80GRC018R0027_Enclosure_3_-_Model_Contract.pdf

Section B - Supplies or Services and Prices

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

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

TOTAL FIRM FIXED PRICE

Estimated Price Fixed Fee Total Price

Cryocooler Study $TBD $TBD $TBD

Total $TBD $TBD $TBD

(End of Clause)

[END OF SECTION]

Section C - Description/Specifications/Statement of Work

C.1 SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to deliver and/or perform the items or services specified in accordance with the Offeror’s Statement of Work (SOW), Attachment A.

This procurement is for the acquisition of “High Capacity 90 Kelvin Cryocooler for Thermal Control of Space-Based Cryogenic Systems, Conceptual/Preliminary Design Study”.

After completion of this study, a Design, Development, Test and Evaluation (DDT&E) of a prototype cryocooler as per the specifications outlined in the attached SOW and with a clear path to flight may be forthcoming. However, this is not a funded action, nor is the timeframe known at this time.

C.2 GSR 1-1 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 SOW or specifications.

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

(1) Constitutes an assignment of additional work outside the SOW (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;

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

or

(6) Changes any performance-based requirement.

(d) All technical direction shall 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 shall 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.

(End of Text)

Section D - Packaging and Marking

D.1 NFS 1852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION (SEP

2005)

D.2 MARKING INSTRUCTIONS

(a) The Contractor shall mark each report, unless otherwise noted, with the following:

NASA Glenn Research Center 21000 Brookpark Road Cleveland, OH 44135 Wesley Johnson ATTN: Contract Number TBD

(b) In addition, the contract number and the number of each report in the deliverable shall be marked in consecutive order, beginning with No. 1, on the opposite side of each report.

(c) Each container shall include a packing list.

Section E - Inspection and Acceptance

E.1 FAR 52.246-9 INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT

FORM) (APR 1984)

E.2 FAR 52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

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

2015)

(a) At the time of each delivery (other than reports) to the Government under this contract, the

Contractor shall furnish a Material Inspection and Receiving Report (DD Form 250 series) prepared in one original and one copy. Technical data/reports do not require a DD Form 250.

(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.

E.4 GRC 52.246-92 INSPECTION AND ACCEPTANCE (JAN 1987)

Final inspection and acceptance of all work performed under this contract, including all deliverable items shall be performed at NASA GRC, and shall be determined by the end of the contract period of performance.

Section F - Deliveries or Performance

F.1 FAR 52.211-8 TIME OF DELIVERY (JUN 1997) ALTERNATE I (APR 1984)--

(a) The Government requires delivery to be made according to the schedule outlined in the

Offeror’s Statement of Work, Attachment A.

(b) The delivery dates or specific periods are based on the assumption that the Government will make award in the December 2018 timeframe. Each delivery date in the delivery schedule will be extended by the number of calendar days after the date that the contract is in fact awarded. Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed or otherwise furnished to the successful offeror results in a binding contract. Therefore, the Offeror should compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through ordinary mail.

F.2 FAR 52.242-15 STOP-WORK ORDER (AUG 1989)

F.3 FAR 52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

F.4 FAR 52.247-34 F.O.B. DESTINATION (NOV 1991)

F.5 LATE DELIVERABLES, EXTENSION REQUEST AND DATA RIGHTS

(a) In the event that the Contractor anticipates difficulty in complying with the contract delivery schedule, the Contractor shall notify the CO and COR immediately, in writing, giving pertinent details, including the date by which it expects to make delivery; provided, however, that this notification by itself does not constitute a waiver by the Government or approval of any contract delivery schedule. The Contractor has the opportunity to request an extension with a justification and consideration. Timeliness shall be part of the past performance evaluation.

(b) If the Contractor determines a potential slippage of the contract delivery schedule, the

Contractor has the opportunity to request an extension. The request shall be submitted electronically to the CO and COR and shall include the following information:

• Contract number

• CO name and email address

• COR name and email address

• New end date

• Type of extension (no-cost extension)

• Reason for extension (requires CO/COR Approval)

F.6 PERIOD OF PERFORMANCE – WITH REPORTS

The maximum total contract period of performance for the technical effort required under this contract is seven (7) months from the effective date of this contract, except that reports shall be delivered in accordance with the contract clauses related specifically to reports.

