Attachment A - DRAFT Model Contract - Small Satellite Cross-Link Systems (SS-CLS).pdf

80GRC024R0017 - Small Satellite Cross-Link Systems (SS-CLS)

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 1852.216-78 FIRM FIXED PRICE. (DEC 1988)

The total firm fixed price of this contract is $[OFI].

(End of clause)

B.2 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) Offeror proposes.

CLIN/SLIN Associated Task(s) Cost

[OFI] [OFI] [OFI]

Total [OFI] [OFI]

B.3 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 Section B)

PART I – THE SCHEDULE

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 SPECIFICATION/STATEMENT OF WORK (SOW)

[Offeror work plan to be inserted]

C.2 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.

(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 Section C)

SECTION D - PACKAGING AND MARKING

Clauses incorporated by reference:

The following Contract clauses pertinent to this section are hereby incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference, which are required to be filled-in by the Government, include only the text of the affected paragraph(s). This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause 52.252-2, “Clauses Incorporated by Reference” (FEB 1998), of this Contract.

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

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

(End of NFS by reference clauses)

(End of Section D)

SECTION E - INSPECTION AND ACCEPTANCE

reference, which are required to be filled-in by the Government, include only the text of the affected paragraph(s). This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause 52.252-2, “Clauses Incorporated by Reference” (FEB 1998), of this Contract.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

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

(APR 1984)

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

(End of FAR by reference clauses)

E.3 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)

SECTION F - DELIVERIES OR PERFORMANCE

Offeror to submit proposed deliverables and delivery schedule.

reference, which are required to be filled-in by the Government, include only the text of the affected paragraph(s). This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause 52.252-2, “Clauses Incorporated by Reference” (FEB 1998), of this Contract.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

F.1 52.242-15 STOP-WORK ORDER. (AUG 1989)

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

(End of FAR by reference clauses)

F.3 PERIOD OF PERFORMANCE: [TBD]

(End of Section F)

SECTION G - CONTRACT ADMINISTRATION DATA

reference, which are required to be filled-in by the Government, include only the text of the affected paragraph(s). This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause 52.252-2, “Clauses Incorporated by Reference” (FEB 1998), of this Contract.

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

G.1 1852.223-71 AUTHORIZATION FOR RADIO FREQUENCY USE (APR 2015)

G.2 1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE

AND PATENT REPRESENTATIVE. (APR 2015)

(End of NFS by reference clauses)

G.3 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.

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

(D) Progress reports, as required.

(ii) Invoices.

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

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

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

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

(C) A clear explanation of the fee calculations.

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

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

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

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

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

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

G.4 MILESTONE DELIVERABLE/PAYMENT SCHEDULE

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

Milestone Description and Number

Due Date Percentage of Invoice/Payment

Plan

Invoice/Payment Plan Dollars

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

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

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

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

Totals [OFI] [OFI] [OFI]

(End of Clause)

(End of Section G)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

reference, which are required to be filled-in by the Government, include only the text of the affected paragraph(s). This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause 52.252-2, “Clauses Incorporated by Reference” (FEB 1998), of this Contract.

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

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

H.2 1852.228-76 CROSS-WAIVER OF LIABILITY FOR INTERNATIONAL SPACE

STATION ACTIVITIES (OCT 2012)

H.3 1852.228-78 Cross-Waiver of Liability for Science or Space Exploration Activities

Unrelated to International Space Station (OCT 2012)

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

ALTERNATE II (DEC 2005)

H.5 1852.242-72 DENIED ACCESS TO NASA FACILITIES. (OCT 2015)

H.6 1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE

PROGRAM. (APR 1985)

(End of by reference clauses)

H.7 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.

H.8 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT). (MAR

1989)

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

Date Amounts

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

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

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

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

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

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

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

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

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

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

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

H.9 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 list here the personnel and/or facilities considered essential, unless they are specified in the contract Schedule.]

(End of clause)

H.10 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:

(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.11 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:

(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."

(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 shall be submitted within 30 days after the completion of the effort under the contract.

H.12 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.13 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.

