(HyTEC NRA Appendix A) Attachment A - Model Contract.pdf

Table of Contents

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION C – DESCRIPTION/ SPECIFICATIONS/ STATEMENT OF WORK

SECTION D – PACKAGING AND MARKING

SECTION E – INSPECTION AND ACCEPTANCE

SECTION F – DELIVERIES OR PERFORMANCE

SECTION G – CONTRACT ADMINISTRATION DATA

SECTION H – SPECIAL CONTRACT REQUIREMENTS

SECTION I – CONTRACT CLAUSES

SECTION J – LIST OF ATTACHMENTS

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1. NFS 1852.216-73 ESTIMATED COST AND COST SHARING (DEC 1991)

(a) It is estimated that the total cost of performing the work under this contract will be

$ [OFI].

(b) For performance of the work under this contract, the Contractor shall be reimbursed for not more than [TBD] percent of the costs of performance determined to be allowable under the Allowable Cost and Payment clause. The remaining percent or more of the costs of performance so determined shall constitute the Contractor's share, for which it will not be reimbursed by the Government.

(c) For purposes of the Limitation of Funds clause, the total estimated cost to the Government is hereby established as $ [TBD]; this amount is the maximum Government liability.

(d) The Contractor shall maintain records of all contract costs claimed by the Contractor as constituting part of its share. Those records shall be subject to audit by the Government. Costs contributed by the Contractor shall not be charged to the Government under any other grant, contract, or agreement (including allocation to other grants, contracts, or agreements as part of an independent research and development program).

(End of Clause)

B.2. 1852.232-81 CONTRACT FUNDING (JUN 1990)

(a) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government to this contract is $ [TBD]. This allotment is for [TBD] and covers the following estimated period of performance: [TBD].

(b) An additional amount of $0.00 is obligated under this contract for payment of fee.

B.3. CLIN Line Item Number Structure

Offeror to provide list of items and/or services to be delivered to the Government. The tasks included in SOW should be linked to the CLINs offerors propose.

CLIN Structure Associated

Task(s) NASA Share Offeror Share Total Share

[OFI]

Total

(End of clause)

B.4 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 below in accordance with the Description/Specifications/Statement of Work [to be incorporated in Section C at Contract award].

[End of Section B]

SECTION C – DESCRIPTION/ SPECIFICATIONS/ STATEMENT OF WORK

Offeror Work Plan to be inserted.

C.1. GSR 1-1 TECHNICAL DIRECTION (APRIL 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.

C.3. Review Summary for Contract

C.3.1. Definitions:

Peer Reviews: Peer reviews are small and informal and provide a means to acquire insight into the technical aspects of the project. Peer reviews are non-decisional. Findings and suggested actions are recorded in an informal review report, usually written by the review team lead and delivered to the CE and PM. It is recommended the review report also be given to the Configuration Manager for archiving. This report documents the review purpose, objectives, participants, concerns, and suggested recommendations. Follow-up with the initiators who provided concerns ensures actions properly answer the reviewer’s concern. Formal pass/fail criteria are not specified for a peer review.

NASA will summarize the outcomes of the reviews and will tailor expectations to the purpose of the specific review. These reviews can be held during the normal monthly/weekly/bi-weekly meetings.

Below is a summary of reviews identified and where applicable the entrance and success criteria.

1. Kick-off review

2. To be filled out to be consistent with Work Plan

PDR Entrance and Success Criteria

Preliminary Design Review Entrance Criteria Success Criteria

1. The Project has successfully completed the previous planned milestone reviews, and responses have been made to all RFA/RID/Action Items, or a timely closure plan exists for those remaining open.

2. A preliminary PDR agenda, success criteria, and instructions to the review board have been agreed to by the NASA HyTEC technical team, Project manager, project Chief engineer, Review chair and industry partners. The life cycle reviews are all in coordination with the industry partner.

