80GRC017R0024...T.Cs.docx

TABLE OF CONTENTS

G-1

SECTION A - SOLICITATION/CONTRACT FORM

Table of Content Contents No table of contents entries found.

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 1852.216-78 FIRM FIXED PRICE (DEC 1988)

Base Period

The total firm fixed price of this contract is $ TBD.

Option Period

The total firm fixed price of this contract is $ TBD (End of clause)

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C. 1 Specification/Statement of Work

The Contractor shall provide the item or services specified in Section B in accordance with the following:

Statement of Work entitled “NASA Glenn Research Center Unmanned Aircraft Systems Communication Systems Study” – Attachment A.

(END OF SECTION)

SECTION D - PACKAGING AND MARKING

D.1 1852.211-70 Packaging, Handling, and Transportation (SEP 2005)

(a) The Contractor shall comply with NASA Procedural Requirements (NPR) 6000.1, “Requirements for Packaging, Handling, and Transportation for Aeronautical and Space Systems, Equipment, and Associated Components,” as may be supplemented by the statement of work or specifications of this contract, for all items designated as Class I, II, or III.

(b) The Contractor's packaging, handling, and transportation procedures may be used, in whole or in part, subject to the written approval of the Contracting Officer, provided (1) the Contractor's procedures are not in conflict with any requirements of this contract, and (2) the requirements of this contract shall take precedence in the event of any conflict with the Contractor's procedures.

(c) The Contractor must place the requirements of this clause in all subcontracts for items that will become components of deliverable Class I, II, or III items.

(END OF SECTION)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 52.246-7 Inspection of Research & Development – Fixed-Price (AUG 1996)

E.2 52.246-16 Responsibility for Supplies (APR 1984)

E.3 1852.246-72 MATERIAL INSPECTION AND RECEIVING REPORT (APR 2015)

(a) At the time of each delivery to the Government under this contract, the Contractor shall prepare and furnish a Material Inspection and Receiving Report (DD Form 250 series). The forms shall be prepared and distributed as follows:

Prepared in 4 copies, an original and 3 copies.

(b) The Contractor shall prepare the DD Form 250 in accordance with NASA FAR Supplement 1846.6. The Contractor shall enclose the copies of the DD Form 250 in the package or seal them in a waterproof envelope, which shall be securely attached to the exterior of the package in the most protected location.

(c) When more than one package is involved in a shipment, the Contractor shall list on the DD Form 250, as additional information, the quantity of packages and the package numbers. The Contractor shall forward the DD Form 250 with the lowest numbered package of the shipment and print the words "CONTAINS DD FORM 250" on the package.

(End of clause)

E.4 Inspection and Acceptance

Final inspection and acceptance of all work performed under this contract, including all deliverable items will be performed at destination. Destination is NASA Glenn Research Center.

(END OF SECTION)

SECTION F - DELIVERIES OR PERFORMANCE

52.242-15 STOP-WORK ORDER (AUG 1989)

F.1 Delivieries

Delivery of all deliverables for the base period shall be made by 09/30/2018. If the Government requires performance of services or delivery of additional deliveries after the initial contract period, notification to the contractor of such requirement shall be in accordance with the clause 52.217-8 entitled "Option to Extend Services."

Delivery of all deliverables for the option period(s) shall be made by the following:

Option 1: 09/30/2019 Option 2: 09/30/2020

F.2… BASE DELIVERABLES

1. Report on review of UAS emerging markets (2/28/2018)

2. Report on results of trade studies of UAS communication systems (9/30/18)

3. Riverbed Modeler environment for UAS satellite and terrestrial communication systems (9/30/18)

4. Source Code, where applicable

5. Monthly progress reports

OPTION 1 DELIVERABLES

1. The contractor shall provide a report on findings from the model development (2/28/2019)

2. The contractor shall provide a report on findings from the simulations (9/30/2019).

3. Riverbed Modeler environment for UAS satellite and terrestrial communication systems (9/30/2019)

4. Source Code, where applicable

5. Monthly progress reports

OPTION 2 DELIVERABLES

1. The contractor shall provide a report on findings from the model development (2/28/2020)

2. The contractor shall provide a report on findings from the simulations (9/30/2020).

3. Riverbed Modeler environment for UAS satellite and terrestrial communication systems (9/30/2020)

4. Source Code, where applicable

5. Monthly progress reports

(END OF SECTION)