(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*****

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

* 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 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*****

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

* 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).

***** 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)

PART II – CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

reference, which are required to be filled-in by the Government, include only the text of the affected paragraph(s). This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause 52.252-2, “Clauses Incorporated by Reference” (FEB 1998), of this Contract.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

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

I.5 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014)

I.6 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY. (MAY 2014)

I.7 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN

FEDERAL TRANSACTIONS. (JUN 2020)

I.8 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT.

(NOV 2021)

I.9 52.203-14 DISPLAY OF HOTLINE POSTER(S). (NOV 2021)

I.10 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS. (NOV

2023)

I.11 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS. (JAN 2017)

I.12 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS. (JUN 2020)

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

2018)

I.14 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE. (AUG 2020)

I.15 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS. (DEC 2014)

I.16 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE,

AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB

COVERED ENTITIES. (DEC 2023)

I.17 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT. (NOV 2021)

I.18 52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION. (JUN

2023)

I.19 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR

PROPOSED FOR DEBARMENT. (NOV 2021)

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

RESPONSIBILITY MATTERS. (OCT 2018)

I.21 52.210-1 MARKET RESEARCH. (NOV 2021)

I.22 52.215-2 AUDIT AND RECORDS - NEGOTIATION. (JUN 2020)

I.23 52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT. (OCT

1997)

I.24 52.215-14 INTEGRITY OF UNIT PRICES. (NOV 2021)

I.25 52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY. (OCT 1997)

I.26 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE. (NOV 2020)

I.27 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS. (FEB 2024)

I.28 52.219-14 LIMITATIONS ON SUBCONTRACTING. (OCT 2022)

I.29 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM

REREPRESENTATION. (FEB 2024) ALTERNATE I (MAR 2020)

I.30 52.222-3 CONVICT LABOR. (JUN 2003)

I.31 52.222-21 PROHIBITION OF SEGREGATED FACILITIES. (APR 2015)

I.32 52.222-26 EQUAL OPPORTUNITY. (SEP 2016)

I.33 52.222-35 EQUAL OPPORTUNITY FOR VETERANS. (JUN 2020)

I.34 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES.

(JUN 2020)

I.35 52.222-37 EMPLOYMENT REPORTS ON VETERANS. (JUN 2020)

I.36 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT. (DEC 2010)

I.37 52.222-50 COMBATING TRAFFICKING IN PERSONS. (NOV 2021)

I.38 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION. (MAY 2022)

I.39 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW

INFORMATION. (MAY 2024)

I.40 52.223-19 COMPLIANCE WITH ENVIRONMENTAL MANAGEMENT

SYSTEMS. (MAY 2011)

I.41 52.223-23 SUSTAINABLE PRODUCTS AND SERVICES. (MAY 2024)

I.42 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. (FEB 2021)

I.43 52.226-7 DRUG-FREE WORKPLACE. (MAY 2024)

I.44 52.226-8 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING. (MAY 2024)

I.45 52.227-1 AUTHORIZATION AND CONSENT. - ALTERNATE I (APR 1984)

I.46 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT. (JUN 2020)

I.47 52.227-11 PATENT RIGHTS - OWNERSHIP BY THE CONTRACTOR. (MAY

2014)

I.48 52.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)

I.49 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL). (JUN 1987)

I.50 52.229-3 FEDERAL, STATE, AND LOCAL TAXES. (FEB 2013)

I.51 52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND

DEVELOPMENT CONTRACTS. (APR 1984)

I.52 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS. (APR 1984)

I.53 52.232-17 INTEREST. (MAY 2014)

I.54 52.232-23 ASSIGNMENT OF CLAIMS. (MAY 2014)

I.55 52.232-25 PROMPT PAYMENT. (JAN 2017)

I.56 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR

AWARD MANAGEMENT. (OCT 2018)

I.57 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (JUN

2013)

I.58 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS. (MAR 2023)

I.59 52.233-1 DISPUTES. (MAY 2014)

I.60 52.233-3 PROTEST AFTER AWARD. (AUG 1996)

I.61 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM. (OCT

2004)