3. All planned lower level PDRs and peer reviews have been successfully conducted, and RID/RFA/Action Items have been addressed with the originator, or a timely closure plan exists for those remaining open.

4. Programmatic products to be delivered by the industry partners are ready for review at the maturity levels as required in accordance with the contract.

a. A preliminary design that can be shown to meet technical requirements and performance measures or has a NASA approved plan prior to PDR to meet all requirements by Critical Design Review

(CDR).

b. Subsystem design specifications (hardware and software), with supporting trade-off analyses and data, as required, that are ready to be baselined after with review comments incorporated.

1. The top-level requirements—including project success criteria, TPMs, KPPs, and any sponsor-imposed constraints—are agreed upon, finalized, stated clearly, and consistent with the preliminary design.

2. The flow down of verifiable requirements is complete and proper, or, if not, an adequate plan exists for timely resolution of open items. Requirements are traceable to parent technical requirements and to HyTEC goals and objectives.

3. The project cost and schedule, are credible and within project constraints and ready for NASA commitment.

4. The preliminary design is expected to meet the requirements at an acceptable level of risk.

5. Definition of the system interfaces (both to external entities and between internal elements) is consistent with the overall technical maturity and provides an acceptable level of risk.

7. The project risks are understood and have been credibly assessed, and plans, a process, and resources exist to effectively manage them.

Preliminary Design Review Entrance Criteria Success Criteria

c. Status of technical performance related to margins, TPMs, KPPs, and resolution of the previous review discrepancies addressing effectiveness of technical achievement and communicating the overall risk to the project.

d. Updated technology readiness level assessment.

e. Updated risk assessment and mitigations.

f. Life-Cycle Cost and Integrated Master Schedule (IMS) that are ready to be baselined after review comments are incorporated.

g. Applicable technical plans that are ready to be baselined after review comments are incorporated.

h. Applicable design standards that have been identified and incorporated.

i. Updated safety analyses and plan.

j. Interface definitions have been defined and are ready to define ICDs (or equivalent).

k. Verification/validation approach or plan is ready for baselining after review comments are incorporated.

l. Plans to respond to regulatory requirements (e.g., Environmental Impact Statement), as required, that are ready to be baselined after review comments are incorporated.

m. Baseline testing concepts and approaches are defined.

n. Initial facility contact(s) and preliminary planning have been accomplished.

8. Safety and mission assurance requirements applicable to this project have been addressed and considered during preliminary design and any applicable products (ie. hazard analysis) are at appropriate level of maturity.

9. Adequate technical and programmatic margins and resources exist to complete the development within budget, schedule, and known risks.

10. The testing concept is technically sound, includes the flow down of requirements for its execution.

11. Technical trade studies are mostly complete and documented to sufficient detail and remaining trade studies are identified, plans exist for their closure, and potential impacts are understood.

12. TBD/TBR/Unresolved items are clearly identified with acceptable plans and schedule for their disposition.

13. Preliminary analysis of the primary subsystems has been completed and summarized, highlighting performance and design margin challenges.

14. Appropriate modeling and analytical results are available and have been considered in the design.

15. Heritage designs have been suitably assessed for applicability and appropriateness.

16. Fabrication has been considered in the Test article design.

17. Initial facility contact(s) have occurred and preliminary plans are completed.

CDR Entrance and Success Criteria

Critical Design Review

Entrance Criteria Success Criteria

1. The project has successfully completed the previous planned life-cycle reviews, and all RFA/RID/Action Items have been addressed and resolved or a timely closure plan exists for those remaining open.

2. A preliminary CDR agenda, success criteria, and instructions to the review board have been agreed to by the technical team, project manager, Review chair and industry partners. The life cycle reviews are all in coordination with the industry partner prior to the CDR.

3. All planned lower level PDRs and peer reviews have been successfully conducted, and RID/RFA/Action Items have been addressed with the originator, or a timely closure plan exists for those remaining open.

