of money to an assignee who might ultimately prove not to
have been entitled thereto, the Contractor agrees to consent to the assignment of
sums due or to come due under this Subcontract.
b.
In addition, under such circumstances where the Contractor has consented in
writing to such assignment, the Subcontractor hereby agrees that the Contractor
has reserved to itself the first right to all monies assigned hereunder in every
instance wherein Subcontractor is indebted to the Contractor without regard to the
origin of such indebtedness. The agreement to save and hold the Contractor
harmless as required by subparagraph a. of this Article, shall also contain the
substance of this subparagraph b.
c.
Any notice of compliance with the foregoing and notice of intention to assign shall
be sent via registered mail to the Contractor, at the address stated in the
Subcontract, and shall contain evidence of compliance with the conditions
contained herein. The Contractor is hereby authorized to make all payments to the
Subcontractor until the Contractor receives proper notice that the account has been
assigned and that payment is to be made to the Subcontractor’s Assignee. Any
notice, which does not reasonably identify the rights assigned, shall be deemed
ineffective. If requested by the Contractor, the Subcontractor’s Assignee must
furnish reasonable proof that assignment has been made and, until he does so, the
Contractor may continue to make payments to the Subcontractor.
d.
Any assignment by Subcontractor of rights or accounts under this Subcontract shall
be sufficient grounds to entitle the Contractor to demand assurances of
performance by Subcontractor. Refusal by Subcontractor to comply within 30 days
with any reasonable demand for assurance pursuant to this paragraph (d) may be
treated by the Contractor as a repudiation of and default under this Subcontract.
The giving of any such assurance shall in no way operate to release or excuse
Subcontractor from any liability under this Subcontract.
H-7
H.18
PROPRIETARY INFORMATION
a. Subcontractor hereby agrees that all technical information marked as proprietary
contained in documents, drawings, publications, specifications, schedules and the
like received from the Contractor for the performance of this Subcontract is received
in confidence and is the proprietary property of the Contractor, and that such
information will not be transmitted, reproduced, used, or disclosed to any person or
organization by the Subcontractor (except as may be necessary for the performance
of work required to be done under this Subcontract with the Contractor) without the
express prior written approval of the Contractor.
b. Notwithstanding any language in a. above to the contrary, the Subcontractor may
produce articles called for herein as directed by the United States Government if and
to the extent that the Government has the right to use such designs, tools, patterns,
drawings, specifications, schedules, information, and the like, furnished or received
from the Contractor; provided, however, such use shall be on a no-cost
noninterference basis with the performance of this Subcontract.
H.19
CONTRACTOR’S PROPERTY
If any design, sketches, drawings, blueprints, patterns, dies, molds, tools, gauges,
equipment or special appliances should be made or procured by Subcontractor for
furnishing the supplies/services required hereunder and charged to this Subcontract,
then, unless otherwise provided by the Subcontract, immediately upon manufacture or
procurement they shall become the property of the Contractor and Government. Any
such items or materials, including engineering data or other technical information
furnished by or paid for by Contractor, shall become and shall be identified as property
belonging to the Contractor and Government; shall be held by Subcontractor on
consignment at Subcontractor’s risk; shall be used exclusively for furnishing the
supplies/services required by this Subcontract; shall be subject to disposition by
Contractor at any and all times; and, upon demand, shall be delivered to the Contractor.
H.20
NON-SOLICITATION OF PERSONNEL
The parties agree that during the term of this Subcontract neither party will solicit
personnel or consultants of the other party who are performing work under this
subcontract for the purpose of inducing them to join their employ.
H.21
ARTICLES, MATERIALS, AND EQUIPMENT
Articles, materials, and equipment to be incorporated into the work under this
specification shall be new and unused unless otherwise specified and shall conform to
the requirements of applicable specifications or standards.
H.22
OPERATIONS AND STORAGE AREAS
All operations of the Subcontractor (including storage of materials) upon Government
premises shall be confined to areas authorized or approved by the Contractor. No
unauthorized or unwarranted entry upon or passing through or storage or disposal of
materials shall be made upon the premises. Areas adjacent to the work will be made
available for use, by the Subcontractor, without cost whenever such use will not interfere
with other Contractor and Government uses or purposes.
H-8
H.23
REMOVAL AND/OR EXCHANGE OF GOVERNMENT PROPERTY (Optional)
It is contemplated that performance of this Subcontract may require the removal and
exchange of Government property.
The Subcontractor shall coordinate all removal of Government property from the
premises of AEDC through the Technical Representative/Job Monitor. Each removal of
Government property will be accompanied by the appropriate property removal
documents.
In the event Government property is exchanged or replaced by the Subcontractor, such
action must be coordinated through the Technical Representative/Job Monitor and
approved by the Contractor’s property office to establish and maintain adequate property
control records.
Failure by the Subcontractor to report removal and/or exchange of Government property
may result in the Subcontractor being liable for the loss and replacement of such
Government property.
H.24
APPLICABLE WAGE RATES - SERVICE CONTRACT ACT (Optional)
The Service Contract Act Wage Determination Notice No. 2005-2492 (Rev. 6), shall be
applicable to all work performed under this Subcontract, unless specifically exempted by
the provisions of the Act.
H.25
APPLICABLE WAGE RATES - DAVIS-BACON ACT (Optional)
The Davis-Bacon Act applies to this project and all employees must be paid, as a
minimum, the wage rates specified in the Act. The wage rates must be posted at the job
site throughout the duration of the project. In addition, certified payrolls must be
submitted denoting the person(s) employed on this project and the wages paid.
H.26
CONTROLLED UNCLASSIFIED INFORMATION
All Controlled Unclassified Information (CUI) developed, used, handled, discussed, or
accessed during this Subcontract must be protected adequately. Examples of CUI are:
For Official Use Only (FOUO), Export Controlled, Distribution Limited Controlled
Technology, Privacy Act, Proprietary, Company Restricted, and OPSEC Critical
Information. Examples of acceptable adequate protection include: storing in a locked
office, desk, or filing cabinet; destroying by cross-cut shredding or burning; proper
retrieval then storage or destruction of all waste, overruns and originals from copiers and
printers; transmitting over secure telephone, and encrypting when emailing over the
Internet. Need-to-know must be verified prior to granting access to the information.
Public release of information at AEDC must be approved by AEDC Public Affairs prior to
release. Do not discuss CUI or details of any AEDC operation with any person not
employed at AEDC unless permission is given by an ATA procurement official or their
representative. Subcontractor organizations requiring access to distribution limited
unclassified technical data disclosing militarily critical technology with military or space
application must be certified with the Defense Logistics Information Service (DLIS) Joint
Certification Program (JCP). Foreign Nationals shall not have access to export controlled
information. All export control laws must be followed.
H-9
H.27
COMMUNICATIONS WITH GOVERNMENT PERSONNEL
No order, statement or conduct of Government personnel who in any manner
communicates with Subcontractor personnel during the performance of this Subcontract
shall constitute a change under the “Changes” clause of this Subcontract. Also, the
Subcontractor shall not comply with any order, direction or request of Contractor’s
personnel unless it is issued in writing and signed by the Contractor’s Subcontract
Administrator.
H.28
EXCHANGE OF INFORMATION
Although the Contractor’s technical personnel may, from time to time render assistance
or give technical advice to the Subcontractor or effect an exchange of information with
the Subcontractor’s personnel in a liaison effort concerning the supplies/services to be
furnished hereunder, such an exchange of information or advice shall not be deemed to
authorize the Subcontractor to change any of the provisions or requirements of this
Subcontract, unless such information/advice is incorporated as a written change issued
by the Contractor to this Subcontract.
H.29
WARRANTY (SUPPLIES) (Optional)
Subcontractor warrants that all goods delivered under this Subcontract shall be
merchantable, free from defects in material and workmanship and shall conform to
applicable specifications and drawings. If Subcontractor is responsible for the design of
the goods according to Contractor’s performance specifications, Contractor’s approval of
design furnished by Subcontractor shall not relieve the Subcontractor of its obligations
under this warranty. Subcontractor’s warranties shall run to the Contractor and the
Government.
In addition to any remedies available to Contractor under applicable law, Subcontractor’s
liability for breach of any warranty herein above set forth shall be to repair or replace, at
Contractor’s election, all defective or nonconforming goods and the payment of all
removal, reinstallation, packing and transportation costs attributable to the repair or
replacement of nonconforming items.
Subcontractor’s obligations under this Clause shall apply to such goods as to which
Contractor has notified Subcontractor of a defect or nonconformance within one (1) year
after such goods were delivered and accepted by the Contractor, or in lieu thereof, within
such other period of time as may be otherwise specified in this Subcontract.
H.30
WARRANTY (SERVICES) (Optional)
a.
Definitions. “Acceptance,” as used in this clause, means the act of an authorized
representative of the Contractor by which the Contractor assumes for itself, or as
an agent of another, ownership of existing and identified supplies, or approves
specific services, as partial or complete performance of the Subcontract.
“Correction,” as used in this clause, means the elimination of a defect.
b.
Notwithstanding inspection and acceptance by the Contractor or any provision
concerning the conclusiveness thereof, the Subcontractor warrants that all services
performed under this Subcontract will, at the time of acceptance, be free from
defects in workmanship and conform to the requirements of this Subcontract. The
Buyer shall give written notice of any defect or nonconformance to the
Subcontractor within thirty (30) days after acceptance by the Contractor. This
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notice shall state either (1) that the Subcontractor shall correct or re-perform any
defective or nonconforming services, or (2) that the Contractor does not require
correction or re-performance.
c.
If the Subcontractor is required to correct or re-perform, it shall be at no cost to the
Contractor, and any services corrected or re-performed by the Subcontractor shall
be subject to this clause to the same extent as work initially performed. If the
Subcontractor fails or refuses to correct or re-perform, the Buyer may by
Subcontract otherwise, correct or replace with similar services and charge to the
Subcontractor the cost occasioned to the Contractor thereby, or make an equitable
adjustment in the Subcontract price.
d.
If the Contractor does not require correction or re-performance, the Buyer shall
make an equitable adjustment in the Subcontract price.
e.
In addition to any other warranties in this Subcontract, the Subcontractor warrants,
except as provided in paragraph (j) of this clause, that work performed under this
Subcontract conforms to the Subcontract requirements and is free of any defect in
equipment, material, or design furnished, or workmanship performed by the
Subcontractor or any Subcontractor or supplier at any tier. The Subcontractor shall
provide all parts, work, and materials furnished herein in accordance with ANSI
A17.1.
f.
This warranty shall continue for a period of one (1) year from the date of final
acceptance of the work. If the Government takes possession of any part of the
work before final acceptance, this warranty shall continue for a period of one (1)
year from the date the Government takes possession.
g.
The Subcontractor shall remedy at the Subcontractor’s expense any failure to
conform, or any defect. In addition, the Subcontractor shall remedy at the
Subcontractor’s expense any damage to Government-owned or controlled real or
personal property, when that damage is the result of -(1)
The Subcontractor’s failure to conform to Subcontract requirements; or
(2)
Any defect of equipment, material, workmanship, or design furnished.
h.
The Subcontractor shall restore any work damaged in fulfilling the terms and
conditions of this clause. The Subcontractor’s warranty with respect to work
repaired or replaced will run for one (1) year from the date of repair or replacement.
i.
The Contractor shall notify the Subcontractor, in writing, within a reasonable time
after the discovery of any failure, defect, or damage.
j.
If the Subcontractor fails to remedy any failure, defect, or damage within a
reasonable time after receipt of notice, the Contractor shall have the right to
replace, repair, or otherwise remedy the failure, defect, or damage at the
Subcontractor’s expense.
k.
With respect to all warranties, express or implied, from Subcontractors,
manufacturers, or suppliers for work performed and materials furnished under this
Subcontract, the Subcontractor shall-(1)
Obtain all warranties that would be given in normal commercial practice;
H-11
H.31
(2)
Require all warranties to be executed, in writing, for the benefit of the
Contractor/Government, if directed by the Buyer; and
(3)
Enforce all warranties for the benefit of the Contractor/Government, if
directed by the Buyer.
l.
In the event the Subcontractor’s warranty under paragraph (b) of this clause has
expired, the Contractor, may bring suit at its expense to enforce a Subcontractor’s
manufacturer’s or supplier’s warranty.
m.
Unless a defect is caused by the negligence of the Subcontractor or lower-tier
Subcontractor or supplier at any tier, the Subcontractor shall not be liable for the
repair of any defects of material or design furnished by the Contractor nor for the
repair of any damage that results from any defect in Contractor/Governmentfurnished material or design.
WARRANTY (CONSTRUCTION) (Optional)
a.
In addition to any other warranties in this subcontract, the Subcontractor warrants,
except as provided in paragraph (i) of this clause, that work performed under this
subcontract conforms to the subcontract requirements and is free of any defect in
equipment, material, or design furnished, or workmanship performed by the
Subcontractor or any lower-tier subcontractor or supplier at any tier.
b.
This warranty shall continue for a period of 1 year from the date of final acceptance
of the work. If the Contractor takes possession of any part of the work before final
acceptance, this warranty shall continue for a period of 1 year from the date the
Contractor takes possession.
c.
The Subcontractor shall remedy at the Subcontractor’s expense any failure to
conform, or any defect. In addition, the Subcontractor shall remedy at the
Subcontractor’s expense any damage to Contractor-owned or controlled real or
personal property, when that damage is the result of -(1)
The Subcontractor’s failure to conform to subcontract requirements; or
(2)
Any defect of equipment, material, workmanship, or design furnished.
d.
The Subcontractor shall restore any work damaged in fulfilling the terms and
conditions of this clause. The Subcontractor’s warranty with respect to work
repaired or replaced will run for 1 year from the date of repair or replacement.
e.
The Contractor shall notify the Subcontractor, in writing, within a reasonable time
after the discovery of any failure, defect, or damage.
f.
If the Subcontractor fails to remedy any failure, defect, or damage within a
reasonable time after receipt of notice, the Contractor shall have the right to
replace, repair, or otherwise remedy the failure, defect, or damage at the
Subcontractor’s expense.
g.
With respect to all warranties, express or implied, from lower-tier subcontractors,
manufacturers, or suppliers for work performed and materials furnished under this
subcontract, the Subcontractor shall-(1)
Obtain all warranties that would be given in normal commercial practice;
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H.32
(2)
Require all warranties to be executed, in writing, for the benefit of the
Contractor, if directed by the Contractor; and
(3)
Enforce all warranties for the benefit of the Contractor, if directed by the
Contractor.
h.
In the event the Subcontractor’s warranty under paragraph (b) of this clause has
expired, the Contractor may bring suit at its expense to enforce a lower-tier
subcontractor’s manufacturer’s, or supplier’s warranty.
i.
Unless a defect is caused by the negligence of the Subcontractor or lower-tier
subcontractor at any tier, the Subcontractor shall not be liable for the repair of any
defects of material or design furnished by the Contractor nor for the repair of any
damage that results from any defect in Contractor-furnished material or design.
j.
This warranty shall not limit the Contractor’s rights under the Inspection and
Acceptance clause of this subcontract with respect to latent defects, gross
mistakes, or fraud.
SUBCONTRACT DRAWINGS – INTENT OF THE DESIGN PACKAGE
