PESS_II_RFP_80ARC019R0003.pdf

80ARC019R0003

TABLE OF CONTENTS

A-1

SECTION A - SOLICITATION/CONTRACT FORM

Table of Contents and Section A pages are intentionally left blank.

B-1

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SUPPLIES AND/OR SERVICES TO BE PROVIDED (MAR 2016)

(a) This is a Single Award hybrid contract with a Firm Fixed Price (FFP) Contract Line Item (CLIN) for Phase-In and Cost-Plus-Fixed-Fee (CPFF) CLINs for Contract Management Office, Core requirements, and Indefinite Delivery/Indefinite Quantity (IDIQ) task order requirements under which Cost-Plus-Fixed-Fee task orders will be executed. This contract is for Project and Engineering Support Services. The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to perform and/or deliver the requirements and items in accordance with the Description/Specifications/Statement of Work (SOW) in Section C.

Item No. Description SOW QTY Unit 0001* 60 Day PHASE-IN (FFP) 5.0 1 Job

BASE PERIOD

0002**

Base Period - Project and Engineering Support Services II (PESS II) Contract Management Office (CMO) as set forth in Section F.1 and F.2 (CPFF)

4.0 1 Job

0003*** Base Period - PESS II - Core requirements as set forth in Section F.1 and F.2 (CPFF)

3.1 - 3.4 1 Job

0004****

Base Period -PESS II - Indefinite Delivery/Indefinite Quantity (IDIQ) task order requirements as set forth in Section F.1 and F.2 (CPFF)

6.0 TBD Based on Task

Order

*Only CLIN 0001, Phase-In will be funded at award.

**Contract Management CLIN performance will begin at the start of the base period of performance.

***Core requirements performance will begin shortly after award via technical direction as work packages.

****IDIQ CLIN will be initiated at award and performance under CLIN 0004 will commence with award of IDIQ task orders.

(b) Option Periods If Option Periods are exercised pursuant to Clause 52.217-9, “Option to Extend the Term of the Contract,” the Contract shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to furnish the items below in accordance with the Description/Specifications/ Statement of Work in Section C.

B-2

Item No. Description SOW QTY Unit

OPTION PERIOD 1

0005 Option Period 1 - PESS II - Contract Management Office

(CMO)

(CPFF)

SOW 4.0

1 Job

0006 Option Period 1 -PESS II - Core requirements as set forth in Section F.1 and F.2 (CPFF)

SOW

3.1-3.4 1 Job

0007 Option Period 1 - PESS II - Indefinite Delivery/Indefinite Quantity (IDIQ) as set forth in Section F.1 and F.2 (CPFF)

6.0 TBD Based on

Task Order

OPTION PERIOD 2

0008 Option Period 2 -PESS II - Contract Management Office

4.0

1 Job

0009 Option Period 2 - PESS II - Core

3.1-.3.4

0010 Option Period 2 -PESS II - Indefinite Delivery/Indefinite Quantity (IDIQ) as set forth in Section F.1 and F.2 (CPFF)

OPTION PERIOD 3

0011 Option Period 3 - PESS II - Contract Management Office

4.0

1 Job

0012 Option Period 3 - PESS II - Core

3.1-3.4

0013 Option Period 3 - PESS II - Indefinite Delivery/Indefinite Quantity (IDIQ) as set forth in Section F.1 and F.2 (CPFF)

B-3

(c) CLIN 0001 is a Firm Fixed Price item.

(d) If the estimated requirements under the Core requirements decrease or increases more than 10%, the Government reserves the right to renegotiate the Cost-Plus-Fixed-Fee value.

(e) CLINS 0004, 00007, 0010, and 0013 are Indefinite Delivery/Indefinite Quantity (IDIQ) where CPFF Task Orders may be issued in accordance with Clause NFS 1852.216-80, Task Ordering Procedure, by the Contracting Officer.

(f) The Government will order through the issuance of task orders, a minimum quantity of work of $1,000,000 under CLINs 0004, 0007, 0010, or 0013 on this contract. There will be no further obligation on the part of the Government to issue any task orders. The total maximum contract value of CLINs 0004, 0007, 0010, and 0013 (IDIQ) is $35,000,000.

1852.216-74 ESTIMATED COST AND FIXED FEE (DEC 1991)

The estimated cost of this contract for the CMO and Core Requirements is $To Be Proposed (TBP) exclusive of the fixed fee of $TBP. The total estimated cost and fixed fee is $TBP.