F.7 PLACE OF PERFORMANCE - SERVICES

The services to be performed under this contract shall be performed at the following location:

OFI

The Contractor may provide occasional visits to NASA facilities as needed.

Section G - Contract Administration Data

G.1 NFS 1852.227-70 NEW TECHNOLOGY- OTHER THAN A SMALL BUSINESS

FIRM OR NONPROFIT ORGANIZATION (APR 2015)

G.2 NFS 1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE

AND PATENT REPRESENTATIVE (APR 2015)

G.3 NFS 1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT

(APR 2018)

(a) The designated payment office is:

NASA Shared Services Center (NSSC) 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.

(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.4 APPROVALS BY THE NASA CONTRACTING OFFICER’S

REPRESENTATIVE

(a) All required approvals (or disapprovals) shall be furnished by the NASA Contracting

Officer’s Representative (COR) after receipt of the data to be approved. In the event the data is disapproved, the Contractor shall make the necessary corrections and resubmit the data to the NASA COR within ten (10) days after receipt of data to be corrected. The NASA COR’s disapproval or revision to the items submitted shall be within the general Scope of Work stated in the contract, and shall be in accordance with the "Technical Direction" clause of this contract.

(b) All requests for approval by the NASA COR shall be submitted in writing by the Contractor.

Simultaneously with such submission, a copy of the transmittal letter shall be furnished to the Contracting Officer.

(c) If notification of approval or disapproval is not received within the time period set forth in paragraph (a) above, the Contractor shall assume that approval has been granted.

G.5 MILESTONE DELIVERABLE/PAYMENT SCHEDULE

Deliverables shall be provided and invoices shall be submitted after receipt of each item as shown in the following schedules and in accordance with FAR clause (incorporated here by reference) 52.232-2 Payments under Fixed-Price Research and Development Contracts (APR 1984):

PAYMENT MILESTONES AND LIST OF PROPOSED DELIVERABLES

Milestone Number

Milestone Description Location Due Date Invoice/Payment

Plan Dollars

Percentage of Invoice/

Payment Plan

1 Kick-off Meeting Vendor Award + 3 weeks $OFI OFI%

2 Monthly Progress Reports Tele-conference

Monthly – 15th of each month

$OFI

OFI%

after completion of the third monthly telecon

3 Preliminary/Conceptual Design Review NASA GRC Award

+ 6 months $OFI OFI%

4 Final Report (non-proprietary) N/A Design Review

+ 1 month $OFI OFI%

5 CAD model N/A Design Review + 1 month $OFI OFI%

Totals $OFI 100%

G.6 There is no Government Furnished Equipment or Government Furnished Property (GFE/GFP) projected during performance of this study contract(s).

Section H - Special Contract Requirements

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

H.2 NFS 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 Glenn Research Center, where the foreign person shall 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 NFS 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 -

TBD) 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.

(End of clause)

H.4 NFS 1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS (DEC 2006)

- ALTERNATE II (DEC 2005)

H.5 GRC MODIFICATION (1/14) TO NFS 1852.235-74 -- ADDITIONAL REPORTS

OF WORK - RESEARCH AND DEVELOPMENT (JAN 2014)

As specified under Section F.2, 2) of this contract and in the Offeror’s SOW Section 4.2, 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 follow the formatting and content guidelines identified in paragraph (c) below.

(b) Report Format. All reports shall follow the format and content requirements described below.

(i) Cover page containing:

(A) Contract number, Task Order Number (if applicable), and title.

(B) The type of report ("Monthly Progress Report" or “Quarterly Progress Report"), and the period being reported.

(C) Contractor's name, address, and organizational segment generating the report.

(D) Signature of Contractor's cognizant Project Manager (or, if submitted electronically, an unambiguous indicator that the Project Manager has generated/reviewed the report)

(E) Date of issuance.

(F) Inclusion of the following statement: "Prepared for NASA Glenn Research

Center, Cleveland, OH 44135."

(ii) Section I -- Technical Progress Summary: A description of the work performed during the report period and the overall technical progress achieved. The current schedule status shall also be addressed in this summary.