4. Programmatic products to be delivered by the industry partners are ready for review at the maturity levels as required in accordance with the contract.

a. A detailed design that can be shown to meet all technical requirements and performance measures or has an agreed to plan by NASA to meet all technical requirements or has waivers agreed to by NASA.

b. Product build-to-specifications along with supporting trade-off analyses and data that are ready to be baselined after review comments are incorporated.

c. Fabrication, assembly, integration, and test plans and procedures are being developed and are ready to be baselined after review comments are incorporated.

d. Technical data package (e.g., integrated schematics, spares provisioning list, ICDs (or equivalent), engineering analyses, and specifications.

e. Status of technical performance related to margins, TPMs, KPPs, and resolution of the previous review discrepancies addressing effectiveness of technical achievement and communicating the overall risk to the project.

f. Test and facility limits and constraints are defined.

g. Updated technical resource utilization estimates and margins.

1. The detailed design is expected to meet the requirements with adequate margins.

2. Interface control documents are sufficiently mature to proceed with fabrication, assembly, integration, and test, and plans are in place to manage any open items.

3. The project’s cost and schedule estimates are credible and within project constraints.

4. High confidence exists in the product baseline, and adequate documentation exists or will exist in a timely manner to allow proceeding with fabrication, assembly, integration, and test.

5. The product verification and product validation requirements and approaches or plans are complete.

6. The testing approach is comprehensive and at a CDR level of detail, and the planning for system assembly, integration, test, and facility operations has been considered in test planning and is sufficient to progress into the next phase.

7. Adequate technical and programmatic margins and resources exist to complete the development within budget, schedule, and known risks.

8. Risks to safety and project success are understood and credibly assessed, and plans and resources exist to effectively manage them.

9. Safety and Mission Assurance (S&MA) requirements applicable to this project, has been addressed, they are mature, and have been baselined.

10. The project has demonstrated compliance with applicable NASA and implementing Center and facility requirements, standards, processes, and procedures.

11. TBD/TBR/Unresolved items are clearly identified with acceptable plans and schedule for their disposition.

12. Engineering test units, prototype units, Critical Design Review

h. Data acquisition list (e.g. Master Measurement List) is ready to be baselined after review comments are incorporated.

i. Updated verification approach or plan

j. Updated validation plan approach or plan

k. Updated technology readiness level assessment.

l. Updated risk assessment and mitigation.

m. Updated Life Cycle Costs and IMS and facility(s) have been scheduled.

n. Interface control documents (or equivalent) that are ready to be baselined following the review.

o. Subsystem-level and preliminary safety analyses that are ready to be baselined after review comments are incorporated.

p. Systems and subsystem requirements (as needed) are ready for baselined after review comments are incorporated.

q. System safety analysis with associated verifications that is ready to be baselined after review comments are incorporated.

and/or modeling and simulations have been developed and/or tested per plan.

13. Material properties tests are completed along with analyses of loads, stress, fracture control, and other analyses as required are completed and approved by the industry partner and NASA.

14. Fabrication has been adequately included in design.

15. Procurement execution is complementary with the technical development schedule.

FIR Entrance and Success Criteria

Facility Integration Review

Entrance Criteria Success Criteria

1. The project has successfully completed the previous planned life-cycle reviews, and all RFA/RID/Action Items have been addressed and resolved or a timely closure plan exists for those remaining open.

2. A preliminary FIR agenda, success criteria, and instructions to the review board have been agreed to by the technical team, Project manager, Chief engineer, Review chair and industry partners. The life cycle reviews are all in coordination with the industry partner prior to the FIR.

3. The following primary products are ready for review:

a. Integration plans (e.g. facility, system) have been updated and approved.

b. Initial V&V results from any lower tier products that have been verified

c. Integration procedures have been identified and are scheduled for completion prior to their need dates.

d. Interface requirements necessary to start system and facility integration have been verified in accordance with the interface control documentation and plans for verification of remaining hardware exist.

e. Updated interface definitions

f. Interface control documents are baselined and ready for review.

g. Facility integration risks are identified and mitigated plans identified.

h. Outstanding issues, concerns, to be resolved.

i. Procurement status.

j. Software status.

