4.23 Exhibit 1 SWO Procedure MESA.pdf

Dated: 4/16/2025

Exhibit No: 1

Subcontract No:

Subcontract Work Order (SWO) Procedure

1.0 Definitions

Subcontract Work Order (SWO): Bilateral document issued by JPL to authorize and define a subcontractor’s specific tasks or work to be performed under the general scope of the parent SWO subcontract under which the

SWO is issued. Each SWO is subject to the terms and conditions of the parent subcontract under which the

SWO is issued.

SWO Modification: Bilateral or unilateral document issued by JPL that modifies or terminates an active SWO.

Each modification bears the original SWO number, followed by a "00" number (for example, 001, 002, and

003 numbered consecutively).

Subcontract Number: Unique number assigned to the parent subcontract.

Note: The Subcontract is a mutually, legally binding agreement between Caltech/JPL and a subcontractor that obligates the subcontractor to furnish the supplies or services to JPL and JPL to pay for the supplies or services. The subcontract identifies the terms and conditions that govern the two parties.

SWO Number: Unique number assigned to each SWO - numbered consecutively.

Task SWO: The scope of work is described as a clearly defined task or job, with definite requirements expressed or with a specific end product (for example, a final report or hardware deliverable) required.

APO Number: Associated Purchase Order is the funding obligation for the SWO. JPL is obligated to pay for work performed as specified in the SWO. The APO number shall be referenced on all packing slips for hardware delivery and invoices.

Project/Task Codes: Unique alphanumeric identifier that corresponds to a JPL funding account. The Project code is represented by the first 6 digits and/or letters. The alphanumeric Task code can vary in length; used to track costs at the lowest task level established.

Category Z: Subcontractor personnel who perform task-based and level of effort statements of work for JPL, regardless of work location. Typically, there may be minimal JPL oversight specific to the task, however no

JPL management oversight of subcontractor employees. In accordance with each Subcontract’s General

Provision, CR “Insurance - Liability to Third Persons” and FP “Insurance and Indemnification”, Subcontractor will indemnify and immediately defend and hold NASA, Caltech/JPL harmless of any co-employment claims. JPL will not be liable for subcontractor personnel including lower-tier subcontractors, inclusive of 1099s. The Prime Subcontractor manages each SWO which includes their personnel and any lower-tiers assigned to the task. Named individuals will not be identified on the SWOs.

Work Title: Short, high-level description of the work ordered in the SWO that is to be performed by the subcontractor.

Refer To: Identifies where additional information or description of the SWO can be found within the SWO.

Three basic options can be chosen:

o Below Description – Additional detail about the work to be performed within the SWO is captured in the “Work Description” section of the SWO Form.

o Attachment(s) – Additional detail about the work to be performed within the SWO is captured in an attached document.

o Incremental Funding –Represents the amount of funding provided on a cost type, (and in limited instances, fixed-price subcontracts), subcontract where such amount is less than the total value of the subcontract.

Work Description: A basic summary of the work performed within the Subcontract.

Contract Technical Manager (CTM): JPL’s technical lead for subcontracted work and is responsible for the technical aspects of the subcontract.

Subcontracts Manager (SCM): Responsible for the business relationship that exists between JPL and the subcontractor. SCM, and their management, are the only roles authorized by Caltech to commit JPL financially and contractually in acquiring products and services. The SCM is responsible for the actions that transform purchase requests into subcontracts.

Task Manager: Requesting organization for the work, provides the funding for the work, and responsible for the oversight of the work to be performed and expenditures for the individual SWO task.

SWO Ceiling: Limitation of JPL’s obligation to pay for supplies or services. The subcontractor is not obligated to perform beyond the amount of the ceiling price, unless the ceiling price is bilaterally increased.

Foreign Person: Any natural person who is not a lawful permanent resident as defined by 8 U.S.C.

1101(a)(20) or who is not a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign governments and any agency or subdivision of foreign governments (e.g., diplomatic missions).