SECTION G - CONTRACT ADMINISTRATION DATA

1852.227-70 NEW TECHNOLOGY—OTHER THAN A SMALL BUSINESS FIRM OR NONPROFIT ORGANIZATION (APR 2015)

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE (APR 2015)

G.1 Invoice Payments

(a) In accordance with the contract clause entitled Payments (FAR 52.232-2 Payments under Fixed-Price Research and Development Contracts (Apr 1984), payment will be made by the Government to the Contractor no more than monthly based on receipt of a proper invoice and satisfactory contract performance. The Contractor shall invoice using the milestone payment plan below.

(b) A proper invoice is defined as containing the following information:

(1) Contract Number,

(2) Name and address of Contractor,

(3) Invoice date,

(4) Invoice number and Taxpayer Identification Number,

(5) CLIN, quantity, unit of measure, unit price and extended price for services performed;

(6) Total amount due, per CLIN

(7) Name and title of signer, signature and date;

(c) All invoices marked either “Interim” or “Final” as appropriate, shall be sent directly to the Payment Office at the following address:

NASA Shared Services Center Financial Management Division (FMD) Accounts Payable Building 1111, C. Road Stennis Space Center, MS 39529 Email: NSSC-AccountsPayable@nasa.gov

**Electronic submission is preferred but not required.

(d) All payments will be made by electronic funds transfer. Payment will be forwarded to the financial institution and account identified in the Standard Form 3881 executed by the Contractor.

Milestone Payment Plan Invoices can be forwarded to the above address after each quarterly report and final report have been accepted in the following amounts: TBD G.3 1852.227-71 Requests for Waiver of Rights to Inventions. (APR 2015)

(a) In accordance with Section 20135(g) of the National Aeronautics and Space Act (51 U.S.C. 20135(g)) (hereinafter "the Act") and the NASA Patent Waiver Regulations, 14 CFR Part 1245, Subpart 1, NASA may waive all or any part of the rights of the United States with respect to any invention or class of inventions made or that may be made under a NASA contract or subcontract with other than a small business firm or a domestic nonprofit organization if the Administrator determines that the interests of the United States will be served thereby. Waiver of rights in inventions made or that may be made under such NASA contract or subcontract may be requested at different time periods. Advance waiver of rights to any invention or class of inventions that may be made under a contract or subcontract may be requested prior to the execution of the contract or subcontract, or within 30 days after execution by the selected contractor (or such longer period as may be specified by the Contracting Officer). In addition, waiver of rights to an individually identified invention or to a class of inventions made and reported under a contract or subcontract may be requested, even though a request for an advance waiver was not made or, if made, was not granted.

(b) Each request for waiver of rights shall be by petition to the Administrator. No specific forms need be used, but the request should contain a positive statement that waiver of rights is being requested under the NASA Patent Waiver Regulations; a clear indication of whether the request is for an advance waiver or for a waiver of rights for an individually identified invention or class of inventions; whether foreign rights are also requested and, if so, the countries, and a citation of the specific section or sections of the regulations under which such rights are requested. For individually identified inventions or a class of inventions, the petition shall identify each invention with particularity (e.g., by NASA’s assigned number to the Disclosure of Invention and New Technology report or by title and inventorship). For advance waivers, the petition shall identify the invention or class of inventions that the Contractor believes will be made under the contract and for which waiver is being requested. To meet the statutory standard of “any invention or class of inventions,” the petition must be directed to a single invention or to inventions directed to a particular process, machine, manufacture, or composition of matter, or to a narrowly-drawn, focused area of technology. Additionally, each petition shall include an identification of the petitioner; place of business and address; if petitioner is represented by counsel, the name, address and telephone number of the counsel; the name, address, and telephone number of the party with whom to communicate when the request is acted upon; the signature of the petitioner or authorized representative; and the date of signature. In general, waivers are granted in order to provide for the widest practicable dissemination of new technology resulting from NASA programs, and to promote early utilization, expeditious development, and continued availability of this new technology for commercial purposes and the public benefit. Thus, it is preferable that the petition also include a description of the Contractor’s plan for commercializing the invention or class of inventions for which waiver is being requested (e.g., identify specific fields of use).