4. Test article, subsystem, and/or components are on schedule to be available for facility integration.

5. Test objectives and data requirements have been identified and approved by NASA HyTEC Project.

6. All functional, unit-level, subsystem, and analysis/testing has been conducted successfully or is on track to be conducted prior to scheduled integration.

7. Integration facilities, including build-up rooms, ground support equipment, handling fixtures,

1. Integration plans, ICDs (or equivalent), and procedures are on track for completion and approval to support system and facility integration.

2. Previous component, subsystem, and system analysis/test results form a satisfactory basis for proceeding to integration.

3. The project cost and testing schedule estimates are credible with adequate margins and within constraints.

4. Risks are identified and accepted by project leadership as required.

5. Demonstrated compliance with applicable NASA requirements, standards, processes, and procedures.

6. TBD/TBR/Unresolved items are clearly identified with acceptable plans and schedule for their dispositions.

7. The integration procedures and workflow have been clearly defined and documented or are on schedule to be clearly defined and documented prior to their need date.

8. The review of the integration plans, as well as the procedures, environment, and configuration of the items to be integrated, provides a reasonable expectation that the integration will proceed successfully.

9. All training necessary to properly integrate the system has been performed.

10. Software components meet the success criteria defined in applicable documentation.

Facility Integration Review overhead cranes, and electrical test equipment, and their associated quality controls are ready or will be available when required.

8. Support personnel have been trained or will be by test integration date.

9. Handling and safety requirements have been documented.

10. All known test article discrepancies have been identified, dispositioned, and are on schedule for closure.

11. Other FIR technical products (as applicable) for hardware and software elements have been made available to the cognizant participants prior to the review:

a. Updated IMS.

b. Final transportation criteria and instructions.

c. Preliminary disposal plans.

TRR Entrance and Success Criteria

Test Readiness Review

Entrance Criteria Success Criteria

1. A preliminary TRR agenda, success criteria, and instructions to the review team have been agreed to by the technical team, Project manager, Chief engineer, Review chair and industry partners. The life cycle reviews are all in coordination with the industry partner prior to the TRR.

2. The test objectives have been clearly defined and documented.

3. Approved test plans, test procedures, test environment, and configuration of the test item(s) that support test objectives are available.

4. All test interfaces have been placed under configuration control or have been defined in accordance with an agreed to ICD (or equivalent) or plan, and version description document(s) for both test and support systems have been made available to the TRR participants prior to the review.

5. All known system discrepancies have been identified and dispositioned in accordance with an agreed-upon plan.

6. All required test resources—people (including a designated test director), facilities, test articles, test instrumentation, and other test-enabling products—have been identified and are available to support required tests.

7. Roles and responsibilities of all test participants are defined and agreed to.

8. Test safety planning has been accomplished, and all personnel have been trained.

9. As-built hardware and software documentation defining the configuration of the item under test are released and under configuration control.

1. Adequate test plans are completed and approved for the system under test.

2. Adequate identification and coordination of required test resources are completed.

3. The project has demonstrated compliance with applicable facility, NASA, and implementing Center requirements, standards, processes, and procedures.

4. TBD/TBR/Unresolved items are clearly identified with acceptable plans and scheduled for their disposition.

5. Risks have been identified, credibly assessed, and appropriately mitigated.

6. Residual risk is accepted by project leadership as required.

7. The objectives of the testing have been clearly defined and documented, and the review of all the test plans, as well as the procedures, environment, and configuration of the test item, provides a reasonable expectation that the objectives will be met.