The intent of the drawings, specifications, sketches, statement of work, and terms and
conditions of each delivery is that the Subcontractor will furnish all labor, materials
(except those identified in the attachments as furnished by the Contractor), equipment,
and transportation necessary for the proper execution of the work unless specifically
noted otherwise. The Subcontractor shall do all the work shown on the drawings and
described in the specifications and the statement of work considered necessary to
complete the project in a substantial manner, and to fully complete the work or
improvement, ready-for-use, and occupancy by the Contractor and/or Government. The
Subcontractor is responsible for identifying all materials required for the fulfillment of
contractual obligations.
H.33
REVISED SPECIFICATIONS
The Subcontractor shall comply with all revisions made to the specifications contained in
Section C of this subcontract. Notification of such specification revisions shall be
submitted in writing to the Subcontractor giving the effective date of the revision. If
applicable, cost impacts shall be submitted in writing to the Contractor’s Subcontract
Administrator within 30 days after receipt of the revision and shall be explained in full
detail.
H.34
TAXES
This Subcontract is exempt from Tennessee Sales and Use Tax under Rule 68(d) Registration No. 104054864. Federal Excise Taxes, which apply, must be itemized on
invoices.
H.35
SET-OFF
The Contractor may set-off against amounts payable to Subcontractor hereunder any
claim or charge the Contractor may have against the Subcontractor.
H.36
INSOLVENCY
The Contractor reserves the right to terminate this Subcontract under the provisions of
Termination for Default clause, by written notice to the Subcontractor, upon the
H-13
happening of a voluntary or involuntary filing of a petition under the bankruptcy laws of
the United States, the execution of an assignment for the benefit of creditors, a calling of
a meeting of creditors, an appointment of a dissolution or liquidation agent or committee,
or an application for the appointment of a receiver.
H.37
SECURITY PROVISIONS (Optional)
a.
Authorized Personnel
Foreign nationals or immigrant/resident aliens will not be utilized in performance of
this Subcontract without written approval of the Government's Contracting Officer
and the AEDC Foreign Disclosure Office (AEDC/XP2). In no event will foreign
nationals be approved to perform work requiring access to AEDC computers
(networked or stand-alone).
Requests to utilize foreign nationals or
immigrant/resident aliens shall be submitted to the Buyer and approval obtained
before work commences.
b.
Security Requirements
1.
c.
This clause applies to the extent that this Subcontract involves access to
information classified “Confidential,” “Secret,” or “Top Secret.”
2.
The Subcontractor shall comply with (1) their Department of Defense (DoD)
Security Agreement (DD Form 441), including the National Industrial Security
Program Operating Manual (DoD 5220.22-M), and (2) any revisions to that
manual, notice of which has been furnished to the Subcontractor.
3.
If, subsequent to the date of this Subcontract, the security classification or
security requirements under this Subcontract are changed by the
Government and if the changes cause an increase or decrease in security
costs or otherwise affect any other term or condition of this Subcontract, the
Subcontractor shall be subject to an equitable adjustment as if the changes
were directed under the Changes clause of the Subcontract.
4.
The Subcontractor agrees to insert terms that conform substantially to the
language of this clause, including this paragraph 4 but excluding any
reference to the Changes clause of this Subcontract, in all lower-tier
Subcontracts under this Subcontract that involve access to classified
information, and shall, in a timely manner, notify the Contractor Security
Office as indicated in Block 16 of the DD Form 254, DoD Contract Security
Classification Specification, of any lower-tier Subcontracts under this
Subcontract.
Notification of Government Security Activity
Thirty (30) days before the date Subcontractor operations will begin on base, the
Subcontractor shall notify the Contractor Security Office as indicated in Block 16 of
the DD Form 254, DoD Contract Security Classification Specification, as to -1.
The name, address, and telephone number of this Subcontract’s company’s
representative and designated alternate in the U.S. or oversea area, as
appropriate;
2.
The Subcontract number and military contracting command;
H-14
3.
The highest classification category of defense information to which
Subcontractor employees will have access;
4.
The Air Force installations in the U.S. (in oversea areas identify only the APO
number(s) where the subcontract work will be performed
5.
The date Subcontractor operations will begin on base in the U.S. or in the
oversea area;
6.
The estimated completion date of operations on base in the U.S. or in the
oversea area; and
7.
d.
Any changes to information previously provided under this clause
Security Agreement
All Subcontractors performing at AEDC on a classified Contract for more than
ninety (90) days must enter into a security agreement either with AEDC 704
MSG/SF or the Contractor Security Office and ensure that their employees are
properly trained.
H.38
SECURITY REQUIREMENTS (Optional)
a.
The provisions of this clause shall apply to the extent that this Subcontract involves
access to information classified “TOP SECRET,” “SECRET,” or “CONFIDENTIAL.”
b.
The Contractor shall notify Subcontractor of the security classification of this
Subcontract and the elements thereof, and of any subsequent revisions in such
security classification by a Contract Security Classification Specification (DD Form
254), or other written notification.
c.
The Subcontractor agrees to execute, if he has not already done so, a security
agreement (DD Form 441) with the Government, represented by the Military
Department assigned security cognizance over the Subcontractor’s facility. To the
extent the Contractor has indicated as of the date of this Subcontract or thereafter
indicates security classification under this Subcontract as provided in subparagraph
b. above, Subcontractor shall safeguard all classified elements of this Subcontract,
and shall provide and maintain a system of security controls within its own
organization which complies with the requirements of (i) the Department of Defense
National Industrial Security Program Operating Manual (NISPOM) (DoD 5220.22M) as in effect on the date of this Subcontract, which manual is hereby incorporated
by reference and made a part of this Subcontract, (ii) any amendments to said
manual required by demands of national security as determined by the Government
and made after the date of this Subcontract, notice of which has been furnished to
the Subcontractor, and (iii) those provisions of written agreements entered into by
Subcontractor and the Contractor and Subcontractor and the Government pertaining
to the adaptation to the manual to Subcontractor’s business.
d.
Designated representatives of the Government responsible for inspection pertaining
to industrial security shall have the right to inspect at reasonable intervals the
procedures, methods, and facilities utilized by Subcontractor in complying with the
requirements of the terms and conditions of this Article. Should the Government,
through its authorized representatives, determine that Subcontractor has not
complied with such requirements, the Government shall inform Subcontractor in
writing of the proper action to be taken in order to effect compliance with such
requirements.
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H.39
e.
If, subsequent to the date of this Subcontract, the Government changes the security
classifications or requirements under this Subcontract, and if such change causes
an increase or decrease in the estimated cost of performance of this Subcontract,
the estimated cost and fee shall, to the extent appropriate, be subject to an
equitable adjustment.
f.
Subcontractor agrees to insert in all lower-tier Subcontracts hereunder, which
involve access to classified security information, provisions which shall conform
substantially to the language of FAR 52.204-2 and this Article, including this
paragraph (f). Subcontractor may insert in any such Subcontract and any
Subcontract entered into thereunder may contain provisions which permit equitable
adjustments to be made in the Subcontract price or in the estimated cost and fee (if
any) of the Subcontract (as appropriate to the type of Subcontract involved) on
account of changes in security classifications or procedures made under the
provisions of this clause subsequent to the date of the Subcontract involved.
Subcontractor shall, in a timely manner, notify the Contractor Security Office as
indicated in Block 16 of the DD Form 254, DoD Contract Security Classification
Specification, of any lower-tier Subcontracts under this Subcontract.
g.
Subcontractor also agrees that it shall determine that any Subcontractor proposed
by him for the performance of a Subcontract hereunder which will involve access to
classified security information in Subcontractor’s custody has been granted an
appropriate facility security clearance which is still in effect, prior to being afforded
access to such classified security information (see National Industrial Security
Program Operating Manual (NISPOM)).
h.
Upon completion of this Subcontract, Subcontractor shall furnish the Contractor a
certification that all classified information furnished by the Contractor or generated
by Subcontractor in connection with this Subcontract(1)
Has been returned to the Contractor;
(2)
Has been destroyed per provisions of National Industrial Security Program
Operating Manual (NISPOM); or
(3)
Has been retained for Subcontractor’s essential records and justification for
retention has been supplied to the Contractor, who has in turn obtained the
necessary authorization for retention by the Subcontractor. In addition, an
inventory of retained documents or information must be furnished to the
Contractor.
SECURITY RULES AND REGULATIONS
Each of the Subcontractor’s employees will be required to have a pass or identification
badge to enter the fenced area of AEDC in which the on-site work covered by these
specifications is located. Badges and passes may be obtained at the Visitor’s Center
adjacent to the Main Gate, and will be issued free of charge. It shall be the
Subcontractor’s responsibility to have all passes and identification badges promptly
returned to the Contractor upon termination of the services of each of its employees. It
shall also be the Subcontractor’s responsibility to promptly report to the Contractor, on
forms provided therefore, the loss of passes and identification badges by its employees.
The Subcontractor’s employees shall abide by the security rules and regulations in effect
at AEDC.
H-16
H.40
GENERAL SECURITY REQUIREMENTS
The Subcontractor shall comply with all security regulations and directives as identified
herein and other security requirements shown elsewhere in this Subcontract. These
requirements apply to all Subcontractors working on Arnold AFB that DO NOT have
access to classified information in the performance of their Subcontract. Arnold
Engineering Development Center (AEDC) is a closed military installation, therefore the
below requirements and procedures are prerequisites to the issuance of any government
identification. Subcontractor requests for exceptions to the below requirements and
procedures shall be addressed to the Subcontract Administrator who will obtain an
approval or disapproval from the installation commander who has the final authority on
access issues. Subcontractors should be aware that installation commanders have
broad authority to control activities on their installations, including the authority to remove
or exclude any person whose presence is unauthorized or whose presence disrupts good
order and discipline. Examples that may disqualify someone from entering the
installation include, but are not limited to, the following:
-
US citizenship, immigration status, or SSAN cannot be verified
Previous barment from entering/accessing any other military base or facility
Wanted by federal or civil law enforcement authorities, regardless of the
offense/violation (e.g., an “order of arrest” has been issued by a judge)
Conviction of firearms or explosives violation within the past three years
Any conviction of espionage, sabotage, treason, terrorism, or murder
Conviction of violent crimes, e.g., sexual assault, armed assault/robbery, rape, child
molestation or kidnapping within the past three years
Illegal drug use or possession to include intent to sell, or distribute
Name appears on any federal agency’s “watch list” or “hit list” for criminal behavior or
terrorist activity
Having affiliation in any gang, hate group, or terrorist organization
Additionally, the commander reserves the right to deny access to any visitor, with proper
justification. This authority enables a commander to fulfill their responsibilities to protect
personnel and property, to maintain good order and discipline and to ensure the
successful, uninterrupted performance of the Air Force mission.
Wants and warrants Check: All visitors at AEDC will be screened through a Tennessee
Information Enforcement System (TIES) check to determine if there are any outstanding
warrants or criminal involvement. Anyone with an active warrant will be denied entry and,
if extradition is approved, taken to jail. Persons identified as having a violent criminal
past or gang affiliation will be denied entry regardless of warrant status.
H.41
EMPLOYEE LISITING AND BADGES
The Subcontractor (company representative, also known as the site superintendent) shall
provide an updated GC Form 698, Contractor Employee Notice, listing each employee
that will require access prior to Subcontract start. Badges and passes are issued at
Visitor Control located adjacent to the main gate. The Subcontract Administrator will
provide Visitor Control a GC Form 700, Contract Clearance Request, which will identify
the company representative. The company representative will provide a list of
employees via the GC Form 698 to Visitor Control in person and will attach to the GC
Form 698 copies of the birth certificate, Social Security Number, and state driver’s license
(if assigned). Visitor Control will not issue badges without this documentation or a current
GC Form 700 on file. The badges are government property and must be retrieved and
turned in upon completion of the Subcontract. These badges must be presented at the
gate for entry and displayed on the front of an outer garment and above the waist with the
H-17
photograph visible at all times within the fenced area. The badge may be worn on a
necklace/chain provided the badge remains visible outside the outer garment, above the
waist, and the picture is shown outward.
NOTE: If displaying the badge on the outer garment in the immediate work area will
create a safety hazard, then the badge can be removed and placed in the pocket of the
individual. Upon departure of the immediate area, the badge will be displayed.
NOTE: Returning ID badges (if applicable) and Passes. Upon Subcontract completion
(to include employment termination), and before final payment can be made, the
Subcontractor shall ensure all ID badges (if applicable) have been turned in to the issuer
at Visitor Control. Subcontractor employees terminating employment for any reason shall
return all ID badges (if applicable) prior to departing the base.
H.42
CITIZENSHIP
All employees performing on their Subcontract must be a US citizen or Registered Alien
and show proof of citizenship. The AEDC host shall require that all Registered Aliens
have in their possession their Permanent Resident Cards. A minimum lead-time of 14
business days is required to facilitate timely Permanent Resident Card validation. The
visiting Lawful Permanent Resident (LPR) must provide color copies (front & back) of
their Permanent Resident Card and their internal passport information
(photo/documentation). Visiting LPRs having business with the current base operating
contractor must submit this documentation to the host and Contractor Security Office.
The Contractor Security Office will coordinate directly with the AEDC Foreign Disclosure
Office (FDO) to complete the validation process and render a recommendation to
authorize or deny access. All other visiting LPRs must submit their documentation
directly to the FDO via mail (Address: Foreign Disclosure Office, MS-2305, 251 Von
Karman Road, Arnold AFB, TN 37389-2305). The FDO will provide a list of authorized
LPR personnel to Visitor Control, allowing entry into the applicable areas. Registered
Aliens not on an approved list will not be permitted entry into any part of Arnold AFB. If
Registered Aliens fail to produce the proper Immigration and Naturalization Service (INS)
credentials, they will be denied access to all portions of Arnold AFB. The Subcontractor
will be held responsible for complying with federal statutes, which prohibit the hiring of
illegal aliens and foreign nationals who are not authorized to work in the United States.
Non-US citizens must be identified and present their resident alien cards to Visitor
Control to show proof that they have been legally admitted into the United States. Failure
to show proof will result in entry being denied.
Employment of Foreign Nationals by Subcontractors at Arnold Air Force Base:
The use of Foreign Nationals (FNs) in the performance of Subcontracts on AEDC will
require prior notification to the Subcontract Administrator. A minimum lead-time of 30
business days is required to facilitate entry requirements for foreign nationals. In
accordance with U.S. Immigration and Naturalization Service Directive 210, all foreign
nationals performing on Subcontract in support of any Federal Government activity will
provide to that activity, identification and authorization for the performance of work within
the U.S., for each individual. Information shall consist of the following and copies
attached to the GC Form 698 for Visitor Control. (Visitor Control will not issue badges
without this documentation or a current GC Form 700 on file.)