(c) Petitions for advance waiver of rights should, preferably, be included with the proposal, or at least in advance of contract negotiations. Petitions for advance waiver, prior to contract execution, shall be submitted to the Contracting Officer. All other petitions shall be submitted to the Patent Representative designated in the contract.

(d) Petitions submitted with proposals selected for negotiation of a contract will be forwarded by the Contracting Officer to the installation Patent Counsel for processing and then to the Inventions and Contributions Board. The Board will consider these petitions and where the Board makes the findings to support the waiver, the Board will recommend to the Administrator that waiver be granted, and will notify the petitioner and the Contracting Officer of the Administrator's determination. The Contracting Officer will be informed by the Board whenever there is insufficient time or information or other reasons to permit a decision to be made without unduly delaying the execution of the contract. In the latter event, the petitioner will be so notified by the Contracting Officer. All other petitions will be processed by installation Patent Counsel and forwarded to the Board. The Board shall notify the petitioner of its action and if waiver is granted, the conditions, reservations, and obligations thereof will be included in the Instrument of Waiver. Whenever the Board notifies a petitioner of a recommendation adverse to, or different from, the waiver requested, the petitioner may request reconsideration under procedures set forth in the Regulations.

G.4 Technical Direction (APR 2016)

(a) Performance of the work under this contract is subject to the technical direction of the Contracting Officer (CO) or the designated Contracting Officer’s Representative (COR).

(b) "Technical direction" means a directive to the Contractor that provides clarification of the contract’s general description of the scope of work, to include approaches, solutions, designs, refinements or shifts within tasks, or inquiries related to the general tasks and requirements in the statement of work or specifications.

(c) Technical Direction does not include any instruction that--

(1) Constitutes an assignment of additional work outside the statement of work (i.e. “new work;”

(2) Constitutes a change as defined in the changes clause;

(3) Constitutes a basis for any increase or decrease in the total price, any milestone price, or the time required for performance or delivery;

(4) Changes any of the expressed terms, conditions, or specifications of the contract; or

(5) Interferes with the contractor's rights to perform the terms and conditions of the contract.

(6) Changes any performance-based requirement.

(d) All technical direction will be issued in writing by the CO or the designated COR.

(e) The Contractor shall proceed promptly with the performance of technical direction issued by the CO or COR, unless, in the Contractor's opinion, any instruction or direction falls within any of the categories defined in paragraph (c) of this clause. In the latter event, the Contractor shall not proceed but shall within 5 working days notify the CO in writing of the basis for its opinion. Within 30 calendar days of receiving this notification, the CO will either amend the technical direction, request a proposal for an amendment to the contract or Task Order, advise the Contractor in writing that the technical direction is considered to be within the limits of this clause and that the Contractor should proceed promptly with its performance, or rescind the technical direction in its entirety.

(f) A failure of the Contractor and CO to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract.

(g) Any action(s) taken by the Contractor in response to any direction given by any person other than the CO or the designated COR shall be at the Contractor's risk.

G.5 CLAUSES INCORPORATED BY REFERENCE -- SECTION G

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this contract.

(END OF SECTION)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002)

H.2 1852.225-70 EXPORT LICENSES (FEB 2000)

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

1852.235-74 Additional Reports of Work--Research and Development (FEB 2003)

(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 [insert name of NASA installation], 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.

(End of clause)

H.3.3 H1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR 1989)

(a) Of the total price of items __ through __, the sum of $__ is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

Date Amounts

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c) (1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until __.

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(3) (i) The notice shall state the estimated date when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor’s written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause.