These costs will be cost-plus-fixed-fee completion in accordance with 16.306.(d)(1).

Below is a summary of the Estimated Cost Fixed Fee (broken out by CMO and Core Requirements for the Base and Option Periods.

CMO:

CMO Contract Value Summary

CMO Base Period - CLIN

CMO Option Period 1 - CLIN

Period 2 - CLIN

Period 3 -

CLIN 0011

CMO

Total

Estimated Cost $TBP $TBP $TBP $TBP $TBP Fixed Fee $TBP $TBP $TBP $TBP $TBP

Total CMO Cost and Fixed fee

$TBP $TBP $TBP $TBP $TBP

Core Requirements:

B-4

Core Requirements Contract Value Summary

Base Period -

CLIN 0003

Option Period 1 -

CLIN 0006

Option Period 2

- CLIN 0009

Option Period 3

- CLIN 0012

Total

Estimated Cost $TBP $TBP $TBP $TBP $TBP Fixed Fee $TBP $TBP $TBP $TBP $TBP

Total Core Requirements Cost and Fixed fee

$TBP $TBP $TBP $TBP $TBP

(End of clause)

1852.216-78 FIRM FIXED PRICE (DEC 1988)

The total firm fixed price of this contract (CLIN 0001 – Phase-In) is TBP.

1852.232-81 CONTRACT FUNDING (JUN 1990)

(a) CLIN 0002 – Contract Management Office:

(1) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government is $To Be Determined (TBD.) This allotment is for CLIN 0002 the following estimated period of performance: From effective date of contract through TBD.

(2) An additional amount of $TBD is obligated under the CLIN for payment of fee.

(b) CLIN 0003 – Core Requirements:

(1) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government is $TBD. This allotment is for CLIN 0003 the following estimated period of performance: From effective date of contract through TBD.

(2) An additional amount of $TBD is obligated under the CLIN for payment of fee.

(c) CLIN 0004 (IDIQ Task Order Requirements):

All IDIQ Task Orders will be issued separately. This clause will be included in each CPFF IDIQ Task Order issued and the following fill-ins will be completed.

(1) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of

B-6

CLIN 0004 – Total Estimated Cost Plus Fee

$TBD $TBD $TBD

B.2 LIMITATION ON PERIOD OF PERFORMANCE REGARDING TASK ORDERS

The period of performance for issuing task orders under this contract is twenty-four months from the start of the base period. This contract also includes three, one-year option periods which, if exercised by the Government, would increase the period of performance for issuing task orders through the exercised option period(s). Each individual task order will include its own period of performance. The period of performance of orders placed within the contract ordering period shall comply with the bona fide need rule and principles of federal appropriations law.

B.3 ESTIMATED COST INCREASES

(a) The Contractor shall notify the Contracting Officer in writing when the Contractor has reason to believe that the total cost for performance of this contract, or any individual task order, exclusive of any fee, will be either 10% greater or less than the total estimated cost stated in this contract or in the task order. Notification shall not be delayed pending preparation of a proposal.

(b) A proposal is required to support a request for an increase in the estimated cost of the contract or the task order. The proposal should be submitted as soon as possible after the above notification but no later than the incurred costs are within 75% of the estimated cost. This will allow adequate time for the Government to evaluate the proposal and to mutually establish any increase in estimated cost with the Contractor.

(c)(1) The proposal shall be submitted in the following format unless some other format is directed or approved by the Contracting Officer:

Incurred costs to date Projected cost to completion Total cost at completion Current negotiated estimated cost Requested increase in estimated cost

(c)(2) The “projected cost to completion” shall consist of the following “other than cost or pricing data” unless the Contracting Officer requests or approves the submittal of a greater or lesser amount of information:

B-7

(i) Elements of cost with supporting detail for estimated direct labor hours, direct and indirect rates, materials and subcontracts, and other elements.

(ii) Supporting explanation for the increases and projections, sufficient for the Government to understand the reasons for the increased estimated cost.

C-1

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 SPECIFICATIONS/STATEMENT OF WORK

The Contractor shall furnish the personnel, services, materials, and facilities necessary for or incidental to, performance of the requirements set forth herein. Work shall be accomplished in accordance with the Statement of Work, entitled “Project and Engineering Support Services II (PESS II),” which is incorporated in Section J(a) Attachment 1.