Name
Nationality
Place of birth (Birth Certificate)(Copy maintained at Visitor Control)
Date of birth
Social Security Number (Copy maintained at Visitor Control)
State driver license number (if assigned) (Copy maintained at Visitor Control)
H-18

Passport/Visa/Alien Registration Number(s) (Copy maintained at Visitor Control)
Naturalization documents (Copy maintained at Visitor Control)
A foreign national is defined as any individual that is not a U.S. Citizen, regardless of any
status or documentation promulgating the intent to become a U.S. Citizen. Any overt or
negligent act in the lack of prior reporting of any employee deemed to be a non-U.S.
Citizen shall be determined to be a violation of this Subcontract. The violation shall be
formally reported to all government activities or agencies deemed necessary.
NOTE: Employee's and/or representatives of companies (US Citizen or FN) under
Foreign Ownership, Control, or Influence (FOCI) will be treated and processed as FNs for
access to the AEDC Mission Area and/or other locations on or off the reservation where
official government business is taking place. Protection of classified, unclassified
controlled military information and customer proprietary information from inadvertent
disclosure/release during these visits and/or meetings mandates this requirement as
outlined in AFI 16-201. A US company is considered to be operating under FOCI when a
foreign interest has the power, direct or indirect, whether or not exercised, to direct or
decide matters affecting the management or operations of the company in a manner
which may result in unauthorized access to information or may affect adversely the
performance of the Subcontract.
H.43
VEHICLE USE
If a personal or company-owned vehicle will be operated on the base, the operator must
possess a valid state driver’s license, ID card/badge, proof-of-ownership (title, state
registration, bill of sale or lease agreement) and proof of insurance. These items are
required to be available at all times. The employee shall be responsible for maintaining
insurance that meets or exceeds the minimum requirements of state law.
H.44
TRAFFIC LAWS
The Subcontractor and its employees shall comply with base traffic regulations and
installation entry/exit security measures. All vehicles are subject to random vehicle
inspections upon entry/exit and while on the Arnold AFB reservation. Entry/exit point
inspections ensure the security, military fitness, or good order and discipline of the
command, and may include an examination to locate and confiscate unlawful weapons
and other contraband. These inspections may be random or mandatory for all.
H.45
PRIVATE CAMERAS
Use of private cameras inside the mission area are not allowed in areas marked as “No
Photography.” If you need photographs of your job site, you should contact your Job
Monitor. Professional quality photo support can be provided by the base photo lab. Use
of cameras in administrative areas are generally permitted as long as sensitive
information and badges are not captured in images.
H.46
CELLULAR PHONE
Cellular telephones (private and government-owned) are authorized for use on Arnold
AFB except at facilities and/or areas where Facility Managers, Security or Safety have
posted a policy prohibiting their use. A hands-free device must be utilized if a cell phone
is used when driving.
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H.47
VISITORS
To expedite entry into the mission area, during normal duty hours, call Visitor Control at
(931) 454-5453. During non-duty hours, call the Security Forces Control Center (SFCC)
at (931) 454-5662. Only the company representative can authorize visitors (U.S.
citizens) in conjunction with the specific Subcontract.
H.48
LABOR PROTESTS
If the Subcontractor becomes a target of a labor protest while working on the installation,
the Subcontractor will be assigned a gate to enter and exit the mission area, other than
the main gate. All Subcontractor employees will be directed to utilize the designated
strike gate.
H.49
ROOFTOP ACCESS
The Subcontractor and Job Monitor are reminded that permission from the building
manager is required prior to roof access of any building.
H.50
FIREARMS
Firearms, ammunition, explosives, and any other gunpowder based projectile are
prohibited within the fenced mission area. Equipment requiring cartridges or other
explosive-based materials will be identified to the Subcontract Administrator and/or
Security Forces prior to Subcontract start. Concealed carry permits are not valid on any
part of Arnold AFB.
H.51
SECURITY OF PRIVATE PROPERTY & VEHICLES INSPECTIONS
Subcontractors are responsible for securing private property. All personnel and property
are subject to search while on Arnold AFB property. Be prepared for vehicle inspections
any time you are on Arnold AFB.
H.52
SPONSORING VISITORS
Subcontractors that sponsor another Subcontractor’s visit shall receive an endorsement
from the Contractor or Department of Defense (DoD) Representative and comply with
specified requirements.
H.53
REPORTING REQUIREMENTS
Subcontractor personnel shall report to an appropriate authority, any information or
circumstances of which they are aware may pose a threat to the security of DoD
personnel, contractor personnel, resources, and classified or unclassified defense
information. Reports may be made to the Security Police at 454-5662, the 704th Mission
Support Group/Security Forces (704 MSG/SF), at 454-3424/7610 or the Air Force Office
of Special Investigations at 931-454-7820.
H.54
ESCORT REQUIREMENTS FOR
CONSTRUCTION PROJECTS
FOREIGN
NATIONALS
PERFORMING
ON
The following rules apply to Subcontractor responsibilities associated with escorting and
monitoring Subcontractor employees who are foreign nationals:
H-20
H.55
a.
All foreign national employees must have permission of the government prior to
working on any Subcontract.
b.
Non-US citizens will be issued a purple badge with the citizen’s name and
Citizenship on the badge. The badge must be worn at all times within the fenced
in portion of AEDC.
c.
The Subcontractor must appoint an escort who is a US citizen to escort non-US
Citizens; continuous monitoring is required, to include rest breaks, lunch, etc.
d.
The Subcontractor must insure that access is limited to only authorized work
areas. The only EXCEPTION is the Main Cafeteria.
e.
The escort must retrieve the non-citizen’s badge and vehicle pass at the end
of each work shift and hold it until the next working day. Non-US citizens are not
permitted to retain possession of their badges and vehicle passes overnight.
f.
The non-citizen will not be allowed to enter or exit the fenced mission area without
an escort. A representative of the Subcontractor who is a US citizen must
accompany the non-citizen at all times.
g.
The non-citizen’s badges and vehicle pass will be retrieved at the end of the
project and returned to Visitor Control.
h.
The Subcontract monitor is responsible for notifying Facility Managers and
custodians any time non-citizens are working within buildings.
i.
All foreign national employees will process through Visitor Control upon arrival at
AEDC on a daily basis for obtaining the appropriate badge.
OPERATIONS SECURITY (OPSEC) REQUIREMENTS
The Subcontractor will comply with the AEDC OPSEC Program and will protect critical
and/or sensitive information per AFI 10-701, Operations Security (OPSEC), and the
OPSEC protection guidance provided below. Subcontractor organizations requiring
access to unclassified technical data disclosing militarily critical technology with military
or space application must be certified with the Defense Logistics Information Service
(DLIS) Joint Certification Program (JCP) prior to access. OPSEC critical information can
be released to government and AEDC contractor personnel with a valid need-to-know.
Contact the AEDC Assistant OPSEC Program Manager at (931) 454-3131 or the AEDC
OPSEC Program Manager at (931) 454- 7610 for clarification.
a.
DLIS Certification:
Certification by the DLIS JCP is required for all U.S. or Canadian contractors who
wish to obtain access to unclassified technical data disclosing militarily critical
technology with military or space application that is under the control of, or in the
possession of the DoD. Certification under the JCP establishes the eligibility of a
U.S. contractor to receive technical data governed, in the U.S., by DoD Directive
5230.25. To request DLIS Certification contractors must submit a DD Form 2345,
Military Critical Technical Data Agreement, to the DLIS, Battle Creek, MI address
indicated at the top of the DD Form 2345 along with a copy of the company’s
State Business License, Incorporation Certificate, Sales Tax Identification Form or
other documentation, which verifies the legitimacy of the company.
H-21
b.
Types of controlled unclassified information:

Distribution Limited Controlled Technology - has a distribution statement
other than “A”

Export Controlled information - has a warning notice that it is export
controlled

For Official Use Only (FOUO) – requires official government business need
to know

Proprietary – belongs to a commercial entity

Competition Sensitive – government is competing between multiple
contractors – temporary designation indicating the material is sensitive to
the owning organization

Company Restricted – belongs to a non-government organization

Privacy Act Information – requires protection from unauthorized access
(includes social security numbers, phone telephone numbers, specific salary
data, etc.)

Designated OPSEC Critical Information – identified on AEDC critical
information lists
c.
OPSEC Guidance: Applies to the access, handling, and protection of all
controlled unclassified information.
Destruction: When no longer required, controlled unclassified information must be
destroyed by any means that will prevent reconstruction of the material, preferably by
cross-cut shredding (if shredded, use equipment that produces no more than ½-inch
residue and crosscuts the text so a legible line of text is not produced) or initializing,
degaussing, or shredding magnetic media.
Recycling: Place only public domain materials such as textbooks, vendor catalogs and
instruction booklets, magazines, newspapers, blank papers and forms, specification
books and catalogs, telephone books, etc. in recycle bins – no drawings.
Reproduction:
Reproduce controlled unclassified information on standard office
equipment, but ensure all waste, overruns, and originals are properly retrieved and stored
or destroyed.
Storage/Protection and Access: When unattended, ensure locked protection (desk,
office, file cabinet, etc.) of controlled unclassified information from unauthorized access.
If locked protection is unavailable at a minimum store out of sight. Foreign nationals shall
not have access to export controlled information without State Department approval. All
export control laws must be followed.
Release of Information:

Need-to-Know must be verified prior to
granting access to the information. This includes phone inquiries and unsolicited
emails.

Need-to-Know is a determination made
by the releaser of the information that the recipient has a requirement for access to
perform tasks or services essential to the fulfillment of the Subcontract.

Do not release controlled unclassified
information over open, unsecured communication devices, such as telephones
(includes cellular telephones), two-way radios, Blackberry devices, etc.

Do not telefax controlled unclassified
information over an unsecure (unencrypted) telefax machine.
H-22

If secure means is not available when
sending controlled unclassified information over telefax then:
 Verify the receiving telefax number
 Have the receiving person standing by at the receiving machine to immediately
retrieve the fax
 Sender immediately retrieves the originals from machine

When secure communication devices
are not readily available or feasible, take precautions by limiting the disclosure of
detailed information in a single communication to the greatest extent possible.
Controlled unclassified information
must be encrypted prior to transmission over computer lines (email, Internet, etc.).
Do not place controlled unclassified
information or material on an external web site or web page that is accessible to
unauthorized personnel (controlled unclassified information is not approved for
release to the public).
Information to be released outside the
Subcontract or to the public must complete the Air Force Security Policy and Review
process (Public Affairs and STINFO Review) prior to release.
Limit cafeteria and other "public use
area" discussions to that which is public domain or unofficial business.




H.56
PHYSICAL SECURITY
Areas controlled by Subcontractor employees shall comply with base Operations
Plans/Instructions for Force Protection Conditions procedures, Random Antiterrorism
Measures and local search/identification requirements.
The Subcontractor shall
safeguard all government property, including controlled forms, provided for Subcontractor
use. At the close of each work period, government training equipment, ground
aerospace vehicles, facilities, support equipment, and other valuable materials shall be
secured.
H.57
AUTOMATED INFORMATION SYSTEM REQUIREMENTS
If access to unclassified computer systems is required the following requirements apply;
Users must be a US Citizen, or receive AFMC/CV approval prior to access being granted;
users must complete a GC 591 to request access, requestor must have a favorable
NACI, or an approved Interim AIS Request on file, requestor must complete the AF
Information Protection (IP) Training. Users bringing Portable Electronic Devices on base
wanting to connect to AEDC computer systems/networks shall comply with established
AEDC procedures.
For connecting company-owned AIS to an AEDC unclassified network the following AF
publications are mandatory: AFPD 33-2, Information Assurance; AFI 33-202V1, Network
and Computer Security; AFI 33-204, Information Awareness (IA) Program; AFSSI 8522,
Access to Information Systems; AFI 33-137, Ports, Protocols and Services (PPS)
Management; AFI 33-138, Enterprise Network Operations Notification and Tracking, AFI
33-115V1 Network Operations (NETOPS); AFI 33-115V2, Licensing Network Users and
Certifying Network Professionals.
H.58
SECURITY REVIEWS/EXERCISES
The Subcontractor may be subject to various security program reviews and participate in
exercises in conjunction with the Air Force activity assigned.
H-23
H.59
REFERENCES

U.S. Immigration and Naturalization Service Directive 210

DoD Directive 5230.25, Withholding of Unclassified Technical Data From Public
Disclosure

DoD Regulation 5400.7/Air Force Supplement, DoD Freedom of Information Act
Program

AFPD 33-2, Information Assurance

AFI 10-701, Operations Security (OPSEC)

AFI 16-201, Air Force Foreign Disclosure and Technology Transfer Program

AFI 31-501, Air Force Personnel Security Program

AFI 33-115V1, Network Operations (NETOPS)

AFI 33-115V2, Licensing Network Users and Certifying Network Professionals.