8. The test cases have been analyzed and are consistent with the test plans and objectives.

9. Test personnel have received appropriate training in test operation and health and medical safety procedures.

10. All ICDs or equivalent have been met or it is shown they will be.

11. Plans to capture any lessons learned from the test program are documented.

[End of Section]

SECTION D – PACKAGING AND MARKING

D.1. 1852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION. (SEP 2005)

D.2. 1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT

(JAN 2011)

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

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

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

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

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

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

(1) Date originally placed in service.

(2) Item condition.

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

National Aeronautics and Space Administration John H. Glenn Research Center

Shipping/ Receiving SARF Building

21000 Brookpark Road Cleveland, OH 44135

Email: grc-contracts@mail.nasa.gov

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

[End of Section D]

SECTION E – INSPECTION AND ACCEPTANCE

E.1. 52.246-8 Inspection of Research and Development – Cost-Reimbursement – ALT I (APRIL 1984)

E.2. GRC 52.246-92 Inspection and Acceptance (JAN 1987)

Final inspection and acceptance of all work performed under this contract, including all deliverable items will be performed at destination.

E.3. 52.246-9 Inspection of Research and Development (SHORT FORM) (APR 1984)

[End of Section E]

SECTION F – DELIVERIES OR PERFORMANCE

Offeror to submit proposed deliverables and delivery schedule

F.1. 52.242-15 Stop-Work Order (AUG 1989) - ALT I (APR 1984)

F.2. 52.247-34 F.O.B. Destination (NOV 1991)

[End of Section F]

SECTION G – CONTRACT ADMINISTRATION DATA

G.1. 1852.227-70 New Technology – Other Than A Small Business Firm or Nonprofit Organization (APR 2015)

G.2. 1852.227-72 Designation of New Technology Representative and Patent Representative

(APR 2015)

G.3. 1852.227-86 Commercial Computer Software License (APR 2015)

G.4. 1852.242-73 NASA Contractor Financial Management Reporting (NOV 2004)

G.5. GRC 52.242-96 NASA Contractor Financial Reporting – Supplemental Requirements

(NOV 2012)

(a) The following reporting requirements are associated with those stated in the NASA Contractor Financial Management Reporting clause (1852.242-73) of this contract, and NPR 9501.2, NASA Contractor Financial Management Reporting. NPR 9501.2 may be accessed through the NODIS Library at http://nodis3.gsfc.nasa.gov/.

(1) Approved Contract Baseline

(i) Within thirty (30) working days after the contract effective date, the Contractor shall provide a summary page(s) to the Contracting Officer (CO) and Contracting Officer’s Representative (COR), showing each reporting category as budgeted on a month-by-month basis for the duration of the work effort (Optional work efforts shall be separately summarized and Fiscal Years shall be subtotaled).

(ii) The corresponding monthly amounts on this summary shall be the amounts appearing in the “Planned” columns (7b and 7d) of each month’s NF 533 as reported during the duration of the work effort.

(iii) The following cost categories are required to appear in the “Contract Value” column (9b) of the NF 533. No amounts shall accrue against any cost category not listed herein, unless authorized in writing by the CO (Email is sufficient). Variations in format or organization are authorized, as long as they conform to the contract reporting requirements.

Direct Labor Hours Direct Labor Dollars Labor Overhead/Fringe Dollars Material Dollars Material Overhead Dollars Other Direct Cost Dollars

- Travel

- Freight

- Equipment

- Training

Subcontract Dollars

Other Indirect Dollars G&A Dollars COM Dollars NASA Cost Share Contractor Cost Share

Total Combined Amount

(iv) In the event of a revision to the work effort, the Contractor shall provide a revised month-by-month summary within 10 working days after the revision is approved.

(2) Monthly and Quarterly NF 533 Reports

(i) The Contractor shall submit the following financial reports:

(A) NF 533M (Monthly Contractor Financial Management Report)

(B) NF 533Q (Quarterly Contractor Financial Management Report)

(ii) Upon written request, the CO may authorize an alternative format that provides substantially the same level of detail as the required NF 533(s), but is more compatible with the Contractor's standard accounting/reporting format.