D-1

SECTION D - PACKAGING AND MARKING

1852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION (SEP 2005)

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT

(JAN 2011)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA

Technical Handbook (NASA-HDBK) 6003, Application of Data Matrix Identification Symbols to Aerospace Parts Using Direct Part Marking Methods/Techniques, and NASA Standard (NASA-STD) 6002, Applying Data Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property: and, (2) contain the data and data format required by the standards. This requirement includes deliverable equipment listed in the schedule and other equipment when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer.

(b) Equipment shall be marked in a location that will be human readable, without disassembly or movement of the equipment, when the items are placed in service unless such placement would have a deleterious effect on safety or on the item’s operation.

(c) Concurrent with equipment delivery or transfer, the Contractor shall provide the following data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

(4) An explanation of the data used to make the unique identification number.

(d) For equipment no longer needed for contract performance and physically transferred under paragraph (a) of this clause, the following additional data is required:

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the NASA center receiving activity listed below:

TBD

D-2

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts that require delivery of equipment.

E-1

SECTION E - INSPECTION AND ACCEPTANCE

52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT (APR 1984)

52.246-9 INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM) (APR

1984)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed in Section 2.0 of

Section J(a) Attachment 1 SOW and as provided with work packages on an as needed basis.

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in—

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require—

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

F-1

SECTION F - DELIVERIES OR PERFORMANCE

52.242-15 STOP-WORK ORDER (AUG 1989) ALTERNATE I (APR 1984)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

ARC 52.249-90 NOTICE OF DELAY (FEB 1997)

If, because of technical difficulties, the Contractor becomes unable to complete the contract work at the time specified, notwithstanding the exercise of good faith and diligent efforts in performing the work called for under this contract, the Contractor shall give the Contracting Officer written notice of the anticipated delay and the reasons for it. The notice and reasons shall be delivered promptly after the condition creating the anticipated delay becomes known to the Contractor but in no event less than 45 days before the completion date specified in this contract, unless otherwise permitted by the Contracting Officer. When notice is given, the Contracting Officer may extend the time specified in the Schedule for such period as is deemed advisable.

F.1 PERIOD OF PERFORMANCE

The performance for this contract is set forth below.

(a) PHASE-IN (CLIN 0001) The performance of the Phase-in shall be for sixty (60) days from the effective date of the contract.

(b) BASE PERIOD (CLINs 0002, 0003, and 0004) The performance of the Base Period shall be for twenty-four (24) months from the end of the Phase-in.

(c) OPTION PERIOD 1 (CLINs 0005, 0006, and 0007) If exercised, the period of performance of Option Period 1 shall be twelve (12) months from the end of the Base Period.

(d) OPTION PERIOD 2 (CLINs 0008, 0009, and 0010) If exercised, the period of performance of Option Period 2 shall be twelve (12) months from the end of the Option Period 1.

(e) OPTION PERIOD 3 (CLINs 0011, 0012, and 0013) If exercised, the period of performance of Option Period 3 shall be twelve (12) months from the end of the Option Period 2.

(f) Each individual task order will include its own period of performance. The period of performance of orders placed within the contract ordering period shall comply with the bona fide need rule and principles of federal appropriations law.

F-2

F.2 DELIVERY SCHEDULE

(a) The Contractor shall deliver the supplies and services as required by this contract and individual task orders.

(b) Unless specified otherwise, all items shall be delivered to:

TBD

F.3 DELIVERY OF REPORTS

Unless otherwise specified, all reports shall be addressed to the recipients listed in Section J, paragraph J.1(a), Attachment 3, “Contract Data Requirements List." Reports specific to work packages will be specified in the individual work packages.

F.4 PLACE OF PERFORMANCE – SERVICES

The Contractor shall perform the work under this contract at NASA Ames Research Center, Moffett Field, CA 94035-0001 and at other locations as directed in writing by the Contracting Officer.