AFI 33-137, Ports, Protocols and Services (PPS) Management

AFI 33-138, Enterprise Network Operations Notification and Tracking

AFI 33-202V1, Network and Computer Security

AFI 33-204, Information Awareness (IA) Program

AFSSI 8522, Access to Information Systems

AEDC ISI 31-101, Installation Security Instruction

AEDC, ISP 31-101, Installation Security Plan
PRESCRIBED FORMS

GC Form 591, Request for Authorized Use of Central Computer Systems

GC Form 698, Contractor Employee Notice

GC Form 700, Contract Clearance Request

Standard Form 85P, Questionnaire for Public Trust Positions

DD Form 2345, Military Critical Technical Data Agreement
H-24
ABBREVIATIONS AND ACRONYMS
H.60

ATA

AEDC

CMI
Classified Military Inf

CUI
Controlled Unclassifi

DLIS
Defense Logistics Inf

DoD
Department of Defen

FN
Foreign National

FOUO
For Official Use Only

FOIA
Freedom Of Informa

FOCI
Foreign Ownership,

INS
Immigration and Nat

JCP
Joint Certification Pro

LPR
Lawful Permanent R

NAC
National Agency Che

OPSEC
Operations Security

SFCC
Security Forces Con

704 CS
704th Communication

704 MSG/SF
704th Mission Suppo
Aerospace Testing Alliance
SUBCONTRACTOR ON-SITE MANAGEMENT (Optional)
The Subcontractor shall maintain a qualified superintendent on-site during the
performance of each delivery order originating from this subcontract. The superintendent
shall give sufficient supervision to the work until completion of each delivery order. The
superintendent shall have full authority to act in behalf of the Subcontractor, and all
directions given to the superintendent shall be considered given to the Subcontractor.
H.61
LOWER-TIER SUBCONTRACTORS
At the request of the Contractor, the Subcontractor shall notify the Contractor, in writing,
of the names of all lower-tier Subcontractors, together with a summary of the extent and
character of the work to be done by each lower tier Subcontractor. If for sufficient
reason, at any time during the progress of the work, the Contractor determines that any
H-25
Arnold Engin
lower tier Subcontractor is incompetent or undesirable, he will notify the Subcontractor
accordingly and immediate steps will be taken for termination of such lower-tier
Subcontract. Nothing contained in this Subcontract shall create any contractual relation
between the lower-tier Subcontractors and the Contractor.
H.62
PRE-PERFORMANCE CONFERENCE
A Pre-Performance Conference shall be held with the Subcontractor in the Materials
Management Conference Room located in Building 1476 (i.e., Warehouse 1) within ten
(10) calendar days after notice of award. The Subcontract Administrator will notify the
Subcontractor of the time and date of the scheduled conference. Items to be discussed
during the Pre-Performance Conference will include:
H.63
a.
The responsibilities of the Contractor and Subcontractor regarding Safety, Fire
Protection, Security, and Environmental Health.
b.
Thoroughly review and clarify details of Subcontract storage and logistics
requirements.
WORKMANSHIP
The work shall be executed in the best and most workmanlike manner by qualified,
careful, and efficient craftsmen of the trades involved.
H.64
FACILITY SURVEY
If not previously performed, Contractor reserves the right to perform a facility survey of
Subcontractor’s plant to determine/verify that Subcontractor’s technical ability,
manufacturing facilities, quality control and/or test and inspection procedures are
adequate to furnish the supplies/services required hereunder.
In addition,
Subcontractor’s management capabilities may be reviewed. Such facility survey, if
performed, shall be coordinated with Subcontractor’s personnel to minimize interference
with normal operations of the Subcontractor’s plant.
H.65
SITE INVESTIGATION
The Subcontractor acknowledges that he has satisfied himself as to the nature and
location of the work, the general and local conditions, including but not limited to those
bearing upon transportation, disposal, handling, and storage of materials, availability of
labor, water, electrical power, the character of equipment and facilities needed
preliminary to and during prosecution of the work.
The Subcontractor further
acknowledges that he has satisfied himself with the information presented by the
requirements of this Subcontract including the Statement of Work, drawings and
specifications made a part of this subcontract. Any failure by the Subcontractor to
acquaint himself with the available information will not relieve him from responsibility for
estimating properly the difficulty or cost of successfully performing the work. The
Contractor assumes no responsibility for any conclusions or interpretations made by the
Subcontractor on the basis of the information made available by the Contractor. The
Contractor also assumes no responsibility for any understanding or representations made
by its officers, agents, or employees prior to the execution of this Subcontract, unless (1)
such understanding or representations are expressly stated in the Subcontract and (2)
the Subcontract expressly provides that the responsibility therefor is assumed by the
Contractor. Representations which are not expressly stated in the Subcontract and for
which liability is not expressly assumed by the Contractor in the Subcontract shall be
deemed only for the information of the Subcontractor.
H-26
H.66
PROTECTION OF EXISTING STRUCTURES, UTILITIES AND WORK
The Subcontractor shall protect all existing structures, utilities, and work of any kind
against damage or interruption of service, which may result from operations of the
Subcontractor. Damage or interruption of service resulting from failure to protect shall be
repaired or restored promptly by, or at the expense of, the Subcontractor.
H.67
COOPERATION WITH OTHERS
The Subcontractor shall schedule his work in a manner meeting with the Contractor’s
approval in order to minimize interference with plant operations and other work.
H.68
CLEAN UP
The Subcontractor shall at all times keep the work area, including storage areas used by
him, free from accumulations of waste material or rubbish, and prior to completion of the
work, shall remove any rubbish from and about the premises and all tools, equipment,
and materials which are the property of the Subcontractor. Upon completion of the work,
the Subcontractor shall leave the work and premises in a clean, neat and workmanlike
condition satisfactory to the Contractor.
H.69
INSURANCE
During the progress of the Subcontract and while any Subcontractor employees remain
at AEDC, the Subcontractor shall maintain the following types and amounts of insurance
and shall furnish the Contractor with certificates therefore prior to commencement of work
at AEDC:
H.70
a.
Workmen’s Compensation Insurance (including employer’s liability) for all
Subcontractor employees employed in connection with this Subcontract, or its
equivalent as may be required by the state in which the Subcontract is to be
performed.
b.
Primary Comprehensive General Liability Insurance for bodily injury, including
death, with a limit of $250,000 for one person and a limit of $1,000,000 for any one
occurrence and for property damage (excluding property in the care, custody or
control of Subcontractor) with a limit of $500,000 for any one occurrence.
c.
Primary Automobile Liability Insurance (caused by owned, non-owned or rented
vehicles) for bodily injury, including death, with a limit of $250,000 for one person
and a limit of $1,000,000 for any one occurrence and for property damage with a
limit of $500,000 for any one occurrence
d.
The Subcontractor shall cause each lower-tier Subcontractor to maintain the same
coverage as provided in subsection (a) of this clause and the coverage amounts in
subsections (b) and (c).
e.
Certificates shall include an agreement that the policies certified will not be
materially changed or canceled without thirty (30) days prior written notice to the
Contractor.
RISK AND INDEMNITIES
The Subcontractor hereby agrees to indemnify and hold harmless ATA, its officers and
employees, the Government, and its officers and employees from and against all claims,
H-27
demands, damages, liabilities, losses, suits and judgments (including all costs and
expenses incident thereto) which may be suffered by, accrue against, be charged to or
recoverable from ATA, its officers and employees, the Government, and its officers and
employees by reason of injury to or death of any person other than officers, agents, or
employees of ATA or the Government or by reason of any damages arising out of the
performance of this agreement. In the event the Subcontractor holds or obtains
insurance in support of this agreement, evidence of insurance shall be delivered to the
Buyer with the Contractor (ATA) named as additional insured.
H.71
H.72
PAYMENT BOND (Optional)
a.
If this subcontract exceeds $25,000, the Subcontractor agrees to furnish a payment
bond with good and sufficient surety or sureties acceptable to the Contractor for the
protection of persons furnishing material or labor in connection with the
performance of the work under this subcontract. The penal sum of such payment
bond shall be as follows: (I) if the subcontract price is not more than $1,000,000, 50
percent of the contract price, (II) if the subcontract price is more than $1,000,000
but not more than $5,000,000, 40 percent of the contract price, and (III) if the
subcontract price is more than $5,000,000, the penal sum shall be $2,500,000.
b.
Any bonds required hereunder will be dated as of the same date as the subcontract
and will be furnished by the Subcontractor to the Contractor at the same time the
subcontract is executed.
PERFORMANCE BOND (Optional)
a. If the subcontract price exceeds $25,000, the subcontractor agrees, in connection
with the performance of work under this subcontract, to furnish a performance bond
with good and sufficient surety or sureties acceptable to the Contractor. Unless
otherwise stated in the schedule, the penal sum of such performance bond shall be
100 percent of the subcontract price.
b. Any bonds required hereunder will be dated as of the same date as the subcontract
and will be furnished by the Subcontractor to the Contractor at the same time the
subcontract is executed.
H.73
WORK CLEARANCES
The Subcontractor shall coordinate all necessary work clearances, outages, permits, etc.
with the Technical Representative prior to commencement of work.
H.74
PERSONAL PROTECTIVE EQUIPMENT
Subcontractor personnel shall comply with the specific safety rules and requirements
established on the Government installation. This includes personal protective equipment
(PPE), which shall be worn at all times during performance of work at AEDC. This
particular project requires the use of steel-toed shoes, hardhats, safety glasses, and
gloves. In the event that personnel do not adhere to this requirement, the Contractor
reserves the right to terminate the agreement. Any costs associated with the termination
shall be borne by the Subcontractor.
H.75
PROTECTION OF MATERIALS AND WORK IN PROGRESS
The Subcontractor shall at all times protect and preserve all materials, supplies and
equipment of every description (including property which may be Contractor furnished or
owned) and all work performed. All reasonable requests of the Contractor to enclose or
H-28
protect such property shall be complied with. If, as determined by the Contractor, the
Subcontractor does not adequately protect material, equipment, supplies, and work
performed, the Contractor may protect such property and the costs thereof may be
charged to the Subcontractor or deducted from any payments due to the Subcontractor.
H.76
SUBCONTRACT PROGRESS SCHEDULE
The Subcontractor shall submit five (5) copies of a Progress Schedule to the Subcontract
Administrator for approval not later than 30 days before planned start of on-site work.
The schedule shall include the major elements of work, including material submittals and
approval, materials procurement, mobilization and execution of all on-site work, including
detailed construction progress milestones.
H.77
LIQUIDATED DAMAGES (Optional)
If the Subcontractor fails to complete the work within the time specified in the Purchase
Order, the Subcontractor shall pay to the Contractor as liquidated damages, the sum of
$______ for each day of the delay.
If the Contractor terminates the Subcontractor’s right to proceed, the resulting damage
will consist of liquidated damages until such reasonable time as may be required for final
completion of the work together with any increased costs occasioned the Contractor in
completing the work.
If the Contractor does not terminate the Subcontractor’s right to proceed, the resulting
damage will consist of liquidated damages until the work is completed or accepted.
H.78
CONTRACTOR-FURNISHED UTILITIES
Water and electricity will be made available to the Subcontractor from existing facilities.
All reasonable amounts of water and electricity used in performance of work under this
subcontract will be furnished without charge to the Subcontractor. The Subcontractor
shall furnish, install, connect, and maintain at his own expense all temporary lines in a
manner satisfactory to the Contractor and shall remove them in a like manner at his own
expense upon completion of the work.
H.79
ASBESTOS CERTIFICATION
The Subcontractor certifies, by executing this Subcontract, that any supplies furnished
hereunder do not include materials containing hazardous asbestos. For the purpose of
this certification, asbestos is defined to include six fibrous mineral silicates of commercial
importance: Chrysolite, amosite, crocidolite, tremolite, anthophyllite and actionlite.
H.80
CHANGES
a.
The Contractor may at any time, by a written order, and without notice to sureties, if
any, make changes within the general scope of this Subcontract in any one or more
of the following:
(1)
Drawings, designs, or specifications when the supplies to be furnished are to
be specially manufactured for the contractor in accordance with the drawings,
designs or specifications.
(2)
Time of performance (i.e., hours of the day, days of the week, etc.);
(3)
Method of shipment or packing; and
H-29
(4)
The time or place of inspection, delivery or acceptance.
b.
If any such change causes an increase or decrease in the estimated cost of, or the
time required for, performance of this Subcontract, whether or not changed by such
order, or otherwise affects any other provisions of this Subcontract, Contractor shall
make an equitable adjustment in (1) the estimated cost, delivery or completion
schedule, or both, (2) the amount of fee to be paid the Subcontractor, and (3) in