(iii) Section II -- Current Problem(s): A description of any current problem(s) which may impede technical, schedule and/or cost performance, along with proposed corrective action(s). Include an explanation of how the problems could affect the cost and schedule of the reporting categories in the financial and schedular reports if applicable, as well as the effects at the total contract level.

(iv) Section III -- Risk Management: Include a list of Significant Open Risks and associated Mitigation Plans. Significant Open Risks are those that have the potential to affect major development milestones & goals, such as a delivery delay, a design-freeze date, a cost ceiling, a safety or health concern, environmental impacts, a technical trade-off decision, etc. Further guidance, if needed, is available in the following Risk Management reference documents, which are available through the NASA Online Directives Information System (NODIS):

(A) NPR 8000.4, "Agency Risk Management Procedural Requirements"

(B) GLPR 8000.1, “Risk Management"

Submission dates. Monthly 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. The final report shall be submitted within 30 days after the completion of the effort under the contract.

H.6 NFS 1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE

PROGRAM (APR 1985)

H.7 GRC 52.235-90 FINAL REPORT - SUPPLEMENTAL REQUIREMENTS (MAY

2018)

The following requirements are in addition to those stated in the Final Scientific and Technical Reports clause (1852.235-73) of this contract.

(1) In addition to the requirements of NPR 2200.2, Requirements for Documentation, Approval, and Dissemination of NASA Scientific and Technical Information, the format and content of the Final Report shall also follow NASA-SP-2015-7602 "NASA Publications Guide for Authors", incorporated herein by reference and made a part hereof. These documents are available at http://www.sti.nasa.gov [Click on "Tools" and then “NASA Publication Guide.”

(2) The Contractor shall submit an electronic copy of a DRAFT-FINAL REPORT to the NASA

Contracting Officer (CO) within 30 days after completion of the technical effort. The CO shall submit the electronic copy of the draft-final report to the Contracting Officer’s Representative (COR) and review comments from the COR for acceptance or rejection of the report. The COR's review will address technical accuracy, conformance with applicable law, policy and publication standards, and a determination of the availability and distribution of NASA-funded documents containing scientific and technical information (STI), via the Web-based Electronic Document Availability Authorization (E-DAA)/NF-1676B. Acceptance or rejection (in part or in total) of the draft-final report will be accomplished by NASA within thirty (30) days after receipt. Rejected draft-final reports shall be resubmitted within 10 working days for review following correction of the cited deficiency, unless otherwise directed by the NASA CO or NASA COR.

(3) Within thirty (30) calendar days after notification of approval of the Contractor's draft-final report, the Contractor shall distribute the approved Final Report electronically to the CO and

COR.

(4) Printing, duplicating, binding and other reproduction required under this contract is subject to the provisions of the Government Printing and Binding Regulations published by the Joint Committee on Printing, Congress of the United States and the clause at NFS 1852.208-81 entitled "Restrictions on Printing and Duplicating".

(5) The Contractor is solely responsible for managing the technical effort, the schedule, and the contract funds to ensure delivery of the Draft-Final Report and the Final Report on time.

Failure to deliver the Final Report as scheduled, or a request that additional funding be provided by the government to ensure delivery of the Final Report, may result in a Performance Evaluation of "Unsatisfactory” or a reduction in profit/fee equal to the additional cost associated with delivery of the Final Report, or both.

(6) IF THIS IS A TASK ORDER CONTRACT, the Contractor shall comply with this Final

Report requirement for every individual Task Order at the time of Task Order completion.

However, the Contractor is not required to provide a comprehensive Final Report for the entire contract.

(End of Clause)

H.8 APPLICABILITY OF CONFERENCES, CONFERENCE-RELATED TRAVEL

AND OTHER TRAVEL

(a) This is further detailed guidance related to the New Policies in Response to Direction in

OMB Memorandum-13-05 "Agency Responsibilities for Implementation of Potential Joint Committee Sequestration" issued on March 13, 2013. With respect to conference attendance, conference travel, and all other travel, the guidance is applicable to all circumstances where NASA requires or directs conference attendance, participation and travel.

(b) Contractors are required to report on and obtain approval from the Contracting Officer for conferences and conference related travel to the extent NASA requires or directs conference participation or attendance.

o "requires or directs" includes SOW requirements, or any oral or written direction/approval resulting in a direct charge to a contract.