G-1

SECTION G - CONTRACT ADMINISTRATION DATA

1852.216-75 PAYMENT OF FIXED FEE (DEC 1988)

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND

PATENT REPRESENTATIVE (APR 2015)

1852.242-73 NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING (NOV

2004)

1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT-FURNISHED

PROPERTY (AUG 2015) ALTERNATE I (AUG 2015)

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY (AUG

2015)

1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD

Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC’s Vendor Payment information web site at:

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

G-2

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract’s terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

(f) Other payment clauses. In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

G-3

(End of clause)

1852.245-71 INSTALLATION—ACCOUNTABLE GOVERNMENT PROPERTY (JUN

2018)

(a) The Government property described in paragraph (c) of this clause may be made available to the Contractor on a no-charge basis for use in performance of this contract. This property shall be utilized only within the physical confines of the NASA installation that provided the property unless authorized by the Contracting Officer under (b)(1)(iv). Under this clause, the Government retains accountability for, and title to, the property, and the Contractor shall comply with the following:

NASA Procedural Requirements (NPR) 4100.1, NASA Materials Inventory Management Manual;

NASA Procedural Requirements (NPR) 4200.1, NASA Equipment Management Procedural Requirements;

NASA Procedural Requirement (NPR) 4300.1, NASA Personal Property Disposal Procedural Requirements;

Property not recorded in NASA property systems must be managed in accordance with the requirements of the clause at FAR 52.245-1, as incorporated in this contract.

The Contractor shall establish and adhere to a system of written procedures to assure continued, effective management control and compliance with these user responsibilities. In accordance with FAR 52.245-1(h)(1) the contractor shall be liable for property lost, damaged, destroyed or stolen by the contractor or their employees when determined responsible by a NASA Property Survey Board, in accordance with the NASA guidance in this clause.

(b)(1) The official accountable recordkeeping, financial control, and reporting of the property subject to this clause shall be retained by the Government and accomplished within NASA management information systems prescribed by the installation Supply and Equipment Management Officer (SEMO) and Financial Management Officer. If this contract provides for the Contractor to acquire property, title to which will vest in the Government, the following additional procedures apply:

(i) The Contractor’s purchase order shall require the vendor to deliver the property to the installation central receiving area.

(ii) The Contractor shall furnish a copy of each purchase order, prior to delivery by the vendor, to the installation central receiving area.

(iii) The Contractor shall establish a record for Government titled property as required by

FAR 52.245-1, as incorporated in this contract, and shall maintain that record until accountability is accepted by the Government.

G-4

(iv) Contractor use of Government property at an off-site location and off-site subcontractor use requires advance approval of the Contracting Officer and notification of the Industrial Property Officer. The property shall be considered Government furnished and the Contractor shall assume accountability and financial reporting responsibility. The Contractor shall establish records and property control procedures and maintain the property in accordance with the requirements of FAR 52.245-1, Government Property (as incorporated in this contract), until its return to the installation.

NASA Procedural Requirements related to property loans shall not apply to offsite use of property by contractors.

(2) After transfer of accountability to the Government, the Contractor shall continue to maintain such internal records as are necessary to execute the user responsibilities identified in paragraph (a) of this clause and document the acquisition, billing, and disposition of the property. These records and supporting documentation shall be made available, upon request, to the SEMO and any other authorized representatives of the Contracting Officer.

(c) The following property and services are provided if checked:

X (1) Office space, work area space, and utilities. Government telephones are available for official purposes only.

X (2) Office furniture.

X (3) Property listed in Section J(a) Attachment 4

(i) If the Contractor acquires property, title to which vests in the Government pursuant to other provisions of this contract, this property also shall become accountable to the Government upon its entry into Government records.

(ii) The Contractor shall not bring to the installation for use under this contract any property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer’s prior written approval.

X (4) Supplies from stores stock.

X (5) Publications and blank forms stocked by the installation.

X (6) Safety and fire protection for Contractor personnel and facilities.

X (7) Installation service facilities: [Insert the name of the facilities or “none”].

X (8) Medical treatment of a first-aid nature for Contractor personnel injuries or illnesses sustained during on-site duty.

G-5

X (9) Cafeteria privileges for Contractor employees during normal operating hours.

X (10) Building maintenance for facilities occupied by Contractor personnel.

X (11) Moving and hauling for office moves, movement of large equipment, and delivery of supplies. Moving services may be provided on-site, as approved by the Contracting

1852.245-73 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF

CONTRACTORS (JAN 2017)

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the

Custody of Contractors, in accordance with this clause, the instructions on the form and NFS subpart 1845.71, and any supplemental instructions for the current reporting period issued by

NASA.

(b)(1) Subcontractor use of NF 1018 is not required by this clause; however, the Contractor shall include data on property in the possession of subcontractors in the annual NF 1018.