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e) If, solely by reason of the Government’s failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a). This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

(End of clause)

(END OF SECTION)

SECTION I - CONTRACT CLAUSES

52.203-5 Covenant Against Contingent Fees (MAY 2014)

52.203-7 Anti-Kickback Procedures (May 2014)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Apr 2014)

52.215-2 Audit and Records—Negotiation. (Oct 2010)

52.215-20 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Oct 2010)

52.219-8 Utilization of Small Business Concerns (Nov 2016)

52.222-3 Convict Labor (June 2003)

52.222-21 Prohibition of Segregated Facilities (Apr 2015)

52.222-26 Equal Opportunity (Sept 2016)

52.222-35 Equal Opportunity for Veterans (Oct 2015)

52.222-36 Equal Opportunity for Workers with Disabilities (Jul 2014)

52.222-37 Employment Reports on Veterans (Feb 2016)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec 2010

52.222-54 Employment Eligibility Verification (Oct 2015)

52.223-3 Hazardous Material Identification and Material Safety Data (Jan 1997) Alternate I

52.223-6 Drug-Free Workplace (May 2001)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

52.2225-13 Restrictions on certain foreign purchases (June 2008)

52.227-1 Authorization and Consent (Dec 2007) Alternate 1

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Dec 2007)

52.227-3 Patent Indemnity (Apr 1984) Alternate 1

52.227-11 Patent Rights—Ownership by the Contractor (May 2014) as modified by 1852.227-11 (APR 2015)

52.227-16 Additional Data Requirements (June 1987)

52.229-3 Federal, State, and Local Taxes (Feb 2013)

52.232-18 Availability of Funds (Apr 1984)

52.232-23 Assignment of Claims (May 2014)

52.246-23 Limitation of Liability (Feb 1997)

52.247-34 F.o.b. Destination (Nov 1991)

52.249-9 Default (Fixed-Price Research and Development) (Apr 1984)

52.252-6 Authorized Deviations in Clauses 1984

I.1 52.202-1 DEFINITIONS (NOV 2013)

I.2 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

I.3 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

I.4 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016)

I.5 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

I.6 52.204-22 ALTERNATIVE LINE ITEM PROPOSAL (JAN 2017)

I.7 52.215-8 ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT (OCT 1997)

I.8 52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)

I. 9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed ___________ (months) (years).

(End of clause)

I.10 52.217- 7 Option for Increased Quantity—Separately Priced Line Item (Mar 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within [insert in the clause the period of time in which the Contracting Officer has to exercise the option]. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

I.11 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS CONCERNS (OCT 2014)

I.12 52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR 2015)

I.15 52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT CONTRACTS (APR 1984)

I.16 52.232-25 PROMPT PAYMENT (JAN 2017)

I.17 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

I.18 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013)

I.19 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS CONTRACTORS (DEC 2013)

I.20 52.233-1 DISPUTES (MAY 2014)

I.21 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.22 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I.23 52.243-1 CHANGES - FIXED-PRICE (AUG 1987) ALTERNATE V (APR 1984)

I.24 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JAN 2017)

I.25 52.249-1 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (SHORT FORM) (APR 1984)

I.26 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I.27 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (JUN 2016)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

I.28 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

www.ecfr.gov

I.29 1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (AUG 2014)

I.30 1852.215-84 OMBUDSMAN (NOV 2011)

I.31 1852.225-71 Restriction on Funding Activity with China (FEB 2012) (Deviation)

I.32 52.227-14 RIGHTS IN DATA—GENERAL (MAY 2014) [(MODIFIED BY NFS 1852.227-14 (APR 2015)]

I.33 1852.235-70 CENTER FOR AEROSPACE INFORMATION (DEC 2006)

I.34 1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005)

SECTION J - LIST OF ATTACHMENTS

Attachment A – Statement of Work - High-Temperature Tolerant Batteries (HTTBs) For Long-Life In-situ Solar System Explorer (LLISSE)”

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATE

K.1 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2017)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541712.

(2) The small business size standard is 1,250.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.3

(b)(1) If the provision at 52.204-7, System for Award Management, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the provision at 52.204-7 is not included in this solicitation, and the offeror is currently registered in the System for Award Management (SAM), and has completed the Representations and Certifications section of SAM electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:

[_] (i) Paragraph (d) applies.

[_] (ii) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c)(1) The following representations or certifications in SAM are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firm-fixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless—

(A) The acquisition is to be made under the simplified acquisition procedures in Part 13;

(B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or

(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000.

(iii) 52.203-18, Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements—Representation. This provision applies to all solicitations.

(iv) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include provision at 52.204-7, System for Award Management.

