Attachment A - AACES 2050 Model Contract_Final.pdf

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

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

The estimated cost of this contract is __TBD__ exclusive of the fixed fee of __TBD__. The total estimated cost and fixed fee is __TBD__.

(End of clause)

1852.216-75 PAYMENT OF FIXED FEE (DEC 1988)

The fixed fee shall be paid in monthly installments based upon the percentage of completion of work as determined by the Contracting Officer.

(End of clause)

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 [Insert applicable item number(s), task(s), or work description] __TBD__ and covers the following estimated period of performance: __TBD__.

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

(End of clause)

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 CLIN(s /SLIN(s) offerors propose.

CLIN/SLIN Associated Task(s) Cost

[OFI]

Total

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 of Contract award].

(End of clause)

(End of Section B)

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SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

[Offeror work plan to be inserted]

GRC 52.255-90 TECHNICAL DIRECTION (APR 2016)

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

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

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

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

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

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

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

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

(6) Changes any performance-based requirement.

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

(e) The Contractor shall proceed promptly with the performance of technical direction issued by the CO or COR, unless, in the Contractor's opinion, any instruction or direction falls within any of the categories defined in paragraph (c) of this clause. In the latter event, the Contractor shall not proceed but shall within 5 working days notify the CO in writing of the basis for its opinion.

Within 30 calendar days of receiving this notification, the CO will either amend the technical direction, request a proposal for an amendment to the contract or Task Order, advise the Contractor in writing that the technical direction is considered to be within the limits of this clause and that the Contractor should proceed promptly with its performance, or rescind the technical direction in its entirety.

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

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(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.

Emergency Preparedness and Response (November 2015)

(a) The Contractor’s obligation may include resolution of unusual or emergency situations. The Contractor may be required to assist NASA, within the general scope of work, in preparation for, or in response to emergencies.

(b) Obligations under this requirement shall only arise when one or more of the criteria at FAR 18.001, enabling NASA to utilize “Emergency Acquisition Flexibilities”, are met.

(c) If the emergency preparedness and response requirements result in changes to the contract, all contract adjustments will be processed in accordance with the Changes clause of this contract.

(End of clause)

(End of Section C)

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SECTION D – PACKAGING AND MARKING

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

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT

(JAN 2011)

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

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

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

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

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

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

(1) Date originally placed in service.

(2) Item condition.

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

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 Clause)

(End of Section D)

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SECTION E - INSPECTION AND ACCEPTANCE

52.246-8 INSPECTION OF RESEARCH AND DEVELOPMENT – COST-

REIMBURSEMENT (APRIL 1984)

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.

(End of Section E)

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SECTION F - DELIVERIES OR PERFORMANCE

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

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

PERIOD OF PERFORMANCE: [TBD]

(End of Section F)

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SECTION G - CONTRACT ADMINISTRATION DATA

Clauses incorporated by reference:

1852.227-70 NEW TECHNOLOGY—OTHER THAN A SMALL BUSINESS FIRM OR

NONPROFIT ORGANIZATION. (APR 2015)

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND

PATENT REPRESENTATIVE (APR 2015)

1852.242-73 NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING. (NOV

2004)

(End of by reference clauses)

1852.232-80 SUBMISSION OF VOUCHERS 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.

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(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.

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GRC 52.242-96 NASA CONTRACTOR FINANCIAL REPORTING - SUPPLEMENTAL

REQUIREMENTS (JUN 2021)

(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 https://nodis3.gsfc.nasa.gov/displayDir.cfm?t=NPR&c=9501&s=2E

(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 ___________________ Fee Dollars ___________________

Total Cost Plus Fee

80GRC024N0001 Page 10 of 46 contract expenditure for April of $100K, and subsequent April 533M reported actual total contract costs of $88K, which is a variance of 12%

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) Report periods for both the 533M and 533Q and the due date for the 533Q shall be in accordance with the instructions contained in the NPR 9501.2. The due date for the 533M report shall be the earlier of:

(A) 10 working days following the close of the contractor accounting period for the 533M report (or)

(B) 5 working days following the issuance of any voucher or invoice for contract operations cost reimbursement or Fee for the invoice service period that coincides or corresponds to the accounting period for the 533M report.