(2) The Contractor shall mail the original signed NF 1018 directly to the cognizant NASA Center Industrial Property Officer and a copy to the cognizant NASA Center Deputy Chief Financial Officer, Finance, unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(3) One copy shall be submitted (through the Department of Defense (DOD) Property

Administrator if contract administration has been delegated to DOD) to the following address: [Insert name and address of appropriate NASA Center office.], unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(c)(1) The annual reporting period shall be from October 1 of each year through September 30 of the following year. The report shall be submitted in time to be received by October 31st.

The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes. Therefore, it is essential that required reports be received no later than October 31st.

(2) Some activity may be estimated for the month in which the report is submitted, if necessary, to ensure the NF 1018 is received when due. However, contractors’ procedures must document the process for developing these estimates based on planned activity such as planned purchases or NASA Form 533 (NF 533) Contractor Financial Management Report) cost estimates. It should be supported and documented by historical experience or other corroborating evidence, and be retained in accordance with FAR Subpart 4.7, Contractor Records Retention. Contractors shall validate the reasonableness of the

G-6 estimates and associated methodology by comparing them to the actual activity once that data is available, and adjust them accordingly. In addition, differences between the estimated cost and actual cost must be adjusted during the next reporting period.

Contractors shall have formal policies and procedures, which address the validation of NF 1018 data, including data from subcontractors, and the identification and timely reporting of errors. The objective of this validation is to ensure that information reported is accurate and in compliance with the NASA FAR Supplement. If errors are discovered on NF 1018 after submission, the contractor shall contact the cognizant NASA Center Industrial Property Officer (IPO) within 30 days after discovery of the error to discuss corrective action.

(3) In addition to an annual report, if at any time during performance of the contract, NASA-owned property in the custody of the Contractor has a value of $10 million or more, the Contractor shall also submit a report no later than the 21st of each month in accordance with the requirements of paragraph (c)(2) of this clause.

(4) The Contracting Officer may, in NASA’s interest, withhold payment until a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit annual NF 1018 reports in accordance with NFS subpart 1845.71, any monthly report in accordance with (c)(3) of this clause, and any supplemental instructions for the current reporting period issued by NASA. Such reserve shall be withheld until the Contracting Officer has determined that NASA has received the required reports. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right.

(d) A final report shall be submitted within 30 days after disposition of all property subject to reporting when the contract performance period is complete in accordance with paragraph (b)(1) through (3) of this clause.

1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR

52.245-1 (JAN 2011)

For performance of work under this contract, the Government will make available Government property identified below or in Section J(a) Attachment 4 of this contract on a no charge-for-use basis pursuant to the clause at FAR 52.245-1, Government Property, as incorporated in this contract. The Contractor shall use this property in the performance of this contract at NASA Ames Research Center and at other location(s) as may be approved by the Contracting Officer.

Under FAR 52.245-1, the Contractor is accountable for the identified property.

1852.245-77 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR

52.245-2 (JAN 2011)

G-7

For performance of work under this contract, the Government will make available Government property identified in Section J(a) Attachment 4 of this contract on a no charge-for-use basis pursuant to FAR 52.245-2, Government Property Installation Operation Services, as incorporated in this contract. The Contractor shall use this property in the performance of this contract at NASA Ames Research Center and at other location(s) as may be approved by the Contracting

1852.245-82 OCCUPANCY MANAGEMENT REQUIREMENTS (SEP 2017)

(a) In addition to the requirements of the clause at FAR 52.245-1, Government Property, as included in this contract, the Contractor shall comply with the following in performance of work in and around Government real property:

(1) NPD 8800.14, Policy for Real Estate Management.

(2) NPR 8831.2, Facilities Maintenance and Operations Management.

(b) The Contractor shall obtain the written approval of the Contracting Officer before installing or removing Contractor-owned property onto or into any Government real property or when movement of Contractor-owned property may damage or destroy Government-owned property. The Contractor shall restore damaged property to its original condition at the Contractor’s expense.

(c) The Contractor shall not acquire, construct or install any fixed improvement or structural alterations in Government buildings or other real property without the advance, written approval of the Contracting Officer. Fixed improvement or structural alterations, as used herein, means any alteration or improvement in the nature of the building or other real property that, after completion, cannot be removed without substantial loss of value or damage to the premises. Title to such property shall vest in the Government.

(d) The Contractor shall report any real property or any portion thereof when it is no longer required for performance under the contract, as directed by the Contracting Officer.