(v) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations that—

(A) Are not set aside for small business concerns;

(B) Exceed the simplified acquisition threshold; and

(C) Are for contracts that will be performed in the United States or its outlying areas.

(vi) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations—Representation.

(vii) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.

(viii) 52.209-11, Representations by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. This provision applies to all solicitations.

(ix) 52.214-14, Place of Performance—Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government.

(x) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.

(xi) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas.

(A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard.

(B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard.

(xii) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas.

(xiii) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity.

(xiv) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.

(xv) 52.222-38, Compliance with Veterans’ Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items.

(xvi) 52.222-57, Representation Regarding Compliance with Labor Laws (Executive Order 13673). This provision applies to solicitations expected to exceed $50 million which are issued from October 25, 2016 through April 24, 2017, and solicitations expected to exceed $500,000, which are issued after April 24, 2017.

NOTE TO PARAGRAPH (c)(1)(xvi): By a court order issued on October 24, 2016, 52.222-57 is enjoined indefinitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, DoD, GSA, and NASA will publish a document in the FEDERAL REGISTER advising the public of the termination of the injunction.

(xvii) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.

(xviii) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA-designated items.

(xix) 52.223-22, Public Disclosure of Greenhouse Gas Emissions and Reduction Goals—Representation. This provision applies to solicitations that include the clause at 52.204-7.)

(xx) 52.225-2, Buy American Certificate. This provision applies to solicitations containing the clause at 52.225-1.

(xxi) 52.225-4, Buy American—Free Trade Agreements—Israeli Trade Act Certificate. (Basic, Alternates I, II, and III.) This provision applies to solicitations containing the clause at 52.225-3.

(A) If the acquisition value is less than $25,000, the basic provision applies.

(B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I applies.

(C) If the acquisition value is $50,000 or more but is less than $77,533, the provision with its Alternate II applies.

(D) If the acquisition value is $77,533 or more but is less than $100,000, the provision with its Alternate III applies.

(xxii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5.

(xxiii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan—Certification. This provision applies to all solicitations.

(xxiv) 52.225-25, Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications. This provision applies to all solicitations.

(xxv) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions.

(2) The following representations or certifications are applicable as indicated by the Contracting Officer:

(i) 52.204-17, Ownership or Control of Offeror.

(ii) 52.204-20, Predecessor of Offeror.

(iii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.

(iv) 52.222-48, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Certification.

(v) 52.222-52 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Certification.

(vi) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Alternate I only).

(vii) 52.227-6, Royalty Information.

(A) Basic.

(B) Alternate I.

(viii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.

(d) The offeror has completed the annual representations and certifications electronically via the SAM Web site accessed through https://www.acquisition.gov. After reviewing the SAM database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

FAR Clause No.

Title

Date

Change

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on SAM.

K.2 1852.225-72 RESTRICTION ON FUNDING ACTIVITY WITH CHINA – REPRESENTATION (FEB 2012)(DEVIATION)

(a) Definition - “China” or “Chinese-owned” means the People’s Republic of China, any company owned by the People’s Republic of China or any company incorporated under the laws of the People’s Republic of China.

(b) Public Laws 112-10, Section 1340(a) and 112-55, Section 536, restrict NASA from contracting to participate, collaborate, or coordinate bilaterally in any way with China or a Chinese-owned company with funds appropriated on or after April 25, 2011. Contracts for commercial and non-developmental items are excepted from the prohibition as they constitute purchase of goods or services that would not involve participation, collaboration, or coordination between the parties.

(c) Representation. By submission of its offer, the offeror represents that the offeror is not China or a Chinese-owned company.

(End of provision)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFEROR

52.215-1 Instructions to Offerors—Competitive Acquisition. (Jan 2017)

52.215-20 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Oct 2010) Alternate IV

52.233-2 Service of Protest (Sept 2006)

L.1 52.204-7 SYSTEM FOR AWARD MANANGEMENT (OCT 2016)

L.2 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 2016)

L.3 52.214-35 SUBMISSION OF OFFERS IN U.S. CURRENCY (APR 1991)

L.4 52.223-22 PUBLIC DISCLOSURE OF GREENHOUSE GAS EMISSIONS AND REDUCTION GOALS—REPRESENTATION (DEC 2016)

L.5 52.250-2 SAFETY ACT COVERAGE NOT APPLICABLE (FEB 2009)

L.6 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a firm-fixed price contract resulting from this solicitation.