other affected terms and shall modify in writing accordingly.
c.
Changes to this Subcontract shall, however, only be authorized if they are directed
in writing by authorized representatives of the Contractor; no oral, and no other
written change direction, including assistance, suggestions, or advice that may be
rendered by other personnel of the Contractor, shall authorize or entitle
Subcontractor to any adjustment to this Subcontract.
The Subcontractor shall, immediately upon receipt of any change direction which
does not conform to the authorized method of directing changes specified herein,
contact the Contractor’s Subcontract Administrator for written disposition
instructions.
Any claim by Subcontractor for adjustment under this clause must be asserted in
writing, in the form of a complete change proposal fully supported by factual
information, to the Contractor’s Subcontract Administrator not later than fifteen days
after the date of receipt by Subcontractor of the written change authorization, or
within such extension of that fifteen-day period as Contractor, in its sole discretion,
may grant in writing at Subcontractor’s request prior to the expiration of said period
or any extension thereof, PROVIDED HOWEVER, that Contractor may in its sole
discretion consider any such claim regardless of when asserted.
Notwithstanding the pendency of any claim for an adjustment submitted by
Subcontractor hereunder, Subcontractor shall diligently proceed with performance of
the Subcontract, as directed by the Contractor, and nothing herein shall be
construed as relieving Subcontractor of its obligation to perform, including without
limitation the failure of the parties to agree upon Subcontractor’s entitlement to, or
the amount of, any such adjustment. Any disagreement between the parties arising
out of this clause shall be resolved in accordance with the DISPUTES Clause of the
Special Provisions in this Subcontract.
d.
Where the cost of property made obsolete or excess as a result of a change is
included in Subcontractor’s claim for adjustment, the Contractor shall have the right
to prescribe the manner of disposition of such property.
e.
Notwithstanding the terms and conditions of paragraphs a. and b. above, the
estimated cost of this Subcontract and, if this Subcontract is incrementally funded,
the funds allotted for the performance of this Subcontract, shall not be increased or
considered to be increased except by specific written modification of the
Subcontract indicating the new Subcontract estimated cost and, if this Subcontract
is incrementally funded, the new amount allotted to the Subcontract. Until this
modification is made, the Subcontractor shall not be obligated to continue
performance or incur costs beyond the funds established in this Subcontract.
H-30
H.81
HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA SHEET
(Optional)
a.
Hazardous material, as used in this clause, includes any material defined as
hazardous under the latest version of Federal Standard No. 313 (including
revisions adopted during the term of the Subcontract).
b.
The Offeror must list any hazardous material, as defined in paragraph (a) of this
clause, to be delivered under this subcontract. The hazardous material shall be
properly identified and include any applicable identification number, such as
National Stock Number or Special Item Number. This information shall also be
included on the Material Safety Data Sheet submitted under this Subcontract.
Material (If none, insert None)
Identification No.
c.
This list must be updated during performance of the subcontract whenever the
Subcontractor determines that any other material to be delivered under this
Subcontract is hazardous.
d.
The apparently successful Offeror agrees to submit, for each item as required prior
to award, a Material Safety Data Sheet, meeting the requirements of 29 CFR
1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous
material identified in paragraph (b) of this clause. Data shall be submitted in
accordance with Federal Standard No. 313, whether or not the apparently
successful Offeror is the actual manufacturer of these items. Failure to submit the
Material Safety Data Sheet prior to award may result in the apparently successful
Offeror being considered non-responsible and ineligible for award.
e.
If, after award, there is a change in the composition of the item(s) or a revision to
Federal Standard No. 313, which renders incomplete or inaccurate the data
submitted under paragraph (d) of this clause, the Subcontractor shall promptly
notify the Subcontract Administrator and resubmit the data.
f.
Neither the requirements of this clause nor any act or failure to act by the
Contractor shall relieve the Subcontractor of any responsibility or liability for the
safety of Government, Contractor, or Subcontractor personnel or property.
g.
Nothing contained in this clause shall relieve the Subcontractor from complying
with applicable Federal, State, and local laws, codes, ordinances, and regulations
(including the obtaining of licenses and permits) in connection with hazardous
material.
H-31
h.
The Contractor’s rights in data furnished under this Subcontract with respect to
hazardous material are as follows:
(1)
To use, duplicate and disclose any data to which this clause is applicable.
The purposes of this right are to –
(i)
Apprise personnel of the hazards to which they may be exposed in
using, handling, packaging, transporting, or disposing of hazardous
materials;
(ii)
Obtain medical treatment for those affected by the material; and
(iii)
(2)
(3)
H.82
H.83
Have others use, duplicate, and disclose the data for the Contractor for
these purposes.
To use, duplicate, and disclose data furnished under this clause, in
accordance with subparagraph (h)(1) of this clause, in precedence over any
other clause of this subcontract providing for rights in data.
The Contractor is not precluded from using similar or identical data acquired
from other sources.
RECOMMENDED SPARE PARTS LIST (Optional)
a.
If applicable hereto, when requested by Contractor, the Subcontractor shall provide
a Recommended Spare Parts List including identification and prices for all supplies
furnished under this Subcontract, giving Contractor sufficient information to permit
Contractor to replace any supplies purchased from Subcontractor or lower-tier
Subcontractors without any further Subcontractor assistance. For all parts not
manufactured by Subcontractor, the name and address of the supplier, supplier’s
nomenclature, part number, unit of measure, and any specifications or features
required to properly identify such parts shall be provided to Contractor.
b.
Subcontractor agrees to furnish, or make arrangements for others to furnish,
necessary supporting services for the equipment supplied hereunder, such as
spare parts, hardware and software maintenance service, etc. for the life cycle
(minimum of ten years) of the equipment when such support services are
necessary and applicable to the supplies furnished.
DISTRIBUTION “C” CONTROLLED TECHNOLOGY (Optional)
Some of the requirements referenced herein may be considered “Distribution C”
controlled technology, and releasable only to U.S. Government agencies and their
Contractors. All Subcontractor organizations requiring access to distribution limited
unclassified technical data disclosing militarily critical technology with military or space
application must be certified with the Defense Logistics Information Service (DLIS) Joint
Certification Program (JCP). If the Subcontractor is not currently certified by the Defense
Logistics Information Service (DLIS) Joint Certification Program (JCP) to handle
unclassified “Distribution C” controlled technology, the Subcontractor must complete a
DD Form 2345 (reference Section J) and forward the document to the address provided
within the application. Note: There is no cost associated with becoming DLIS-certified
and the process only takes a couple of weeks to complete.
H.84
INCORPORATION OF SUBCONTRACTING PLAN (Optional)
H-32
The _____________________ Subcontracting Plan, dated _________________, and
submitted in accordance with FAR 52.219-9 is hereby approved and incorporated herein
by reference. (Blanks to be completed at time of Subcontract award)
H.85
H.86
TERMINATION
a.
Termination for Convenience - The Contractor may terminate work hereunder in
whole or in part at any time, and settlement will be in accordance with FAR 52.2492.
c.
Termination for Default - The Contractor may terminate work hereunder in
accordance with the appropriate default clauses set forth in FAR 52.249-8.
MATERIAL SUBMITTALS (Optional)
No material requiring submittals shall be purchased or installed by the Subcontractor until
approval has been received from the Subcontract Administrator.
H.87
TOOL CONTROL (Optional)
Throughout the duration of this Subcontract, the Subcontractor shall maintain control of
all tools while performing work at AEDC. All tools shall be removed upon completion of
the work.
H.88
RECOVERED MATERIALS AND BIOBASED PRODUCTS (Optional)
This Subcontract may require the use of EPA-designated items and/or USDA-designated
items per Federal Acquisition Regulation (FAR) Subpart 23.4 definitions.
The
Subcontractor shall provide a pre-award certification that the products used in
performance of this project meet EPA or USDA recommendations. In addition, the
Subcontractor shall submit, at the conclusion of the work, a certification for recovered
material content (reference Section 1.13 of Specification No. 12864-09-0001).
EPA-designated items identified in this Subcontract include: non-pressure steel pipe,
reprocessed and consolidated latex paints (reference FAR clauses 52.223-4, 52.223-9,
and 52.223-17).
Biobased products identified in this Subcontract include: metal working fluids (reference
FAR clauses 52.223-1 and 52.223-2).
H-33
PART II – THE SCHEDULE
SECTION I
GENERAL PROVISIONS
I.1
CLAUSES INCORPORATED BY REFERENCE (APPLICABLE TO
COMMERCIAL ITEMS)
I.2
CLAUSES INCORPORATED BY REFERENCE (APPLICABLE TO
NON-COMMERCIAL ITEMS)
SECTION I
I.1
GENERAL PROVISIONS (COMMERCIAL ITEMS)
CLAUSES INCORPORATED BY REFERENCE
Contract Clauses are hereby incorporated by reference from the FAR, Defense FAR Sup,
Air Force FAR Sup, and the Air Force Material Command FAR Sup, and the effective
dates are those of the Prime Contract F40600-03-C-0001.
The following clauses apply to this subcontract:
NO.
CLAUSE NO.
CLAUSE TITLE
1.
52.209-6
2.
52.219-8
3.
4.
5.
6.
52.222-20
52.222-21
52.222-26
52.222-35
7.
52.222-36
8.
52.222-37
9.
10.
11.
12.
52.222-54
52.244-6
52.247-63
52.247-64
13.
252.203-7001
14.
252.244-7000
15.
5352.223-9001
Protecting the Government’s Interest When
Subcontracting with Contractors Debarred,
Suspended, or Proposed for Debarment (July
1995)
Utilization of Small Business Concerns (Oct
2000)
Walsh-Healey Public Contracts Act (Dec 1996)
Prohibition of Segregated Facilities (Feb 1999)
Equal Opportunity (April 2002)
Equal Opportunity for Special Disabled
Veterans, Veterans of the Vietnam Era, and
other Eligible Veterans (Dec 2001)
Affirmative Action for Workers with Disabilities
(June 1998)
Employment Reports on Special Disabled
Veterans, Veterans of the Vietnam Era, and
other Eligible Veterans (Dec 2001)
Employment Eligibility Verification (Jan 2009)
Subcontracts for Commercial Items (May 2002)
Preference of U.S.-Flag Air Carriers (Jan 1997)
Preference for Privately Owned U.S.-Flag
Commercial Vessels (April 2003)
Prohibition on Persons Convicted of Fraud or
Other
Defense-Contract-Related
Felonies
(March 1999)
Subcontracts for Commercial Items and
Commercial Components (DOD Contracts)
March 2000)
Health and Safety on Government Installations
(June 1997)
The following clauses apply to this subcontract if the subcontract involves
provision of other than domestic components:
1.
2.
52.225-8
52.225-13
3.
252.225-7001
4.
252.225-7002
5.
252.225-7007
Duty-Free Entry (Feb 2000)
Restrictions on Certain Foreign Purchases (June
2008)
Buy American Act and Balance of Payments
Program (June 2005)
Qualifying Country Sources as Subcontractors
(April 2003)
Prohibition on Acquisition of United States
Munitions List Items from Communist Chinese
Military Companies (Sept. 2006)
I-1
6.
252.225-7012
7.
252.225-7014
8.
252.225-7015
9.
252.225-7016
Preference for Certain Domestic Commodities
(March 2008)
Preference for Domestic Specialty Metals (June
2005)
Restriction on Acquisition of Hand or Measuring
Tools (June 2005)
Restriction on Acquisition of Ball and Roller
Bearings (March 2006)
The following clauses apply to this subcontract if the subcontract involves
provision of hazardous materials:
1.
52.223-3
2.
3.
4.
5.
52.223-11
52.223-14
252.223-7001
252.223-7006
6.
5352.223-9000
Hazardous Material Identification and Material
Safety Data (Jan 1997)
Para (b), Material Identification No: ‘If none,
insert “none”’ Ozone-Depleting Substances (May
2001)
Ozone-Depleting Substances (May 2001)
Toxic Chemical Release Reporting (Oct 2000)
Hazard Warning Labels (Dec 1991)
Prohibition on Storage and Disposal of Toxic and
Hazardous Materials (April 1993)
Elimination of Use of Class I Ozone Depleting
Substances (ODS) (April 2003)
Para (c), List of Class I ODSs ‘It is not
anticipated that performance of this contract will
require the use of any new Class I Ozone
Depleting Substances’;
The following clause (with noted deviation) applies to this subcontract if the
subcontract involves use of Government-furnished property as part of the
subcontract:
52.245-2
Government Property (Fixed Price Contracts)
(June 2003)
Paragraph d entitled, “Use of Government
Property” is deleted in its entirety and the
following language is inserted in lieu thereof:
“The Subcontractor shall use the Governmentfurnished property only in connection with this
Subcontract. The Subcontractor may also use
the Government-furnished property on other
Government
Subcontracts
by
requesting
authorization from Contractor.
The “other
Government contracts”’ Contracting Officer as
well as the Contractors’ Administrative
Contracting Officer must approve such usage.
The Subcontractor shall maintain adequate
property control records in accordance with
sound industrial practice and will make such
records available for Government inspection at
all reasonable times, unless the clause at
Federal Acquisition Regulation
52.245-1,
I-2
Property Records,
Subcontract.”
is
included
in
this
The following FAR clauses apply to this subcontract if the subcontract equals or
exceeds $500,000 unless waived in writing by the Contractor:
1.
52.219-9
Small Business Subcontracting Plan (Jan 2002)
- Alternate II (Oct 2001)
2.
3.
52.230-2