G.1 ARC 52.232-90 SUBMISSION OF INVOICES (FEB 2017)

This clause applies to Firm-Fixed-Price CLIN only.

1. Invoices shall be prepared and submitted to the designated billing and payment office noted below in accordance with FAR 52.232.2 Prompt Payment clause:

G-8

NSSC – FMD Accounts Payable Bldg. 1111, Jerry Hlass Road Stennis Space Center, MS 39529

Invoices shall include the Contractor's Taxpayer Identification Number (TIN). Electronic submission is preferred, via email NSSC-AccountsPayable@nasa.gov or fax 866-209-5415.

A copy of the invoice shall be provided to the Contracting Officer.

2. In the event that amounts are withheld from payment in accordance with the New

Technology clause or other provisions of this contract, a separate invoice for the amount withheld shall be required before payment of that amount is made.

3. This Contract__ does X does not provide for partial payments. If applicable, payments will be made in accordance with the following schedule:

Payment will be made for separately priced items which have been received and accepted by NASA, and upon receipt of a payable invoice submitted in accordance with this clause.

(END OF CLAUSE)

H-1

SECTION H - SPECIAL CONTRACT REQUIREMENTS

52.236-13 ACCIDENT PREVENTION (NOV 1991) ALTERNATE I (NOV 1991)

1852.223-70 SAFETY AND HEALTH MEASURES AND MISHAP REPORTING (DEC

2015)

1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002)

1852.223-76 FEDERAL AUTOMOTIVE STATISTICAL TOOL REPORTING (JUL 2003)

1852.228-70 AIRCRAFT GROUND AND FLIGHT RISK (OCT 1996)

1852.228-71 AIRCRAFT FLIGHT RISKS (DEC 1988)

1852.228-76 CROSS-WAIVER OF LIABILITY FOR INTERNATIONAL SPACE

STATION ACTIVITIES (OCT 2012)

1852.228-78 CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE

EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE

STATION (OCT 2012)

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS (DEC 2006)

ALTERNATE II (DEC 2005)

1852.242-72 DENIED ACCESS TO NASA FACILITIES (OCT 2015)

1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM (APR

1985)

1852.209-71 LIMITATION OF FUTURE CONTRACTING (DEC 1988)

(a) The Contracting Officer has determined that this acquisition may give rise to a potential organizational conflict of interest. Accordingly, the attention of prospective offerors is invited to FAR Subpart 9.5—Organizational Conflicts of Interest.

(b) The nature of this conflict is as follows:

(1) Unfair competitive advantage exists in situations when the Contractor participates in:

(a) The development of requirements, specifications, or statements of work for both hardware and software systems.

(b) New Business Development including, but not limited to, information regarding current and future research, business opportunities, cost estimation and proposal development for new research opportunities, and strategic planning

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(2) Organizational Conflicts of Interest in the form of conflicting roles that might bias the Contractor’s judgment, such as:

(a) The evaluation of the Contractor’s own products

(b) Participation in reviews including, but not limited to, requirements reviews, conceptual design reviews, system definition reviews, preliminary design reviews, system safety reviews, airworthiness reviews, and flight readiness reviews.

(c) Participation in the development of requirements, specifications or statements of work for both software and hardware systems

(d) Developing, writing, and delivering technical and business documentation, coordinating written content of proposal sections, and technical papers. Participation in New Business Development including, but not limited to, information regarding current and future research, business opportunities, cost estimation and proposal development for new research opportunities, and strategic planning.

(3) Unequal Access to information such as:

(a) Potential for access to other Contractor’s confidential business and technical information and/or other proprietary Contractor data

(b) Access to project planning and other documents relating to the Government’s plans for upcoming projects and acquisitions

(c) Access to New Business Development including, but not limited to, information regarding current and future research, business opportunities, cost estimation and proposal development for new research opportunities, and strategic planning.

(c) The restrictions upon future contracting are as follows:

(1) If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements or work that are to be incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime of first-tier subcontractor under an ensuing NASA contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the initial production contract). NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

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(2) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to complete with those other companies.

1852.225-70 EXPORT LICENSES (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the

International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this contract.

In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at NASA Ames Research Center, where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

1852.235-71 KEY PERSONNEL AND FACILITIES (MAR 1989)

(a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(b) The Contractor shall make no diversion without the Contracting Officer’s written consent;

provided, that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer’s consent required by this clause.