(ix) The Contracting Officer reserves the right to reject or short pay any invoice that exceeds a 533 costed amount for that given time period. These invoices shall not be subject to interest payments under the Prompt Payments clause.

(x) The timely submission of the 533M report is important to the success of NASA’s mission. To accommodate the close of the NASA government fiscal year on September 30, submission of the 533M report in September is critical and early submission may be required up to two weeks prior to normal submission. Exact date to be communicated by the Contracting Officer.

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

GRC 52.245-100 CAPITAL ASSET ACQUISITION (NOV 2015)

(a)The following contract line items have been designated by NASA as capital assets*: Line- Item No.

Line-Item No. Description Quantity Unit Price Total Price No Capital Assets

*A capital asset is an item: 1) With a total acquisition cost of $500,000 or more, 2) With an estimated useful life of 2 years or more, 3) Not intended for sale in the contractor’s ordinary course of operations, 4) Acquired and/or constructed by the contractor with the intention of being used, or being available for use, by NASA, and 5) With a greater than 50% likelihood that the item will be used on another program/project(s) that has not yet commenced. (Note: Items and/or services with values less than $500,000 that contribute to the acquisition or increased value of a capital asset (e.g. surveys for real property or components for capital equipment) are also subject to capitalization rules. Generally, NASA will inform the contractor if such items and/or services are classified as capital assets.)

(b)During contract performance, if the contractor determines a need to acquire or fabricate items that may meet the criteria for capital assets beyond those specified above, the contractor shall submit a written request for approval to the contracting officer. Based on internal review, if the items are determined necessary for contract performance and determined to be capital assets, the contracting officer will modify the contract to: 1) Add separate line items to the contract appropriately, and 2) reference those items in paragraph (A) of this clause.

(c)If NASA Contractor Financial Management Reports (NASA Form (NF) 533’s) are required under this contract, the contractor shall report all costs incurred against each identified capital asset on its own report page on the NF 533’s.

(d)The costs incurred for each item designated as a capital asset shall be identified separately on any invoice, voucher, progress payment request, or other authorized payment request submitted by the contractor under this contract.

(End of Section G)

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SECTION H - SPECIAL CONTRACT REQUIREMENTS

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

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

I (FEB 2006)

1852.235-72 INSTRUCTIONS FOR RESPONDING TO NASA RESEARCH

ANNOUNCEMENTS (JUL 2016)

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

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

ALTERNATE II (DEC 2005)

1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM.

(APR 1985)

(End of by reference clauses)

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 [insert name of NASA installation], where the foreign person will have access to export-controlled technical data or software.

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

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

(End of clause)

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

80GRC024N0001 Page 15 of 46

(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.

[List here the personnel and/or facilities considered essential, unless they are specified in the contract Schedule.][OFI]

(End of clause)

GRC 1852.235-74 GRC MODIFICATION (1/14) TO NFS 1852.235-74 -- ADDITIONAL

REPORTS OF WORK - RESEARCH AND DEVELOPMENT (JAN 2014)

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 follow the formatting and content guidelines identified in paragraph (c) below.

(b) Quarterly progress reports. The Contractor shall submit separate quarterly reports of all work accomplished during each three-month period of contract performance. Reports shall follow the formatting and content guidelines identified in paragraph (c) below. 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.

(c) 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."

80GRC024N0001 Page 16 of 46

(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"

(v) Section IV -- Work Planned: A description of the work to be performed during the next monthly reporting period.

(vi) (APPLICABLE TO QUARTERLY REPORTS ONLY) Section V -- Analysis:

Interpretation of the results obtained, recommendations of further action, and discussion of the relationships between work performed and the ultimate objectives of the contract. Applicable diagrams, sketches, graphs, photographs, and drawings should be included, if they assist in conveying the intended meaning of this Section.