Cost Accounting Standards (April 1998)
52.230-3
Disclosure and Consistency of Cost Accounting
Practices (April 1998)
4.
52.230-6
Administration
of
Standards (Nov 1999)
5.
252.219-7003
6.
252.226-7001
Small, Small Disadvantaged and Women-Owned
Small Business Subcontracting Plan (DOD
Contracts) (April 1996)
Utilization of Indian Organizations and IndianOwned Economic Enterprises-DOD Contracts
(Sep 2001)
I-3
Cost
Accounting
SECTION I
I.2
GENERAL PROVISIONS (NON-COMMERCIAL ITEMS)
CLAUSES INCORPORATED BY REFERENCE
Contract Clauses are hereby incorporated by reference from the FAR, Defense FAR Sup,
Air Force FAR Sup, and the Air Force Material Command FAR Sup, and the effective
dates are those of the Prime Contract F40600-03-C-0001.
FEDERAL ACQUISITION REGULATION CONTRACT CLAUSES:
NO.
CLAUSE NO.
CLAUSE TITLE
1.
2.
3.
4.
52.202-1
52.203-3
52.203-5
52.203-6
5.
6.
52.203-7
52.203-8
7.
52.203-10
8.
52.203-12
9.
10.
52.204-2
52.204-4
11.
52.208-8
12.
52.205-9
13.
52.209-6
14.
15.
52.211-5
52.211-15
16.
17.
52.215-2
52.215-10
18.
52.215-11
19.
20.
52.215-12
52.215-13
21.
22.
52.215-14
52.215-15
23.
52.215-18
24.
25.
26.
52.215-19
52.216-7
52.219-8
Definitions (Dec 2001) – Alternate I (May 2001)
Gratuities (Apr 1984)
Covenant Against Contingent Fees (Apr 1984)
Restrictions on Subcontractor Sales to the
Government (Jul 1995)
Anti-Kickback Procedures (Jul 1995)
Cancellation, Rescission, and Recovery of
Funds for Illegal or Improper Activity (Jan 1997)
Price or Fee Adjustment for Illegal or Improper
Activity (Jan 1997)
Limitation on Payments to Influence Certain
Federal Transactions (Jun 1997)
Security Requirements (Aug 1996)
Printed or Copied Double-Sided on Recycled
Paper (Aug 2000)
Required Sources for Helium and Helium Usage
Data (Apr 2002)
Contractor Use of Mandatory Sources of Supply
or Services (Feb 2002)
Protecting the Government’s Interest When
Subcontracting with Contractors Debarred,
Suspended, or Proposed for Debarment (Jul
1995)
Material Requirements (Aug 2000)
Defense Priority and Allocation Requirements
(Sep 1990)
Audit and Records – Negotiation (Jun 1999)
Price Reduction for Defective Cost or Pricing
Data (Oct 1997)
Price Reduction for Defective Cost or Pricing
Data – Modifications (Oct 1997)
Subcontractor Cost or Pricing Data (Oct 1997)
Subcontractor Cost or Pricing Data –
Modifications (Oct 1997)
Integrity of Unit Prices (Oct 1997)
Pension Adjustments and Asset Reversions
(Dec 1998)
Reversion or Adjustment of Plans for
Postretirement Benefits (PRB) Other Than
Pensions (Oct 1997)
Notification of Ownership Changes (Oct 1997)
Allowable Cost and Payment (Feb 2002)
Utilization of Small Business Concerns (Oct
2000)
I-4
27.
52.219-9
28.
52.219-25
29.
52.222-1
30.
52.222-4
31.
32.
33.
34.
35.
52.222-6
52.222-7
52.222-8
52.222-9
52.222-10
36.
37.
38.
52.222-11
52.222-12
52.222-13
39.
52.222-14
40.
41.
52.222-15
52.222-19
42.
43.
44.
45.
52.222-20
52.222-21
52.222-26
52.222-27
46.
52.222-30
47.
52.222-35
48.
52.222-36
49.
52.222-37
50.
52.222-41
51.
52.222-47
52.
53.
52.222-54
52.223-3
54.
52.223-5
55.
56.
57.
58.
59.
52.223-6
52.223-7
52.223-10
52.223-11
52.223-12
60.
61.
52.223-14
52.224-2
Small Business Subcontracting Plan (Jan 2002)
– Alternate II (Oct 2001)
Small Disadvantaged Business Participation
Program - Disadvantaged Status and Reporting
(Oct 1999)
Notice to the Government of Labor Disputes
(Feb 1997)
Contract Work Hours and Safety Standards Act Overtime Compensation (Sep 2000)
Davis-Bacon Act (Feb 1995)
Withholding of Funds (Feb 1988)
Payrolls and Basic Records (Feb 1988)
Apprentices and Trainees (Feb 1988)
Compliance with Copeland Act Requirements
(Feb 1988)
Subcontracts (Labor Standards) (Feb 1988)
Contract Termination – Debarment (Feb 1988)
Compliance with Davis-Bacon and Related Act
Regulations Feb 1988)
Disputes Concerning Labor Standards (Feb
1988)
Certification of Eligibility (Feb 1988)
Child Labor - Cooperation with Authorities and
Remedies (Sep 2002)
Walsh-Healey Public Contracts Act (Dec 1996)
Prohibition of Segregated Facilities (Feb 1999)
Equal Opportunity (Apr 2002)
Affirmative Action Compliance Requirements for
Construction Feb 1999)
Davis-Bacon Act - Price Adjustment (None or
Separately Specified Method) (Dec 2001)
Equal Opportunity for Special Disabled
Veterans, Veterans of the Vietnam Era, and
other Eligible Veterans (Dec 2001)
Affirmative Action for Workers with Disabilities
Jun 1998)
Employment Reports on Special Disabled
Veterans, Veterans of the Vietnam Era, and
other Eligible Veterans (Dec 2001)
Service Contract Act of 1965, as Amended (May
1989)
Service Contract Act (SCA) Minimum Wages
and Fringe Benefits (May 1989)
Employment Eligibility Verification (Jan 2009)
Hazardous Material Identification and Material
Safety Data (Jan 1997)
Pollution
Prevention
and
Right-To-Know
Information (Aug 2003) – Alternate 1 (Aug 2003)
Drug-Free Workplace (May 2001)
Notice of Radioactive Materials (Jan 1997)
Waste Reduction Program (Aug 2000)
Ozone-Depleting Substances (May 2001)
Refrigeration Equipment and Air Conditioners
(May 1995)
Toxic Chemical Release Reporting (Oct 2000)
Privacy Act (Apr 1984)
I-5
62.
63.
52.225-8
52.225-13
64.
65.
52.227-1
52.227-2
66.
67.
52.227-3
52.227-4
68.
52.227-10
69.
52.227-12
70.
52.228-5
71.
72
73.
52.229-3
52.230-2
52.230-6
74.
75.
76.
52.232-1
52.232-8
52.232-9
77.
78.
79.
80.
81.
52.232-11
52.232-17
52.232-22
52.232-23
52.232-25
82.
52.232-33
83.
84.
52.233-1
52.233-3
85
52.237-2
86.
87.
88.
89.
52.237-3
52.239-1
52.242-13
52.243-1
90.
91.
52.243-6
52.243-7
92.
52.244-2
93.
94.
52.244-6
52.245-2
Duty-Free Entry (Feb 2000)
Restrictions on Certain Foreign Purchases (Jun
2008)
Authorization and Consent (Jul 1995)
Notice and Assistance Regarding Patent and
Copyright Infringement Aug 1996)
Patent Indemnity (Apr 1984)
Patent Indemnity - Construction Contracts (Apr
1984)
Filing of Patent Applications - Classified Subject
Matter (Apr 1984)
Patent Rights - Retention by the Contractor
(Long Form) (Jan 1997)
Insurance - Work on a Government Installation
(Jan 1997)
Federal, State, and Local Taxes (Apr 2003)
Cost Accounting Standards (Apr 1998)
Administration of Cost Accounting Standards
(Nov 1999)
Payments (Apr 1984)
Discounts for Prompt Payment (Feb 2002)
Limitation on Withholding of Payments (Apr
1984)
Extras (Apr 1984)
Interest (Jun 1996)
Limitation of Funds (Apr 1984)
Assignment of Claims (Jan 1986)
Prompt Payment (Feb 2002) – Alternate I (Feb
2002)
Payment by Electronic Funds Transfer - Central
Contractor Registration (May 1999)
Disputes (Jul 2002) - Alternate I (Dec 1991)
Protest After Award (Aug 1996) – Alternate I
(Jun 1985)
Protection of Government Buildings, Equipment,
and Vegetations (Apr 1984)
Continuity of Services (Jan 1991)
Privacy or Security Safeguards (Aug 1996)
Bankruptcy (Jul 1995)
Changes - Fixed Price (Aug 1987) - Alternate II
(Apr 1984)
Change Order Accounting (Apr 1984)
Notification of Changes (Apr 1984)
Para (b, Number of calendar days is ’30 days,’
Para (d), Number of calendar days is ’30 days’
Subcontracts (Aug 1998) - Alternate I (Aug
1998)
Para (e), Contractor shall obtain the Contracting
Officer’s written consent before placing the
following subcontracts: ‘All subcontracts in
excess of $100,000,’ Para (k), the following
subcontracts which were evaluated during
negotiations: ‘To be Determined’
Subcontracts for Commercial Items (May 2002)
Government Property (Fixed Price Contracts)
(Aug 2002)
I-6
95.
96.
97.
98.
99.
52.246-2
52.246-4
52.246-25
52.247-63
52.249-2
100.
101.
52.251-1
52.253-1
DEFENSE FEDERAL
CLAUSES
Inspection of Supplies - Fixed Price (Aug 1996)
Inspection of Services - Fixed Price (Aug 1996)
Limitation of Liability – Services (Feb 1997)
Preference for U.S.-Flag Air Carriers (Jan 1997)
Termination for Convenience of the Government
(Fixed-Price) (Sep 1996)
Government Supply Sources (Apr 1984)
Computer Generated Forms (Jan 1991)
ACQUISITION
1.
2.
252.201-7000
252.203-7001
3.
4.
5.
252.203-7002
252.204-7000
252.204-7002
6.
252.204-7003
7.
252.304-7004
8.
252.204-7005
9.
252.205-7000
10.
252.209-7000
11.
252.209-7004
12.
13.
252.215-7000
252.219-7003
14.
15.
16.
252.223-7001
252.223-7004
252.223-7006
17.
252.223-7007
18.
252.225-7001
19.
252.225-7002
20.
252.225-7007
21.
252.225-7012
22.
252.225-7014
REGULATION
SUPPLEMENT
CONTRACT
Contracting Officer’s Representative (Dec 1991)
Prohibition on Persons Convicted of Fraud or
Other Defense-Contract-Related Felonies (Mar
1999)
Display of DOD Hotline Poster (Dec 1991)
Disclosure of Information (Dec 1991)
Payment for Subline Items Not Separately
Priced (Dec 1991)
Control of Government Personnel Work Product
(Apr 1992)
Required Central Contractor Registration (Nov
2001)
Oral Attestation of Security Responsibilities (Nov
2001)
Provision of Information to Cooperative
Agreement Holders (Dec 1991)
Acquisition from Subcontractors Subject to OnSite Inspection Under the Intermediate-Range
Nuclear Forces (INF) Treaty (Nov 1995)
Subcontracting With Firms That Are Owned or
Controlled by the Government of a Terrorist
Country (Mar 1998)
Pricing Adjustments (Dec 1991)
Small, Small Disadvantaged and WomenOwned Small Business Subcontracting Plan
(DOD Contracts) (Apr 1996)
Hazard Warning Labels (Dec 1991)
Drug-Free Work Force (Sep 1988)
Prohibition on Storage and Disposal of Toxic
and Hazardous Materials (Apr 1993)
Safeguarding Sensitive Conventional Arms,
Ammunition, and Explosives (Sep 1999)
Buy American Act and Balance of Payments
Program (Jun 2005)
Qualifying Country Sources as Subcontractors
(Apr 2003)
Prohibition on Acquisition of United States
Munitions List Items from Communist Chinese
Military Companies (Sep 2006)
Preference for Certain Domestic Commodities
(Mar 2008)
Preference for Domestic Specialty Metals (Jun
2005)
I-7
23.
252.225-7015
24.
252.225-7016
25.
26.
252.225-7025
252.225-7026
27.
28.
252.225-7031
252.225-7037
29.
252.226-7001
30.
252.227.7013
31.
252.227-7014
32.
33.
34.
252.227-7016
252.227-7020
252.227-7025
35.
252.227-7030
36.
37.
252.227-7033
252.227-7036
38.
252.227-7037
39.
40.
41.
252.231-7000
252.235-7003
252.235-7010
42.
43.
252.235-7011
252.239-7000
44.
252.239-7016
45.
46.
47.
48.
252.242-7000
252.243-7001
252.243-7002
252.244-7000
49.
50.
51.
252.245-7001
252.247-7023
252.247-7024
Restriction on Acquisition of Hand or Measuring
Tools (Jun 2005)
Restriction on Acquisition of Ball and Roller
Bearings (Mar 2006)
Restriction on Acquisition of Forgings (Jun 1997)
Reporting of Contract Performance Outside the
United States (Jun 2000)
Secondary Arab Boycott of Israel (Jun 1992)
Duty-Free Entry - Eligible End Products (Aug
2000)
Utilization of Indian Organizations and IndianOwned Economic Enterprises-DOD Contracts
(Sep 2001)
Rights in Technical Data - Noncommercial Items
(Nov 1995)
Rights in Noncommercial Computer Software
and
Noncommercial
Computer
Software
Documentation (Jun 1995)
Rights in Bid or Proposal Information (Jun 1995)
Rights in Special Works (Jun 1995)
Limitations on the Use or Disclosure of
Government-Furnished Information Marked with
Restrictive Legends (Jun 1995)
Technical Data--Withholding of Payment (Mar
2000)
Rights in Shop Drawings (Apr 1966)
Declaration of Technical Data Conformity (Jan
1997)
Validation of Restrictive Markings on Technical
Data (Sep 1999)
Supplemental Cost Principles (Dec 1991)
Frequency Authorization (Dec 1991)
Acknowledgment of Support and Disclaimer
(May 1995)
Para (a), name of contracting agency(ies):
‘United States Air Force,’
Para (a), contract number(s): ‘F40600-03-C0001,’
Para (b), name of contracting agency(ies):
‘United States Air Force’
Final Scientific or Technical Report (Sep 1999)
Protection Against Compromising Emanations
(Dec 1991)
Telecommunications
Security
Equipment,
Devices, Techniques, and Services (Dec 1991)
Postaward Conference (Dec 1991)
Pricing of Contract Modifications (Dec 1991)
Requests for Equitable Adjustment (Mar 1998)
Subcontracts for Commercial Items and
Commercial Components (DOD Contracts) (Mar
2000)
Reports of Government Property (May 1994)
Transportation of Supplies by Sea (May 2002)
Notification of Transportation of Supplies by Sea
(Mar 2000)
I-8
52.
252.251-7000
Ordering From Government Supply Sources
(Oct 2002)
Para (e), Contractor’s address is ‘ATA, 100
Kindel Drive, Suite A-239, Arnold AFB, TN
37389-8000’ Para (e), Government remittance
address is ‘N/A’
AIR FORCE FEDERAL ACQUISITION REGULATION SUPPLEMENT CONTRACT
CLAUSE
1.
5352.204-9000
2.
5352.223-9000
3.
5352.223-9001
Notification of Government Security Activity and
Visitor Group Security Agreements (Apr 2003)
Elimination of Use of Class I Ozone Depleting
Substances (ODS) (Apr 2003)
Para (C), List of Class 1 ODSs. ‘It is not
anticipated that performance of this contract will
require the use of any new Class I Ozone
Depleting Substances’
Health and Safety on Government Installations
(Jun 1997)
AIR FORCE MATERIALCOMMAND
SUPPLEMENT CONTRACT CLAUSES
1.
5352.227-9000
2.
5352.227-9002
3.
5352.245-9004
4.
5352.247-9011
FEDERAL
ACQUISITION
REGULATION
Export-Controlled Data Restrictions (AFMC) (Jul
1997)
Visit Requests by Foreign-Owned or Controlled
Firms (AFMC) (Jul 1997)
Base Support (AFMC) (Jul 1997) - Alternate I)
(Jul 1997)
Para (e), List Installations ‘Arnold AFB TN and
Tunnel 9, White Oak MD,’
Para (f), List Support Items
(a) ‘Commercial utilities
(b) Immunizations required for overseas
travel by Contractor employees.
(c) Training which is available only through Air
Force provided training facilities.
(d) Government Bills of Lading as appropriate.
(e) Facilities and equipment.
(f) Communication services and equipment
as appropriate.
(g) Industrial gases, fuels and lubricating oils.
(h) Instrument calibration which exceeds
AEDC capabilities.’
Packaging and Marking of Hazardous Materials
(AFMC) (Sep 1998)
I-9
PART III - LIST OF ATTACHMENTS
SECTION J
LIST OF DOCUMENTS, EXHIBITS AND ATTACHMENTS
APPLICABLE TO THIS SUBCONTRACT
J.1
LIST OF DOCUMENTS (If Applicable)
J.2
EXHIBITS (If Applicable)
J.3
ATTACHMENTS (If Applicable)
Add any drawings, forms, etc. applicable to the subcontract as
ATTACHMENTS
PART IV - REPRESENTATIONS AND INSTRUCTIONS
SECTION K
REPRESENTATIONS, CERTIFICATIONS AND ACKNOWLEDGMENTS
SECTION K
I.
REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS
THE FOLLOWING REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS MUST BE
COMPLETED BY THE OFFEROR.
A.
SUBCONTRACTOR BUSINESS TYPE REPRESENTATION
It is the policy of ATA that small business and small business concerns owned and controlled by socially and
economically disadvantaged individuals have the maximum practicable opportunity to participate in the
performance of subcontracts.
As defined by the Government, please indicate whether your company is: (CHECK ALL THAT APPLY)
SMALL BUSINESS CONCERN
BUSINESS TYPE