(c) The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities.

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Key Personnel:

Site Manager - TBP Mechanical Group Lead - TBP Electrical Group Lead - TBP

1852.235-74 ADDITIONAL REPORTS OF WORK—RESEARCH AND

DEVELOPMENT (FEB 2003)

In addition to the final report required under this contract, the Contractor shall submit the following report(s) to the Contracting Officer:

(a) Monthly progress reports. The Contractor shall submit separate monthly reports of all work accomplished during each month of contract performance. Reports shall be in narrative form, brief, and informal. They shall include a quantitative description of progress, an indication of any current problems that may impede performance, proposed corrective action, and a discussion of the work to be performed during the next monthly reporting period.

(b) Quarterly progress reports. The Contractor shall submit separate quarterly reports of all work accomplished during each three-month period of contract performance. In addition to factual data, these reports should include a separate analysis section interpreting the results obtained, recommending further action, and relating occurrences to the ultimate objectives of the contract. Sufficient diagrams, sketches, curves, photographs, and drawings should be included to convey the intended meaning.

(c) Submission dates. Monthly and quarterly reports shall be submitted by the 15th day of the month following the month or quarter being reported. If the contract is awarded beyond the middle of a month, the first monthly report shall cover the period from award until the end of the following month. No monthly report need be submitted for the third month of contract effort for which a quarterly report is required. No quarterly report need be submitted for the final three months of contract effort since that period will be covered in the final report. The final report shall be submitted within days after the completion of the effort under the contract.

H.1 ARC 52.209-99 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) The Contracting Officer has determined that this acquisition may give rise to an organizational conflict of interest. Accordingly, the attention of prospective Offerors is directed to FAR Subpart 9.5 - Organizational Conflicts of Interest.

(b) Brief description of general types of Organizational Conflicts of Interest (OCI).

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(i) Paragraphs (b)(ii) – (iv) below contain brief descriptions of each type of OCI and the reason it creates a concern. These descriptions are general and widely applicable. The Government has identified specific actual or potential conflicts related to this contract in paragraph (c) below.

(ii) Unequal Access to Information: An OCI due to “unequal access to information” is created when a contractor has access to nonpublic information that may provide the firm an unfair competitive advantage to compete against other companies, likely in the context of a later competition for a future government contract.

(iii) Biased Ground Rules: An OCI due to “biased ground rules” is created when a firm, as part of its performance of a government contract, has in some sense set the ground rules for another government contract by, for example, writing the statement of work or the specifications. In these ‘biased ground rules’ cases, the primary concern is that the firm could skew the future competition, whether intentionally or not, in favor of itself. These situations may also involve concerns that a firm, by virtue of its special knowledge of the agency’s future requirements, would have an unfair advantage in the competition for those requirements. Thus, both principles of bias and unfair competitive advantage may be present under certain circumstances.

(iv) Impaired Objectivity: An OCI due to “impaired objectivity” is created when a contractor, as part of its performance of a government contract, has the opportunity to take action, or participate in contract activities, under circumstances where the contractor’s judgment or objectivity in performing the requirements may be impaired because the contractor’s actions might affect the interests of entities with which the contractor has a direct or indirect affiliation or a competitive posture. Under such circumstances, the contractor could positively impact its own interests or those of a related/affiliated company or could negatively impact the financial interests of a competitor entity. This conflict contains two elements – the use of subjective judgment by the contractor and a direct or indirect financial interest in the outcome of performance.

Contractor activities or actions having the potential to result in an impaired objectivity OCI include the following: participating in review of third-party proposals; other reviewing, evaluating, analyzing or testing of services, technology concepts, designs, prototypes, software or hardware of the contractor, an affiliate, or a third party; or making recommendations or decisions that could benefit same.

(c) Description of potential conflicts.

The Contractor shall address all of the potential conflicts of interest identified below in its OCI Mitigation Plan [See L.1(c)(1)K.1-6], unless mitigated (where possible) by the Government, avoided by the Government, or expressly stated otherwise.

The nature of the potential organizational conflicts of interest are:

(i) Unequal Access to Information.

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There is a concern that the Contractor will have access to nonpublic information (including proprietary and/or commercially-sensitive information) in performing the contract that may provide the contractor with an unfair competitive advantage in later competitions for Government contracts or other solicitations.