(d) 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 is due at the end of the period of performance of the contract.

(End of clause)

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.

80GRC024N0001 Page 17 of 46

(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)

IDENTIFICATION AND REPRESENTATION OF LIMITED RIGHTS DATA AND

RESTRICTED COMPUTER SOFTWARE (Combined Clause)

(a) This clause does not apply to restrictions based solely on copyright.

80GRC024N0001 Page 18 of 46

(b) Consistent with FAR 52.227-15(b), Limited Rights Data and Restricted Computer Software to be delivered in performance of this contract will be identified and listed pursuant to this clause. The Contractor shall not deliver any data in performance of this contract with restrictive or limiting markings unless the data are listed herein or later identified and certified by the Contractor that such data qualify as Limited Rights Data or Restricted Computer Software in accordance with their respective definitions in FAR 52.227-14(a), as specified in paragraph (c) of this clause.

(c) Pre-Award Identification.

(Start of identification and representation)

The Contractor represents it has accurately identified, through recorded information, the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software, and hereby certifies that the data related thereto and identified below qualify as Limited Rights Data or Restricted Computer Software in accordance with their respective definitions in FAR 52.227-14(a):

Technical Data* or Computer Software** to be Furnished with Restrictions

Basis for Representation***

Represented Rights Category****

Name of Person Representing Restrictions*****

[OFI] [OFI] [OFI] [OFI]

* A representation of limited rights data is applicable to a lowest segregable level pertaining to an item, component, or process. Identify the lowest level pertaining to an item, component, or process.

** A representation of restricted computer software is applicable to a lowest segregable level pertaining to computer software. Identify the lowest segregable level pertaining to computer software.

*** Generally, the development of an item, component, process, or computer software at private expense is the only basis for representing limited or restricted rights on the Government. If development was not at private expense, enter the specific reason for asserting that the Government’s right should be limited or restricted.

**** Enter represented rights category (e.g., limited rights, restricted rights, SBIR rights).

***** Corporation, individual, or other person, as appropriate.

Date Printed Name and Title Signature

(End of identification and representation)

(d) Post-Award Identification. In addition to the representations made within this clause, other representations may be made after award when based on new information or inadvertent omission unless the inadvertent omission would have materially affected the Government’s

80GRC024N0001 Page 19 of 46 source selection decision, a payment decision, or both. Such identification and representations may be made after award whereby the Contractor shall submit a request to the Contracting Officer as soon as practicable after initial identification in the following format and signed by an official authorized to contractually obligate the Contractor. The Contracting Officer will consider such a request and determine whether or not to accept the request by incorporating it in a contract modification. Such post-award identification shall be made in the following format:

(Start of identification and representation)

Identification and Representation of Limited Rights Data and Restricted Computer Software

The Contractor asserts additional data not previously identified pursuant to the

IDENTIFICATION AND REPRESENTATION OF LIMITED RIGHTS DATA AND

RESTRICTED COMPUTER SOFTWARE clause and required to fulfill the data delivery requirements qualify as limited rights data or restricted computer software. The Contractor represents it has accurately identified, through recorded information, the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software. Furthermore, the Contractor represents it has verified such recorded information and hereby certifies that the data identified below qualify as limited rights data or restricted computer software in accordance with their respective definitions in FAR 52.227-14(a):

Technical Data* or Computer Software** to be Furnished with Restrictions

Basis for Representation***

Represented Rights Category****

Name of Person Representing Restrictions*****

[OFI] [OFI] [OFI] [OFI]

* A representation of technical data asserted as limited rights data is applicable to a lowest segregable level pertaining to an item, component, or process. Identify the lowest segregable level pertaining to an item, component, or process.

** A representation of restricted computer software is applicable to a lowest segregable level pertaining to computer software. Identify the lowest segregable level pertaining to computer software.