SMALL BUSINESS

CORPORATION

SMALL DISADVANTAGED

SOLE-PROPRIETORSHIP

HUBZONE

PARTNERSHIP

VETERAN-OWNED

WOMAN-OWNED

SERVICE-DISABLED VETERAN OWNED

HISTORICALLY BLACK COLLEGE/MINORITY INSTITUTIONS
Eligibility as a SMALL BUSINESS CONCERN is based upon the definitions contained in FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS.
B.
BUY AMERICAN--BALANCE OF PAYMENTS PROGRAM CERTIFICATE (APR 2003)
(a) Definitions. “Domestic end product,” “foreign end product,” “qualifying country,” and “qualifying country
end product” have the meanings given in the Buy American Act and Balance of Payments Program
clause of this solicitation.
(b) Evaluation. ATA-(1) Will evaluate offers in accordance with the policies and procedures of Part 225 of the Defense
Federal Acquisition Regulation Supplement; and
(2) Will evaluate offers of qualifying country end products without regard to the restrictions of the Buy
American Act or the Balance of Payments Program.
(c) Certifications and identification of country of origin.
(1) For all line items subject to the Buy American Act and Balance of Payments Program clause of this
solicitation, the offeror certifies that –
(i)
Each end product, except those listed in paragraphs (c)(2) or (3) of this provision, is a
domestic end product; and
(ii) Components of unknown origin are considered to have been mined, produced, or
manufactured outside the United States or a qualifying country.
(2) The offeror certifies that the following end products are qualifying country end products:
Line Item Number
Country of Origin
_______________________________
__________________________________
(3) The following end products are other foreign end products:
Line Item Number
Country of Origin
_______________________________
__________________________________
K-1
II.
THE FOLLOWING REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS MUST BE
COMPLETED BY THE OFFEROR IF THE OFFER EXCEEDS $10,000.
A.
B.
CERTIFICATION OF NONSEGREGATED FACILITIES (APR 84)
1.
“Segregated facilities,” as used in this provision, means any waiting rooms, work areas, rest rooms and
wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or
dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and
housing facilities provided for employees, that are segregated by explicit directive or are in fact
segregated on the basis of race, color, religion, or national origin because of habit, local custom, or
otherwise.
2.
By the submission of this proposal/bid, the offeror certifies that it does not and will not maintain or
provide for its employees any segregated facilities at any of its establishments, and that it does not and
will not permit its employees to perform their services at any location under its control where segregated
facilities are maintained. The offeror agrees that a breach of this certification is a violation of the Equal
Opportunity clause in the Subcontract.
3.
The offeror further agrees that (except where it has obtained identical certifications from proposed
Subcontractors for specific time periods) it will-a.
Obtain identical certifications from proposed Subcontractors before the award of Subcontracts
under which the Subcontractor will be subject to the Equal Opportunity clause;
b.
Retain the certifications in the files; and
c.
Forward the following notice to the proposed Subcontractors (except if the proposed
Subcontractors have submitted identical certifications for specific time periods):
NOTICE TO PROSPECTIVE SUBCONTRACTORS OR REQUIREMENT OF CERTIFICATIONS OF
NONSEGREGATED FACILITIES
A Certification of Nonsegregated Facilities must be submitted before the award of a subcontract under which
the subcontract will be subject to the Equal Opportunity clause. The certification may be submitted either for
each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually).
NOTE: The penalty for making false statements in proposals/bids is prescribed in 18 U.S.C. 1001.
C.
PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 1984)
The offeror represents that--
D.
1.
It has _______, has not ________ participated in a previous Contract or Subcontract subject either to
the Equal Opportunity clause of this solicitation, the clause originally contained in Section 301 of
Executive Order No. 10925, or the clause contained in Section 201 of Executive Order No. 11114;
2.
It has _______, has not ________, filed all required compliance reports; and
3.
Representation indicating submission of required compliance reports, signed by proposed
Subcontractors, will be obtained before Subcontract awards.
AFFIRMATIVE ACTION COMPLIANCE (APR 1984)
The offeror represents that (1) ________ it has developed and has on file, ________ has not developed and
does not have on file, at each establishment, affirmative action programs required by the rules and
regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (2) ________ it has not previously had
Contracts subject to the written affirmative action programs requirements of the rules and regulations of the
Secretary of Labor.
III. THE FOLLOWING REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS MUST BE
COMPLETED BY THE OFFEROR IF THE OFFER EXCEEDS $25,000.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER
RESPONSIBILITY MATTERS (DEC 2001)
1.
a.
The Offeror certifies, to the best of its knowledge and belief, that-K-2
(1) The Offeror and any of its Principals-(a) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared
ineligible for the award of contracts or subcontract by any Federal agency;
(b) Have ( ) have not ( ), within a 3-year period preceding this offer, been convicted of or had
a civil judgment rendered against them for: commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, state, or
local) contract or subcontract; violation of Federal or State antitrust status relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification
or destruction of records, making false statements, or receiving stolen property; and
(c) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a
government entity with, commission of any of the offenses enumerated in subdivision
(a)(s)(i)(B) of this provision.
(2) The Offeror has ( ) has not ( ), within a 3-year period preceding this offer, had one or more
contracts terminated for default by any Federal agency.
b.
“Principals,” for the purposes of this certification, means officers; directors; owners; partners; and,
persons having primary management or supervisory responsibilities within a business entity (etc.,
general manager; plant manager; head of a subsidiary, division, or business segment, and similar
positions).
This certification concerns a matter within the jurisdiction of an agency of the United States and the
making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution
under section 100, title 18, United States Code.
2.
The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to
contract award, the Offeror learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
3.
A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in
withholding of an award under this solicitation. However, the certification will be considered in
connection with a determination of the Offeror’s responsibility. Failure of the Offeror to furnish a
certification or provide such additional information as requested by the Contracting Officer may render
the Offeror nonresponsive.
4.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render, in good faith, the certification required by paragraph (a) of this provision. The
knowledge and information of an Offeror is not required to exceed that which is normally possessed by
a prudent person in the ordinary course of business dealings.
5.
The certification in paragraph (a) of this provision is a material representation of fact upon which
reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an
erroneous certification, in addition to the other remedies available to the Government, the Contracting
Officer may terminate the Contract or subcontract resulting from this solicitation for default.
IV. THE FOLLOWING REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS MUST BE
COMPLETED BY THE OFFEROR IF THE OFFER EXCEEDS $100,000.
A.
REPRESENTATION OF EXTENT OF TRANSPORTATION BY SEA (AUG 1992)
(a) The Offeror shall indicate by checking the appropriate blank in paragraph (b) of this provision whether
transportation of supplies by sea is anticipated under the resultant subcontract. The term “supplies” is
defined in the Transportation of Supplies by Sea clause of this solicitation.
(b) Representation. The Offeror represents that it ---________ Does anticipate that supplies will be transported by sea in the performance of any
subcontract resulting from this solicitation.
________ Does not anticipate that supplies will be transported by sea in the performance of any
subcontract resulting from this solicitation.
(c) Any subcontract resulting from this solicitation will include the Transportation of Supplies by Sea clause.
If the Offeror represents that it will not use ocean transportation, the resulting subcontract will also
K-3
include the Defense FAR Supplement clause at 252.247-7024, Notification of Transportation of
Supplies by Sea.
B.
CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS (APR 1991)
(a) The definitions and prohibitions contained in the clause, at FAR 52.203-12, Limitation on Payments to
Influence Certain Federal Transactions, included in this solicitation, are hereby incorporated by
reference in paragraph (b) of this certification.
(b) The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief that on or
after December 23, 1989,-(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress on his or her behalf in
connection with the awarding of any Federal contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment or modification of any Federal contract, grant, loan, or
cooperative agreement;
(2) If any funds other than Federal appropriated funds (including profit or fee received under a covered
Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress on his or her behalf in connection with this
solicitation, the offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure
of Lobbying Activities, to the Contracting Officer; and
(3) He or she will include the language of this certification in all subcontract awards at any tier and
require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose
accordingly.
(c) Submission of this certification and disclosure is a prerequisite for making or entering into this contract
imposed by section 1352, title 31, United States Code. Any person who makes an expenditure
prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended
by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than
$100,000, for each such failure.
V.
THE FOLLOWING REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS MUST BE
COMPLETED BY THE OFFEROR IF THE OFFER EXCEEDS $500,000.
COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (APRIL 2000)
Note: This notice does not apply to small businesses or foreign governments.
This notice is in three parts, identified by Roman numerals I through III.
Offerors shall examine each part and provide the requested information in order to determine Cost
Accounting Standards (CAS) requirements applicable to any resultant subcontract.
If the offeror is an educational institution, Part II does not apply unless the contemplated subcontract will be
subject to full or modified CAS-coverage pursuant to 9903.201-2(c) or 9903.201-2(c)(6).
I.
DISCLOSURE STATEMENT - COST ACCOUNTING PRACTICES AND CERTIFICATION
(a) Any subcontract in excess of $500,000 resulting from this solicitation, except for those subcontracts
which are exempt as specified in 9903.201-1.
(b) Any offeror submitting a proposal which, if accepted, will result in a subcontract subject to the
requirements of 48 CFR, Chapter 99 must, as a condition of contracting, submit a Disclosure
Statement as required by 9903.202. When required, the Disclosure Statement must be submitted
as a part of the offeror’s proposal under this solicitation unless the offeror has already submitted a
Disclosure Statement disclosing the practices used in connection with the pricing of this proposal.
If an applicable Disclosure Statement has already been submitted, the offeror may satisfy the
requirement for submission by providing the information requested in paragraph (c) of Part 1 of this
provision.
K-4
CAUTION: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure
Statement shall not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-topractice for pricing proposals or accumulating and reporting subcontract performance cost data.
(c) Check the appropriate box below:
 (1) Certificate of Concurrent Submission of Disclosure Statement.
The offeror hereby certifies that, as part of the offer, copies of the Disclosure Statement have been
submitted as follows
(i)
original and one copy to the cognizant Administrative Contracting Officer (ACO), or
cognizant Federal agency official authorized to act in that capacity, as applicable, and
(ii) one copy to the cognizant Federal auditor
(Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may
be obtained from the cognizant ACO or cognizant Federal agency official acting in that
capacity and/or from the looseleaf version of the Federal Acquisition Regulation.)
Date of Disclosure Statement: _______________________
Name and Address of Cognizant ACO or Federal Official where filed: ______________________
The offeror further certifies that practices used in estimating costs in pricing this proposal are
consistent with the cost accounting practices disclosed in the Disclosure Statement.
 (2) Certificate of Previously Submitted Disclosure Statement.
The offeror hereby certifies that the required Disclosure Statement was filed as follows:
Date of Disclosure Statement ________________________
Name and Address of Cognizant ACO or Federal Official where filed: ______________________
The offeror further certifies that the practices used in estimating costs in pricing this proposal are
consistent with the cost accounting practices disclosed in the applicable Disclosure Statement.
 (3) Certificate of Monetary Exemption.
The offeror hereby certifies that the offeror, together with all divisions, subsidiaries, and affiliates
under common control, did not receive net awards of negotiated prime contracts and subcontracts
subject to CAS totaling $50 million or more in the cost accounting period immediately preceding the
period in which this proposal was submitted. The offeror further certifies that if such status
changes before an award resulting from this proposal, the offeror will advise the Contracting Officer
immediately.
 (4) Certificate of Interim Exemption.
(i)
the offeror first exceeded the monetary exemption for disclosure, as defined in (3)
above, in the cost accounting period immediately preceding the period in which this
offer was submitted and
(ii) in accordance with 9903.202-1, the offeror is not yet required to submit a Disclosure
Statement. The offeror further certifies that if an award resulting from this proposal has
not been made within 90 days after the end of that period, the offeror will immediately
submit a revised certificate to the Contracting Officer, in the form specified under
subparagraphs (c)(1) or (c)(2) of Part 1 of this provision, as appropriate, to verify
submission of a completed Disclosure Statement.
CAUTION: Offerors currently required to disclose because they were awarded a CAS-covered prime
contract or subcontract of $50 million or more in the current cost accounting period may not claim this
exemption (4). Further, the exemption applies only in connection with proposals submitted before
expiration of the 90-day period following the cost accounting period in which the monetary exemption
was exceeded.
K-5
II.
COST ACCOUNTING STANDARDS - ELIGIBILITY FOR MODIFIED SUBCONTRACT COVERAGE
If the offeror is eligible to use the modified provisions of 9903.201-2(b) and elects to do so, the offeror
shall indicate by checking the box below. Checking the box below shall mean that the resultant
subcontract is subject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of
the Cost Accounting Standards clause.
 The offeror hereby claims an exemption from the Cost Accounting Standards clause under the
provisions of 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and
Consistency of Cost Accounting Practices clause because during the cost accounting period
immediately preceding the period in which this proposal was submitted, the offeror received less than
$50 million in awards of CAS-covered prime contracts and subcontracts. The offeror further certifies
that if such status changes before an award resulting from this proposal, the offeror will advise the
Contracting Officer immediately.
CAUTION: An offeror may not claim the above eligibility for modified subcontract coverage if this
proposal is expected to result in the award of a CAS-covered sub contract of $50 million or more or if,
during its current cost accounting period, the offeror has been awarded a single CAS-covered prime
contract or subcontract of $50 million or more.
III. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING SUBCONTRACTS
The offeror shall indicate below whether award of the contemplated subcontract would, in accordance
with subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost
accounting practices affecting existing contracts and subcontracts.