I.62 52.242-13 BANKRUPTCY. (JUL 1995)

I.63 52.243-7 NOTIFICATION OF CHANGES. (JAN 2017)

I.64 52.244-2 SUBCONTRACTS. (JUN 2020)

I.65 52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (FEB 2024)

I.66 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(FIXED-PRICE). (APR 2012)

I.67 52.249-9 DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT). (APR

1984)

I.68 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

(End of FAR by reference clauses)

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

I.69 1852.203-70 DISPLAY OF INSPECTOR GENERAL HOTLINE POSTERS. (JUN

2001)

I.70 1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS. (JUL 2023)

I.71 1852.215-84 OMBUDSMAN. (NOV 2023)

I.72 1852.227-11 PATENT RIGHTS—OWNERSHIP BY THE CONTRACTOR (APR

2015).

I.73 1852.228-75 MINIMUM INSURANCE COVERAGE. (OCT 1988)

I.74 1852.235-70 CENTER FOR AEROSPACE INFORMATION. (DEC 2006)

I.75 1852.237-72 ACCESS TO SENSITIVE INFORMATION. (JUN 2005)

I.76 1852.237-73 RELEASE OF SENSITIVE INFORMATION. (JUN 2005)

(End of NFS by reference clauses)

I.77 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 Web sites) or simple transactional information, such as necessary to process payments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

I.78 52.204-30 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—PROHIBITION. (DEC 2023)

(a) Definitions. As used in this clause—

Covered article, as defined in 41 U.S.C. 4713(k), means—

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology.

FASCSA order means any of the following orders issued under the Federal Acquisition Supply Chain Security Act (FASCSA) requiring the removal of covered articles from executive agency information systems or the exclusion of one or more named sources or named covered articles from executive agency procurement actions, as described in 41 CFR 201–1.303(d) and (e):

(1) The Secretary of Homeland Security may issue FASCSA orders applicable to civilian agencies, to the extent not covered by paragraph (2) or (3) of this definition. This type of FASCSA order may be referred to as a Department of Homeland Security (DHS) FASCSA order.

(2) The Secretary of Defense may issue FASCSA orders applicable to the Department of Defense (DoD) and national security systems other than sensitive compartmented information systems. This type of FASCSA order may be referred to as a DoD FASCSA order.

(3) The Director of National Intelligence (DNI) may issue FASCSA orders applicable to the intelligence community and sensitive compartmented information systems, to the extent not covered by paragraph (2) of this definition. This type of FASCSA order may be referred to as a DNI FASCSA order.

Intelligence community, as defined by 50 U.S.C. 3003(4), means the following—

(1) The Office of the Director of National Intelligence;

(2) The Central Intelligence Agency;

(3) The National Security Agency;

(4) The Defense Intelligence Agency;

(5) The National Geospatial-Intelligence Agency;

(6) The National Reconnaissance Office;

(7) Other offices within the Department of Defense for the collection of specialized national intelligence through reconnaissance programs;

(8) The intelligence elements of the Army, the Navy, the Air Force, the Marine Corps, the Coast Guard, the Federal Bureau of Investigation, the Drug Enforcement Administration, and the Department of Energy;

(9) The Bureau of Intelligence and Research of the Department of State;

(10) The Office of Intelligence and Analysis of the Department of the Treasury;

(11) The Office of Intelligence and Analysis of the Department of Homeland Security;

or

(12) Such other elements of any department or agency as may be designated by the President, or designated jointly by the Director of National Intelligence and the head of the department or agency concerned, as an element of the intelligence community.

National security system, as defined in 44 U.S.C. 3552, means any information system (including any telecommunications system) used or operated by an agency or by a contractor of an agency, or other organization on behalf of an agency—

(1) The function, operation, or use of which involves intelligence activities; involves cryptologic activities related to national security; involves command and control of military forces; involves equipment that is an integral part of a weapon or weapons system; or is critical to the direct fulfillment of military or intelligence missions, but does not include a system that is to be used for routine administrative and business applications (including payroll, finance, logistics, and personnel management applications); or

(2) Is protected at all times…