*** A representation of other data shall be made at a lowest segregable level (i.e., broad descriptions are generally unacceptable due to indefiniteness). Generally, the development data entirely at private expense is the only basis for representing limited or restricted rights on the Government. If development was not at private expense, enter the specific reason for asserting that the Government’s rights should be limited or restricted.

**** Enter represented rights category (e.g., limited rights, restricted rights, SBIR rights).

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***** Corporation, individual, or other person, as appropriate.

******Contractor fill-in after award as applicable.

Date Printed Name and Title Signature

(End of identification and representation)

(e) If requested by the Contracting Officer, the Contractor shall provide sufficient recorded information to justify the validity of limited rights data or restricted computer software identified in this clause. Such written justification shall include historical documentary evidence that clearly identifies the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software. Conclusory statements without supporting historical documentary evidence shall constitute a failure to provide written justification to substantiate the propriety of the markings. Costs and expenses associated with providing sufficient recorded information to justify the validity of limited rights data or restricted computer software are unallowable costs under this contract. The Contractor shall substantiate its limited rights data or restricted computer software assertions at its own expense.

(f) Based on the Contractor’s actions or deliberate inaction, an omission regarding failing to identify data or a failure by the Contractor to identify, analyze, or verify data as described in this clause may be deemed as an act in deliberate ignorance or reckless disregard of the truth or falsity of the information. The Contractor may not rely on past or commensurate actions or inactions by the Government regarding data not previously identified to the Government as limited rights data or restricted computer software yet delivered to the Government with restrictive or limiting markings and actually or constructively accepted by the Government.

(g) Subcontracting. If applicable, the Contractor shall obtain from its subcontractors sufficient recorded information to justify the validity of limited rights data or restricted computer software identified in this clause necessary to fulfill the Contractor’s obligation in paragraph (e) of this clause.

If a subcontractor refuses to accept terms affording the Contractor to provide such sufficient recorded information to the Contracting Officer, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(End of Clause)

(End of Section H)

80GRC024N0001 Page 21 of 46

SECTION I - CONTRACT CLAUSES

52.202-1 DEFINITIONS. (JUN 2020)

52.203-3 GRATUITIES. (APR 1984)

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

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT

(JUN 2020)

52.203-7 ANTI-KICKBACK PROCEDURES. (JUN 2020)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY.

(MAY 2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS. (JUN 2020)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT. (NOV 2021)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS. (JAN 2017)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER. (MAY 2011)

52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS. (JUN 2020)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018)

80GRC024N0001 Page 22 of 46

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE.

(AUG 2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS. (DEC 2014)

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER

COVERED ENTITIES. (NOV 2021)

52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR

PROPOSED FOR DEBARMENT. (NOV 2021)

52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS. (OCT 2018)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS. (NOV 2015)

52.210-1 MARKET RESEARCH (NOV 2021)

52.215-2 AUDIT AND RECORDS - NEGOTIATION. (JUN 2020) ALTERNATE II (AUG

2016)

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

52.215-14 INTEGRITY OF UNIT PRICES. (NOV 2021)

52.215-16 FACILITIES CAPITAL COST OF MONEY (JUN 2003)

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

52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES. (JUN 2020)

80GRC024N0001 Page 23 of 46

52.216-7 ALLOWABLE COST AND PAYMENT. (AUG 2018) ALTERNATE II (AUG

2012)

52.216-15 PREDETERMINED INDIRECT COST RATES. (APR 1998)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS. (SEP 2023)

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN. (SEP 2023) ALTERNATE II

(NOV 2016)

52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN. (SEP 2021)

52.222-3 CONVICT LABOR. (JUN 2003)

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

52.222-26 EQUAL OPPORTUNITY. (SEP 2016)

52.222-35 EQUAL OPPORTUNITY FOR VETERANS. (JUN 2020)

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES. (JUN 2020)

52.222-37 EMPLOYMENT REPORTS ON VETERANS. (JUN 2020)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT (DEC 2010)