YES

NO
THE OFFEROR HEREBY CERTIFIES AND REPRESENT THE ABOVE TO BE ACCURATE.
NAME (TYPED): ____________________________________________________________________________________________
SIGNATURE: ______________________________________________________________________________________________
TITLE: ____________________________________________
DATE: ________________________________________________
COMPANY: ______________________________________________ _________________________________________________
K-6
PART IV - REPRESENTATIONS AND INSTRUCTIONS
SECTION L
PROPOSAL/BID INSTRUCTIONS
L.1
PREPARATION OF PROPOSAL
L.2
EXPLANATION TO PROSPECTIVE OFFERORS
L.3
SUBMISSION OF PROPOSAL/BID
L.4
EXCEPTIONS
L.5
METHOD OF PROPOSAL/BID SUBMISSION
L.6
COSTS INCURRED FOR SUBMISSION OF PROPOSAL
L.7
LATE SUBMISSIONS, MODIFICATIONS AND WITHDRAWAL OF
PROPOSALS/BIDS
L.8
BUY AMERICAN ACT
L.9
PROPOSALS/BIDS FOR EQUAL PRODUCTS/SERVICES TO
THOSE SPECIFIED
L.10 PROPOSALS/BIDS FOR SUPPLIES/SERVICES OTHER THAN
THOSE SPECIFIED
L.11 FACSIMILE PROPOSALS/BIDS (Optional)
L.12 VALIDITY OF PROPOSAL
L.13 GSA SCHEDULES
SECTION L
L.1
L.2
PROPOSAL/BID INSTRUCTIONS
PREPARATION OF PROPOSAL
a.
Offerors are expected to examine the drawings, specifications, Schedule, and all
instructions. Failure to do so will be at the offeror’s risk.
b.
Each offeror shall furnish the information required by the solicitation. The offeror
shall sign the Proposal Signature Page, and print or type the remaining information.
The person signing the proposal must initial erasures or other changes. An agent
who has the authority to legally bind the Subcontractor by this agreement must sign
the proposal.
c.
Offerors shall complete Table B-1. In case of discrepancy between a unit price and
an extended price, the unit price will be presumed to be correct, subject, however to
correction to the same extent and in the same manner as any other mistake.
EXPLANATION TO PROSPECTIVE OFFERORS
Any prospective offeror desiring an explanation or interpretation of the solicitation,
drawings, specifications, etc. must request it in writing soon enough to allow a reply to
reach all prospective offerors before the submission of their proposals. Oral explanations
or instructions given before the award of the Subcontract will not be binding. Any
information given to a prospective offeror concerning a solicitation will be furnished
promptly to all other prospective offerors as an amendment of the solicitation, if that
information is necessary in submitting proposals/bids or if the lack of it would be prejudicial
to any other prospective offerors.
L.3
SUBMISSION OF PROPOSAL/BID
A responsive proposal package shall contain the following:
a.
b.
c.
d.
e.
L.4
Section B, Table B-1, entitled “Supplies/Services and Prices”
Section G, Item G.3 and G.4a, Page G-1
Section K
Section L, Item L.3, Page L-1 (Optional)
Proposal Signature Page
EXCEPTIONS
If the Offeror takes exceptions (including clarifications or interpretations) to any of the
solicitation’s requirements (i.e., technical, contractual, or administrative), the Offeror shall
state the exceptions under separate cover, attached to their proposal.
The Offeror shall reference the applicable section of the RFP, state the reason for each
exception, and state any change in delivery schedule or increase or decrease in his
proposed price from the price quoted for compliance with the RFP.
L.5
METHOD OF PROPOSAL/BID SUBMISSION
The Subcontractor shall submit proposals/bids in a SEALED envelope by one of the
following methods addressed accordingly. NOTE: This is not a sealed bid.
L-1
a.
Proposals/bids submitted by U.S. Mail shall be addressed as follows:
Aerospace Testing Alliance (ATA)
Attn: _______________
1476 N. Hap Arnold Drive
Arnold Air Force Base, TN 37389-8000
Solicitation No. _______________
b.
Proposals/bids submitted by Commercial Carrier or Hand-Carried shall be
addressed as follows:
Aerospace Testing Alliance (ATA)
Attn: _______________
1476 N. Hap Arnold Drive
Arnold Air Force Base, TN 37389-8000
Solicitation No. _______________
L.6
COSTS INCURRED FOR SUBMISSION OF PROPOSAL
The Contractor shall not be liable for any costs incurred by the Subcontractor for the
preparation and submission of a proposal/bid for this solicitation.
L.7
LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWAL OF PROPOSALS/BIDS
a.
Any proposal received at the office designated in the solicitation after the exact time
specified for receipt will not be considered unless it is received before award is
made and it-(1)
Was sent by registered or certified mail not later than the fifth calendar day
before the date specified for receipt of proposal/bids (e.g., a proposal/bid
submitted in response to a solicitation requiring receipt of proposal/bids by
the 20th of the month must have been mailed by the 15th); or
(2)
Was sent by mail (or was a telegraphic proposal/bid if authorized), and it is
determined by the Contractor that the late receipt was due solely to
mishandling by the Contractor after receipt at the AEDC installation.
b.
Any modification or withdrawal of a proposal/bid is subject to the same conditions as
in paragraph a. above.
c.
The only acceptable evidence to establish the date of mailing of a late proposal/bid,
modification, or withdrawal sent either by registered or certified mail is the U.S. or
Canadian Postal Service postmark on the wrapper or on the original receipt from the
U.S. or Canadian Postal Service. If neither postmark shows a legible date, the
proposal/bid, modification, or withdrawal shall be processed as if mailed late.
“Postmark’ means a printed, stamped, or other wise placed impression (exclusive of
a postage meter machine impression) that is readily identifiable without further
action as having been supplied and affixed by employees of the U.S. or Canadian
Postal Service on the date of mailing. Therefore, offeror’s should request the postal
clerks to place a hand cancellation bull’s-eye postmark on both the receipt and the
envelope or wrapper.
d.
The only acceptable evidence to establish the time of receipt at the AEDC
installation is the time/date stamp of that installation on the proposal/bid wrapper or
other documentary evidence of receipt maintained by the installation.
L-2
L.8
L.9
L.10
e.
Notwithstanding paragraph a. above, a late modification of an otherwise successful
proposal/bid that makes its terms more favorable to the Contractor will be
considered at anytime it is received and may be accepted.
f.
A proposal/bid may be withdrawn in person by a bidder or its authorized
representative if, before the exact time set for receipt of proposal/bids, the identity of
the person requesting withdrawal is established and that person signs a receipt for
the proposal/bid.
BUY AMERICAN ACT
a.
This Subcontract is subject to the Buy American Act and Balance of Payments
Program DFARS 252.225-7001.
b.
The Offeror shall complete the certifications contained in Section K,
Representations, Certifications and Acknowledgments, which certifies that only
domestic products are being offered unless otherwise listed.
c.
Failure to comply with the Buy American Act could result in immediate Subcontract
suspension from the Contractor’s approved source list.
PROPOSALS/BIDS FOR EQUAL PRODUCTS/SERVICES TO THOSE SPECIFIED
a.
If the Offeror is proposing/bidding item(s) other than specified, this shall be indicated
in Section B, Table B-1, entitled “Supplies/Services and Prices.”
b.
Complete descriptive literature, drawings, specifications, etc., shall be furnished to
permit the Contractor to evaluate proposed “equals.”
PROPOSALS/BIDS FOR SUPPLIES/SERVICES OTHER THAN THOSE SPECIFIED
Proposals/bids for supplies/services other than those specified will not be considered
unless authorized by this solicitation.
L.11
FACSIMILE PROPOSALS/BIDS (Optional)
a.
Definition. “Facsimile proposal,” as used in this solicitation, means a proposal,
modification of a proposal, or withdrawal of a proposal that is transmitted to and
received by the Contractor via electronic equipment that communicates and
reproduces both printed and handwritten material.
b.
Offeror’s may submit facsimile proposals as responses to this solicitation. These
responses must arrive at the place, and by the time, specified in the solicitation.
c.
Facsimile proposals that fail to furnish required representations or information, or
that reject any of the terms, conditions, and provisions of the solicitation, may be
excluded from consideration.
d.
Facsimile proposals must contain the required signatures.
e.
The Contractor reserves the right to make award solely on the facsimile proposal.
However, if requested to do so by the Contractor, the apparently successful Offeror
agrees to promptly submit the complete original signed proposal.
L-3
L.12
f.
The telephone number of
_______________________.
receiving
facsimile
equipment
is
g.
If the Offeror chooses to transmit a facsimile proposal, the Contractor will not be
responsible for any failure attributable to the transmission or receipt of the facsimile
proposal including, but not limited to, the following:
(1)
Receipt of garbled or incomplete proposal.
(2)
Availability of condition of the receiving facsimile equipment.
(3)
Incompatibility between the sending and receiving equipment.
(4)
Delay in transmission or receipt of the proposal.
(5)
Failure of the Offeror to properly identify the proposal.
(6)
Illegibility of the proposal.
(7)
Security of the proposal data.
as
follows:
VALIDITY OF PROPOSAL
This proposal shall be valid and may be accepted by the Contractor for a period of ninety
(90) days following proposal due date.
L.13
GSA SCHEDULES
a.
The Contractor is authorized as a Prime Contractor to the United States Air Force to
purchase from General Services Administration Federal Supply Schedules.
b.
The offeror may propose GSA prices, terms and conditions and enclose the
applicable schedule.
L-4
PART IV - REPRESENTATIONS AND INSTRUCTIONS
SECTION M
EVALUATION FACTORS FOR AWARD
M.1
SUBCONTRACT AWARD
SECTION M
M.1
EVALUATION FACTORS FOR AWARD
SUBCONTRACT AWARD
a.
The Contractor will award a Subcontract resulting from this solicitation to the
responsible offeror whose proposal/bid conforming to the solicitation will be
most advantageous to the Contractor, cost or price and other factors,
specified elsewhere in this solicitation, considered.
b.
The Contractor may (1) reject any or all offers if such action is in the public
interest, (2) accept other than the lowest offer, and (3) waive informalities
and minor irregularities in offers received.
c.
The Contractor may award a subcontract on the basis of initial offers
received, without discussions. Therefore, each initial offer should contain
the offeror’s best terms from a cost or price and technical standpoint.
d.
Unless otherwise determined not to be in the Contractor’s best interest, the
Contractor will evaluate proposals for award purposes by adding the total
price for all items in Table B-1. The award of this Subcontract shall be made
in the aggregate to the lowest, responsive, responsible bidder whose bid
complies with all the requirements of this solicitation package.
e.
A written award or acceptance of proposal/bid mailed or otherwise furnished
to the successful offeror within the time for acceptance specified in the
proposal/bid shall result in a binding Subcontract without further action by
either party. Before the proposal specified expiration time, the Contractor
may accept a proposal whether or not there are negotiations after its receipt,
unless a written notice of withdrawal is received before award. Negotiations
conducted after receipt of a proposal do not constitute a rejection or
counteroffer by the Contractor.
M-1
REQUEST FOR PROPOSAL NO. ________________
SIGNATURE PAGE
In witness whereof, the Offeror hereto certifies and represents this information to
be accurate, complete, and submitted in accordance with all the terms and
conditions stated herein. The Offeror further certifies that the official signing this
proposal is acting in a legal capacity with the authority to obligate the Offeror.
COMPANY:
PHONE NO.
COMPANY REPRESENTATIVE (PLEASE PRINT)
SIGNATURE:
DATE:
TITLE:
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part i - the schedule - Aerospace Testing Alliance