Note: The term "conference" is defined in NASA Interim Directive {NID) 9700.1 Contractors, grantees, and cooperative agreement holders are expected to exercise due diligence when approving conference attendance, conference travel, and all other travel.

However, travel related to performance on contracts, grants and cooperative agreements and any other circumstances related to performance should continue. This Agency-wide guidance does not alter any contracts, cooperative agreements or grants. Any questions should be directed to the appropriate Contracting Officer.

H.9 ORGANIZATIONAL CONFLICTS OF INTEREST (OCI)

NASA has determined that the receipt of a contract from this solicitation will not constitute an OCI based on biased ground rules. An OCI based on biased ground rules could prevent the recipients from proposing on subsequent solicitations regarding the cryocooler study. NASA based this determination on FAR Section 9.505-2 (b) (1) (iii), which provides an exception for preparing specifications or work statements. This exception applies when more than one contractor has been involved in preparing the SOW.

The Offeror shall furnish an Organizational Conflicts of Interest (OCI) Avoidance Plan in accordance with NFS 1852.237-72 Access to Sensitive Information and IT Security Plan if applicable. This contract incorporates the Offeror’s OCI plan as a compliance document.

NASA intends to award one or more contracts for this study. Additionally, the study will provide valuable information for the SOW.

H.10 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF

OFFERORS

The completed provision 52.204-8, Annual Representations and Certifications, including any amended representation(s) made at paragraph (b) of the provision, and the certification required by section 3.2.4, Assurance of Compliance – China Funding Restriction, of the omnibus Broad Agency Announcement 80GRC018, are hereby incorporated by reference in this resulting contract.

H.11 ENVIRONMENTAL

All work performed under this contract shall be in compliance with all applicable Federal, state, and local environmental regulations.

H.12 SAFETY / HEALTH

All work performed under this contract shall be in compliance with 29 CFR 1910, OSHA standards. Any work performed at GRC shall comply with the Glenn Safety and Occupational Health Manuals.

PART II – CONTRACT CLAUSES

Section I - Contract Clauses

I.1 FAR 52.202-1 DEFINITIONS (NOV 2013)

I.2 FAR 52.203-3 GRATUITIES (APR 1984)

I.3 FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I.4 FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (SEP 2006)

I.5 FAR 52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

I.6 FAR 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS

FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

I.7 FAR 52.203-10 PRICE OF FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (MAY 2014)

I.8 FAR 52.203-12 LIMATATION ON PAYMENTS TO INFLUENCE CERTAIN

FEDERAL TRANSACTIONS (OCT 2010)

I.9 FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

(APR 2014)

I.10 FAR 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

I.11 FAR 52.204-2 SECURITY REQUIREMENTS (AUG 1996)

I.12 FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER

FIBER CONTENT PAPER (MAY 2011)

I.13 FAR 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS (OCT 2016)

I.14 FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT

2016)

I.15 FAR 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT

2016)

I.16 FAR 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE (JUL 2016)

I.17 FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS

AND CERTIFICATIONS (DEC 2014)

I.18 FAR 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 websites) 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.19 FAR 52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR

PROPOSED FOR DEBARMENT (OCT 2015)

I.20 FAR 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION

REGARDING RESPONSIBILITY MATTERS (JUL 2013)

I.21 FAR 52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED

DOMESTIC CORPORATIONS (NOV 2015)

I.22 FAR 52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS

(APR 2008)

I.23 FAR 52.215-2 AUDIT AND RECORDS—NEGOTIATION (OCT 2010)

I.24 FAR 52.215-8 ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT

(OCT 1997)

I.25 FAR 52.215-14 INTEGRITY OF UNIT PRICES (OCT 2010)

I.26 FAR 52.219-4 NOTICE OF PRICE EVALUATION PREFERENCE FOR

HUBZONE SMALL BUSINESS CONCERNS (OCT 2014)

I.27 FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (NOV 2016)

I.28 FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (AUG 2018)

ALTERNATE II (NOV 2016)

I.29 FAR 52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN

1999)

I.30 FAR 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM

REREPRESENTATION (JUL 2013)

I.31 FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB

1997)