52.222-50 COMBATING TRAFFICKING IN PERSONS. (NOV 2021) ALTERNATE I

(MAR 2015)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION. (MAY 2022)

52.223-6 DRUG-FREE WORKPLACE. (MAY 2001)

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING. (JUN 2020)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. (FEB 2021)

52.227-1 AUTHORIZATION AND CONSENT (JUN 2020) – ALT I (APR 1984)

80GRC024N0001 Page 24 of 46

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT. (JUN 2020)

52.227-11 PATENT RIGHTS—OWNERSHIP BY THE CONTRACTOR (MAY 2014) AS

MODIFIED BY NFS 1852.227-11 (APR 2015)

52.227-15 REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED

COMPUTER SOFTWARE. (DEC 2007)

52.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)

52.228-7 INSURANCE-LIABILITY TO THIRD PERSONS (MAR 1996)

52.230-2 COST ACCOUNTING STANDARDS (JUN 2020)

52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES

(JUN 2020)

52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (JUNE 2010)

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

52.232-17 INTEREST. (MAY 2014)

52.232-20 LIMITATION OF COST. (APR 1984)

52.232-22 LIMITATION OF FUNDS. (APR 1984)

52.232-23 ASSIGNMENT OF CLAIMS. (MAY 2014)

52.232-25 PROMPT PAYMENT. (JAN 2017)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD

MANAGEMENT. (OCT 2018)

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

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS. (MAR 2023)

80GRC024N0001 Page 25 of 46

52.233-1 DISPUTES. (MAY 2014)

52.233-3 PROTEST AFTER AWARD - ALTERNATE I. (JUN 1985)

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

52.242-1 NOTICE OF INTENT TO DISALLOW COSTS. (APR 1984)

52.242-3 PENALTIES FOR UNALLOWABLE COSTS. (DEC 2022)

52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS. (JAN 1997)

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS. (JAN 2017)

52.242-13 BANKRUPTCY. (JUL 1995)

52.243-2 CHANGES-COST-REIMBURSEMENT. ALTERNATE V (Apr 1984)

52.243-7 NOTIFICATION OF CHANGES. (JAN 2017)

52.244-2 SUBCONTRACTS. (JUN 2020) ALTERNATE I (JUN 2020)

52.244-5 COMPETITION IN SUBCONTRACTING. (DEC 1996)

52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES. (NOV 2023)

52.246-25 LIMITATION OF LIABILITY - SERVICES. (FEB 1997)

52.249-5 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(EDUCATIONAL AND OTHER NONPROFIT INSTITUTIONS). (AUG 2016)

52.249-6 TERMINATION (COST-REIMBURSEMENT). (MAY 2004)

52.249-14 EXCUSABLE DELAYS. (APR 1984)

1852.203-70 DISPLAY OF INSPECTOR GENERAL HOTLINE POSTERS. (JUN 2001)

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS. (AUG 2014)

80GRC024N0001 Page 26 of 46

1852.215-84 OMBUDSMAN. (NOV 2011)

1852.216-89 ASSIGNMENT AND RELEASE FORMS. (AUG 2016)

1852.219-75 INDIVIDUAL SUBCONTRACTING REPORTS. (APR 2015)

1852.219-77 NASA MENTOR-PROTÉGÉ PROGRAM. (APR 2015)

1852.219-79 MENTOR REQUIREMENTS AND EVALUATION. (APR 2015)

1852.227-71 REQUESTS FOR WAIVER OF RIGHTS TO INVENTIONS (APR 2015)

1852.227-84 PATENT RIGHTS CLAUSES (APR 2015)

1852.228-75 MINIMUM INSURANCE COVERAGE. (OCT 1988)

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

1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005)

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

(End of by reference clauses)

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS (NOV 2021)

(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, 80GRC024N0001 Page 27 of 46 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.

80GRC024N0001 Page 28 of 46

(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 (NFS 1852.240-76) 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.

(End of clause)

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT. (NOV 2021)

(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

80GRC024N0001 Page 29 of 46 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…