(End of provision)

L.7 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): www.ecfr.gov

(End of provision)

L.8 52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of (DEVIATION) after the date of the provision.

(b) The use in this solicitation of any NASA FAR Supplement (48 CFR Chapter 18) provision with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.

(End of provision)

L.9 1852.233-70 PROTESTS TO NASA (DEC 2015)

L.10 Instructions for Proposals

1) Technical capability/understanding of the requirement The Government will evaluate proposals on the technical understanding of the requirements through the Offeror’s submittal of a technical proposal. The technical proposal shall describe how the objectives of the work scope will be accomplished including:

- Technical approaches including technical challenges to accomplish the requirements of the “High-Temperature Tolerant Batteries (HTTBs) For Long-Life In-situ Solar System Explorer (LLISSE)” under the scope of work/tasks A- C/Deliverables for the base and for the option period of the Statement of Work including the basis for approaches and a risk assessment of the technical approaches.

- Schedule with milestones, deliverables and decisions indicating which work will be done in house and which work, if any, will be subcontracted.

- Workforce, skill mix, and skill level required to complete the work effort.

The technical task proposal will have a page limit of 100 pages.

2) Price The Government contemplates the issuance of a firm fixed price task order. The Offeror shall submit pricing information as follows:

(a) The Offeror shall submit a firm-fixed-price for the base period and option, with accompanying Basis of Estimate (BOE).

The Offeror shall submit a separate BOE for Task A, Task B, Task C and for the deliverables for the base period and for the option period of the SOW. The purpose of this part is to give the Government insight into the thought processes and methodologies used by the Offeror in estimating the labor skill mix by labor hours, other direct costs, etc., required for successful performance on this contract for the firm-fixed-prices proposed.

Price proposal has no page limit.

3) Past Performance The Offeror shall include a summary of past performance for task orders or contracts, similar in nature to the work proposed herein, either being performed or completed over the past three (3) years. The Offeror shall include names of Government Points of Contact, both Technical and Contracts, with current phone numbers and email addresses.

The Offeror shall include the following:

0. Contract number

0. Brief description of the work effort and price

0. Government agency or company placing the contract

0. The type of contract (FFP, CPFF, IDIQ, etc.)

0. Contract period of performance dates (including options)

0. Name of the Contracting Officer (CO) and Contracting Officer’s Representative (COR) for any Government contract

0. Amounts of cost overruns or under-runs, if any, and reasons for them; and percentage of fixed fee and/or award fee received, for each cost-reimbursement contract

Past Performance has a page limit of 3 pages.

SECTION M - EVALUATION FACTORS FOR AWARD

[MCDE]M.1 LISTING OF PROVISIONS INCORPORATED BY REFERENCE

NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE

NUMBER DATE TITLE

M.2 EVALUATION APPROACH

The Government may select up to 4 awards depending on the availability of funds and the best value to the Government.

In selecting the awardee(s) the CO will consider the following criteria, and award will be made to the Contractor(s) who the Government determines will provide the best value:

(a) Technical capability/understanding of the requirement The Government will evaluate the Offeror’s approach and ability in performing the Scope of work for all tasks as described in the SOW for the base and option period. Specifically, technical merit will be determined primarily by the Offeror’s proposed approach in accomplishing all tasks for the base and option period and for the requirements of each HTTB battery design on the technology development capable of achieving safe, long-life high specific energy operation to meet the customer needs as described in the Key Performance Parameters (KPP) in Table 1 of Attachment A. “Pertinent Minimum Performance Requirements.”

(b) Price The Government will evaluate the Offeror’s reasonableness of the proposed price based on comparison to a Government estimate and to other Offeror’s proposed prices.

(c) Past Performance Past Performance on prior contracts similar in nature to the work issued under this task. The Government will evaluate the ability of the Offeror to demonstrate past performance similar in nature to the work proposed herein, either being performed or completed over the past three (3) years and experience conducting similar test programs. The Government may consider Offeror-submitted information, referenced information, Past Performance Information Retrieval System (PPIRS) information, and first-hand knowledge of Offeror past performance.