I.32 FAR 52.222-3 CONVICT LABOR (JUN 2003)

I.33 FAR 52.222-19 CHILD LABOR--COOPERATION WITH AUTHORITIES AND

REMEDIES (JAN 2018)

I.34 FAR 52.222-20 CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND

EQUIPMENT EXCEEDING $15,000 (MAY 2014)

I.35 FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

I.36 FAR 52.222-26 EQUAL OPPORTUNITY (SEP 2016)

I.37 FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)

(a) Definitions. As used in this clause—

“Active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” “disabled veteran,” “protected veteran,” “qualified disabled veteran,’ and “recently separated veteran” have the meanings given at FAR 22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

I.38 FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES

(JUL 2014)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions shall be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

I.39 FAR 52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016)

I.40 FAR 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE

NATIONAL LABOR RELATIONS ACT (DEC 2010)

I.41 FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (MAR 2015)

I.42 FAR 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

I.43 FAR 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I.44 FAR 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING (AUG 2011)

I.45 FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN

2008)

I.46 FAR 52.227-1 AUTHORIZATION AND CONSENT (DEC 2007) - ALTERNATE I

(APR 1984)

I.47 FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT (DEC 2007)

I.48 FAR 52.227-10 FILING OF PATENT APPLICATIONS—CLASSIFIED SUBJECT

MATTER (DEC 2007)

I.49 FAR 52.227-11 PATENT RIGHTS—OWNERSHIP BY THE CONTRACTOR

(MAY 2014) AS MODIFIED BY NFS 1852.227-11 (APR 2015)

I.50 FAR 52.227-14 RIGHTS IN DATA—GENERAL (MAY 2014) [(MODIFIED BY

NFS 1852.227-14 (APR 2015)]

I.51 FAR 52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987)

I.52 FAR 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

Except for data contained on pages TBD, it is agreed that as a condition of award of this contract, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights (as defined in the “Rights in Data—General” clause contained in this contract) in and to the technical data contained in the proposal dated TBD, upon which this contract is based.

I.53 FAR 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

I.54 FAR 52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND

DEVELOPMENT CONTRACTS (APR 1984)

I.55 FAR 52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

I.56 FAR 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I.57 FAR 52.232-11 EXTRAS (APR 1984)

I.58 FAR 52.232-17 INTEREST (MAY 2014)

I.59 FAR 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

I.60 FAR 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

I.61 FAR 52.232-25 PROMPT PAYMENT (JAN 2017)

I.62 FAR 52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office shall pay approved requests on the 30th day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (a) of this clause, or into the Contractor certification. The payment period shall not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor's –

(i) failure to make progress, or

(ii) unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government.

Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.

(2) Property, as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the

Government under this clause, the Contractor shall obtain the Contracting Officer's advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not—

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor's records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's records and to examine and verify the Contractor's performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall-

(i) excuse the Contractor from performance of obligations under this contract, or

(ii) constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause –

(i) shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract, and

(ii) shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor's request for performance-based payment. The Contractor's request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract's description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the

Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that—

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on OFI), all payments to subcontractors and suppliers under this contract have been paid, or shall be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on OFI) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated OFI; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested shall not exceed any limitation in the contract, and the amount of all payments under the contract shall not exceed any limitation in the contract.

I.63 FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—SYSTEM

FOR AWARD MANAGEMENT (JUL 2013)

I.64 FAR 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS

(JUN 2013)

I.65 FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS (DEC 2013)

I.66 FAR 52.233-1 DISPUTES (MAY 2014)

I.67 FAR 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I.68 FAR 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM

(OCT 2004)

I.69 FAR 52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN

2017)

I.70 FAR 52.242-13 BANKRUPTCY (JUL 1995)

I.71 FAR 52.243-1 CHANGES—FIXED PRICE (AUG 1987) - ALTERNATE V (APR

1984)

I.72 FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (JUL 2018)

I.73 FAR 52.246-25 LIMITATION OF LIABILITY—SERVICES (FEB 1997)

I.74 FAR 52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(SERVICES) (SHORT FORM) (APR 1984)

I.75 FAR 52.249-9 DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT)

(APR 1984)

I.76 FAR 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 shall make their full text available.