(iii) The report(s) shall be prepared in accordance with the instructions contained in contract clause 1852.242-73 and NPR 9501.2, and on the reverse of the forms.

Additionally, any contract requirements identified as Capital Assets have special reporting requirements, which are specified in the “Capital Asset Acquisition” clause of this contract. Column 7b Cost Incurred/Hours Worked During Month Planned and 7d Cost Incurred/Hours Worked Cum. to Date Planned of the NF 533 M represent the negotiated baseline plan plus authorized changes for the contract.

There may not be a direct relationship between the estimates provided in section 8 (Estimated Cost/Hours to Complete) of the NF 533 M and columns 7b and 7d.

Columns 7b and 7d represent the negotiated baseline plan plus authorized changes, unlike the estimates provided in columns 8a, 8b, and 8c. Data in section 8 should not be simply a restatement of the baseline values.

(iv) The cost categories for the monthly and quarterly reports are the same as those specified in paragraph (a)(1)(iii) above.

(v) The Contractor shall provide a narrative explanation for any variance listed in the table below that exceeds the listed threshold. The explanation shall be provided as a footnote on the NF 533 report page, or included in a variance explanation table attached to the NF 533 report, and shall be detailed by cost category. The explanation shall include the cause of the variance, its impact on contract completion within the estimated cost, and the corrective action taken or proposed to be taken by the Contractor.

VARIANCE REPORTING REQUIREMENTS

Title of Variance

Definition Threshold

Actual vs.

Estimated Cost

Any variance at the total contract level between a previous estimated month-specific expenditure and the actual expenditure reported for the same month. For example: The March 533M reported an estimated total contract expenditure for April of $100K, and subsequent April 533M reported actual total contract costs of $88K, which is a variance of 12%

10%

Actual vs.

Planned to Date

Any variance at the total contact level between the planned cost to date and the actual cost to date

The lesser of 10% or $100K

Contractor Final Estimate

vs. Contract Value

Any variance at the total contract level between the contractor’s current final cost estimate and the current contract value.

The lesser of 5% or $100K

(Additional variance reporting requirements may be added at the discretion of the Contracting Officer)

(vi) IF THIS IS A TASK ORDER CONTRACT:

(A) The Contractor shall submit one set of monthly reports that summarize the entire contract at the Task Order Level (total hours/dollars per Task Order), and monthly reports showing cost detailed by the individual cost categories identified in paragraph (a)(1)(iii) above, for each active Task Order and for the total contract effort.

(B) If the contract includes identified capital asset expenditures, each capital asset shall be reported on its own report page. The level of reporting detail for capital assets shall be equal to the separate reporting for Task Orders under the contract.

(vii) Report periods and submittal dates shall be in accordance with the instructions contained in NPR 9501.2. All reports shall include the signature of the Contractor party responsible for the information on the reports.

(viii) Reports shall be submitted electronically and/or in hardcopy format, in the number of copies, and to the individuals/areas indicated below:

Individual/Area No. of Copies E = Electronic H = Hard copy

Mail Stop Email Address

CO 1E ian.park@nasa.gov

COR 1E TBD

Accounting and Financial Analysis Division (AFAD)

533 Org. Box 1E grc-dl-cfo-nf533-reports@mail.nasa.gov

(ix) Late, Inaccurate, or Incomplete Reports may result in the following penalties:

(A) Payment withheld until compliance is demonstrated,

(B) Negative Contractor Performance Assessment ratings, and/or

(C) Reduction in award fee.

(b) The following reporting requirements are in addition to those stated in the NASA Contractor Financial Management Reporting clause (1852.242-73) of this contract, and NPR 9501.2, NASA Contractor Financial Management Reporting.