Potential types of support which could lead to Unequal Access to Information OCI issues may include (but are not limited to):

a. Systems Engineering (SOW 3.1.2) The Contractor will receive access to Sensitive But Unclassified (SBU) in the form of Government Sensitive Information, and likely, to third-party proprietary information as well. Based upon performing task work, Contractor may also have greater access and insight in the form of system requirements, anticipated future innovation and emerging technologies of interest to the Government as well as other government solicitations. An incumbent R&D Contractor who develops/improves upon existing SBU technologies/processes during performance of contract task work will also arguably possess additional information not available to proposers who might compete for future, follow-on contract work.

b. Design and Development (SOW 3.1.3) The Government may request that Contractor evaluate a third-party proposal in response to a project or work package/task requirement. Access to such proposals constitutes receipt of non-public, proprietary SBU information.

c. Proposal Development (e.g. SOW 3.2.8) The Contractor may be involved with mission design studies and proposal development to NASA or other agency solicitations. Involvement in such studies and proposal development constitutes knowledge of non-public, proprietary SBU information that could give the Contractor a competitive advantage over other bidders for future solicitations of a similar nature open to both government agencies and private industry. As well, the contractor corporate organization may be responding to other government solicitations for proposal where there is similarity or overlap with technical content under this contract.

(ii) Biased Ground Rules.

There is a concern that the Contractor, while performing studies, analyses, requirements development, and providing support for ARC proposal in response to NASA and other agency solicitations under this contract, will have an unfair competitive advantage in future competitions that use or rely on this work performed under this contract.

Potential types of tasks which could lead to Biased Ground Rules OCI issues may include

(but are not limited to):

a. Project Management Support (SOW 3.1.1), Design and Development (SOW 3.1.3)

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The Contractor may develop or assist with requirement definitions/drafting specification/statements of work, or participate in selection of vendors or select specific products/services.

b. Mission Design Center (SOW 3.2.1)

The Contractor may be involved with mission design studies and proposal development to NASA or other agency solicitations. Contribution to such studies and proposal development could give the Contractor a competitive advantage over other bidders for future solicitations of a similar nature open to both government agencies and private industry.

(iii) Impaired Objectivity.

There is a concern that the objectivity of the Contractor, in performing proposal review, design review, evaluation, analysis and testing, may be impaired if such activities affect entities with which the Contractor has a direct or indirect affiliation or competitive posture.

Potential types of tasks which could lead to Impaired Objectivity OCI issues may include (but are not limited to):

a. Project Management Support (SOW 3.1.1) The contractor may be required to provide strategic planning/road mapping, engineering support, design/proposal review, assessment/evaluation, analysis and testing, and selection of services/hardware/software for Government work, any of which activities might affect the selection or non-selection of the products/services of an affiliate or a competitor.

b. Design and Development (SOW 3.1.3)

The contractor may be required to provide engineering support, design/proposal review, assessment/evaluation, analysis and testing, and selection of services/hardware/software for Government work, any of which activities might affect the selection or non-selection of the products/services of an affiliate or a competitor.

(d) Actions taken or prescribed by the Government to avoid, neutralize, or mitigate the potential organizational conflict of interest.

The following actions are prescribed by the Government to neutralize or mitigate potential organizational conflicts of interest. These actions may not be sufficient to address actual or potential conflicts specific to the Contractor. The obligation to take the actions outlined below does not relieve the Contractor of its obligation to address the above Government-identified conflicts and other self-identified conflicts in its OCI Mitigation Plan, as required by L.1(c)(1)K.1-6.

i. To mitigate the Unfair Access to Information organizational conflict of interest identified in (c)(i) above, the Contractor shall be subject to the following requirements or limitations (see Section H Clauses ARC 52.227-93, Management and Protection of Data and ARC 52.227-96, Handling of Data) to address

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Contractor’s access to proprietary or SBU information or its provision of proposal evaluation support, etc., as described above:

The Contractor shall protect all third-party proprietary or Government Sensitive Information (as set forth and defined in ARC 52.227-96, HANDLING OF DATA (APR 2017)) received during Contract performance in accordance with the requirements of 52.227-96, ARC 52-227-93, MANAGEMENT AND PROTECTION OF DATA and NFS 1852.237-72, ACCESS TO SENSITIVE INFORMATION (JUN 2005). Per the requirements of the above clauses, Contractor personnel who receive (or produce) such information shall use the information for no other purpose than to the extent necessary to perform the work required under this contract.