Quality Critical Item (QCI): Hardware that requires some level of Quality Assurance oversight to assure that materials, processing, assembly and test produce a product that meets requirements and leaves behind documented evidence that supports acceptance. This includes all Flight hardware, Qualification Units, Protoflight, and Engineering Models (EM) with the potential for Flight. Ground Support Equipment that interfaces with QCI where defects, failures, or incorrect usage could result in personnel injury, damage to flight hardware, or cause irrecoverable impact to schedule or costs has also been included.

Tracking Number (TN): Number generated by the online contract tool that is assigned to any type of request whether a new SWO or a modification to an existing SWO.

Statement of Work (SOW): Detailed description of the work performed within the subcontract. It may also specify skills, technologies to be used, and deliverables.

Start Date: Date when the SWO is requested to start.

End Date: Date when the SWO is expected to be completed.

Tracking Number: A number assigned to any type of request whether a new SWO or a modification to an existing SWO.

Financial Summary:

o Previous Amount - The amount (dollars) before the current SWO modification.

o Change Amount - The value of the work to be performed; i.e. the difference between the

Previous Amount and the New Amount as listed within the SWO.

o New Total Amount - For a basic (new) SWO, this data field represents the total value of the effort. When an existing SWO has been modified, this data field represents the updated total amount (i.e. the sum of the previous amount added to the change amount).

2.0 Introduction

The Statement of Work requirements can widely vary depending on the type of SOW being created.

2.1 Fixed Price (FP) SWO Requirements

The Statement of Work provides very specific details to describe the work to be performed, deliverables associated with the work, and timelines for deliverables. There should be absolutely no unknowns or “to be determined” items in defining the scope and schedule of the work to be performed by the subcontractor.

2.1.1 Fixed Price SWO – Fixed price and total amount allotted are required. If a FP SWO is incrementally funded, refer to Exhibit 12: Limitation of JPL’s Obligation Provisions dated

4/17/2025.

2.2 Cost Reimbursable (CR) Type SWO Requirements

The Statement of Work describes the specific tasks to be performed by the subcontractor, but there may be several unknowns (scope, schedule, resources, etc.) that may be better defined as the work progresses.

The unknowns within the Statement of Work should be minimized as much as possible up-front. A cost-type subcontract may or may not require specifying the number of hours required to complete the work.

2.2.1 Cost SWO – Estimated cost, fixed fee, total value, and total amount allotted are required. CR can be funded incrementally in accordance with Additional General Provision

“Limitation of Obligation and Limitation of Cost for Task SWO AND Limitation of

Obligation and Limitation of Funds for Task SWO”.

2.2.2 Estimated Cost: Applies only to Cost-type subcontracts. Represents the estimated amount to perform the effort, prior to the application of fee(s).

2.2.3 Total Amount Allotted: Represents the amount of funding available to a subcontractor, when the amount of funding on a subcontract is less that the entire subcontract value. Example:

Total subcontract value is $1 million, and total amount allotted is $300k. You would be able to add an additional $700k of funding, at which time the subcontract would be considered

“fully funded”.

3.0 Issuing New SWOs

The following steps describe the process that JPL will utilize to solicit the Subcontractor for proposal responses for new SWOs or modifications for increased work to be performed under the parent subcontract.

JPL will use an online contract tool to track and manage each SWO request. All information will be uploaded into the tool including the proposal responses.

3.1 JPL personnel requests work to be performed by completing and submitting a statement of work template to the CTM.

3.2 The CTM reviews the statement of work for technical applicability, start and end dates, and financial details. The CTM works with the JPL requestor to resolve any needed corrections/clarification. Once approved by the CTM, the request is then sent to the SCM for review.

3.3 The SCM verifies that work can be performed under the provided account code as specified in the request. Once approved, the SCM sends a solicitation to the subcontractor. The solicitation will include instructions on what is required in the proposed response.

3.4 In response to the solicitation, the subcontractor prepares and submits to JPL, at minimum:

3.4.1 A proposal cover sheet, signed by the proposer’s authorized representative, stating the proposed cost, fee, and total price shall be provided with each SWO proposal. Cover sheet shall also include the following:

3.4.1.1 Statement whether any employees of the subcontractor performing work on the SWO effort have previously been JPL employees.

3.4.1.2 Statement if the SWO does or does not involve foreign nationals employed or hosted by the subcontractor to include any related foreign subcontracts, and/or international participation via International Space Act Agreements with NASA or otherwise who may receive JPL-provided export-controlled information.