(1) Contractor Headcount Reports

(i) Each fiscal year quarter (December 31, March 31, June 30 and September 30), the contractor shall prepare a report that shows, for each reporting category that includes labor costs, the total onboard headcount (including WYEs) by labor category. Program management staff shall be listed separately. The headcount is total staffing including recurring subcontract support included as direct labor in the NF533.

(ii) The report shall be prepared in the sample format provided in Attachment , Contractor Headcount Report, to this contract.

(iii) The report shall be submitted electronically to the CO no later than fifteen

(15) workdays after the close of the fiscal year quarter end date.

(2) Contractor Accounting Calendar

(i) The contractor shall prepare an accounting calendar for the life of the contract (base period plus all option periods).

(ii) The accounting calendar shall include the data categories shown in Attachment , Sample Contractor Accounting Calendar, to this contract.

(iii) The accounting calendar shall be submitted electronically to the CO within fifteen (15) working days after the contract effective date.

G.6. 1852.232-80 Submission of Vouchers/ Invoices for Payment (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

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

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

(c) Payment requests.

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

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

(i) Vouchers.

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

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

(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 requests. 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/invoices 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.7. 1852.227-72 Designation of New Technology Representative and Patent Representative

(APR 2015)

G.8. 1852.245-75 Property Management Changes (JAN 2011)

G.9. 1852.245-78 Physical Inventory of Capital Personal Property (AUG 2015)

[End of Section G]

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1. 1852.208-81 Restrictions on Printing and Duplicating (NOV 2004)

H.2. 1852.223-72 Safety and Health (Short Form) (JUL 2015)

H.3. 1852.242-72 Denied Access to NASA Facilities (OCT 2015)

H.4. 1852.244-70 Geographic Participation in the Aerospace Program (APR 1985)

H.5. 1852.223-75 Major Breach of Safety or Security (FEB 2002)

H.6. 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 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 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 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.

H.7. 1852.235-73 Final Scientific and Technical Reports (DEC 2006) – ALT II (DEC 2005)

H.8. 1852.235-74 Additional Reports of Work -- Research and Development (FEB 2003)

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

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

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

Sufficient diagrams, sketches, curves, photographs, and drawings should be included to convey the intended meaning.

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

H.9. 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.

H.10. 1852.235-71 Key Personnel and Facilities (MAR 1989)

(a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall—

(1) Notify the Contracting Officer reasonably in advance; and

(2) Submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

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

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

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

[OFI]

[End of Section H]

SECTION I – CONTRACT CLAUSES

I.1. 52.202-1 Definitions (JUN 2020)

I.2. 52.203-3 Gratuities (APR 1984)

I.3. 52.203-5 Covenant against Contingent Fees (MAY 2014)

I.4. 52.203-6 Restrictions on Subcontractor Sales to the Government (JUN 2020)

I.5. 52.203-7 Anti-Kickback Procedures (JUN 2020)

I.6. 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

(MAY 2014)

I.7. 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014)

I.8. 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 2020)

I.9. 52.203-13 Contractor Code of Business Ethics and Conduct (JUN 2020)

I.10. 52.203-14 Display of Hotline Poster(s) (JUN 2020)

I.11. 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)

I.12. 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011)

I.13. 52.204-7 System for Award Management (OCT 2018)

I.14. 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011)

I.15. 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020)

I.16. 52.204-13 System for Award Management Maintenance (OCT 2018)

I.17. 52.204-14 Service Contract Reporting Requirements (OCT 2016)

I.18. 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

I.19. 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014)

I.20. 52.204-23 Prohibition on Contracting For Hardware, Software, and Services Developed or Provided By Kaspersky Lab and Other Covered Entities (JUL 2018)

I.21. 52.204-25 Prohibition on Contracting For Certain Telecommunications and Video Surveillance Services or Equipment (AUG 2020)

(a) Definitions. As used in this clause—

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means–

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled-

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology;

or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition. (1) Section 889(a)(1)(A) of the John S.