3.4.1.3 Statement that the prime subcontractor has reviewed for reasonableness the proposed costs of the lower-tier and how this reasonableness was established.

3.4.1.4 Identify any assumptions made in preparing the proposal response and any areas needing further JPL guidance.

3.4.2 Cost Proposal Breakdown including Direct Costs, Indirect Costs, Other Direct Costs with rationale and lower-tier cost elements

3.4.3 For each SWO proposal greater than $2.0 million, the pricing data must be certified in accordance with “Certificate of Current Cost or Pricing Data” unless an exception applies.

3.4.4 Technical Proposal including lower-tier information, technical capabilities of resources working the task, and assumptions

3.4.5 For each new SWO request, the subcontractor can provide multiple resource and lower-tier subcontracting options.

3.4.6 Any other requested information specified in the solicitation

3.4.7 Travel budgetary information for work not performed at the subcontractor’s facility or at non-

JPL sites.

3.5 The CTM and JPL Technical Representative are notified to review the subcontractor’s cost and technical proposals for reasonableness and verify that the hours proposed, and skill mix are technically acceptable and required to perform the work.

3.6 JPL will review the resumes of the subcontractor personnel as a part of evaluating the overall proposal and determining what is in JPL’s best interests in terms of meeting technical, cost, and schedule performance requirements.

3.6.1 If, based on the resumes, JPL may request to sit in on an interview with the individual(s). The interviews are entirely set up and managed by the subcontractor.

3.7 The SCM also reviews the subcontractor’s proposal responses and the CTM/Technical

Representative’s review for completeness and accuracy. The Subcontract Manager will conduct any negotiations, if required. An analysis of the cost/price proposal may be required by JPL’s Cost & Performance Analysis Group (CPAG).

3.8 The SCM prepares an SWO package consisting of SWO Form 7478, filed herein, and corresponding

Exhibits/Attachments. SCM sends the package to the subcontractor for review and electronic signature.

3.9 The subcontractor signs the SWO and uploads the fully executed new SWO or modification into the contract tool.

3.10 Upon full SWO execution, an automated notification from the contract tool is issued to all parties that work can begin. The subcontractor signs the SWO and sends it back to the SCM for finalization.

4.0 Revision

JPL may request a proposal revision based on JPL’s review of the proposal.

5.0 Competitive Determination

JPL intends to award multiple subcontracts for this effort, under which Subcontract Work Orders (SWOs), will be issued to authorize specific work tasks. JPL also may conduct competition at the SWO level and may issue

RFPs to all qualified companies for such work. Award for an SWO shall be based on a “best-value” basis, where price will be a significant factor in award, along with technical approach, staffing and labor mix, facilities and related experience as factors for selection.

6.0 Award Determination

Award for an SWO shall be based on a “best-value” basis, where price will be a significant factor in award, along with technical approach, staffing and labor mix, facilities and related experience as factors for award.

SUBCONTRACT WORK ORDER (SWO)

JPL 7478 Rev 5/22

SWO INFORMATION

Subcontract Number: Action Type: Choose an item.

Subcontract Type: Cost Type Proj/Task #:

SWO Number - Mod Number Effort Type: Choose an item. *

APO Number: Labor Type: Choose an item.

SUBCONTRACTOR INFORMATION

Subcontractor Name:

Subcontractor Address:

Other:

WORK DESCRIPTION

Work Title:

Start Date: Click or tap to enter a date. End Date: Click or tap to enter a date.

Refer To: ☐ Below Description ☐ Attachment(s) ☐ Incremental Funding

Work Description:

Other:

* Please fill out this section only if you chose “Level of Effort” under Effort Type.

Previous Hours Change Hours New Total Hours

Estimated Work Hours:

FINANCIAL SUMMARY

Financial Categories Previous Amount Change Amount New Amount

Estimated Cost

Fixed Fee:

Total Value:

Total Amount Allotted:

SIGNATURE BLOCKS

JPL Subcontracts Manager’s Name JPL Subcontracts Manager’s Signature Signature Date

Authorized Subcontractor’s Name Authorized Subcontractor’s Signature Signature Date