Enclosure_1_-_Model_BPA.pdf

ENCLOSURE 1 RFQ No. 80GSFC18Q0008

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION (NASA)

GODDARD SPACE FLIGHT CENTER (GSFC)

NASA EARTH SCIENCE MAGNETIC TAPE DATA RECOVERY

BLANKET PURCHASE AGREEMENT (BPA)

The Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) exclusively with

NASA GSFC:

1. Type of Task Orders.

All task orders placed against this BPA will be on a firm fixed price (FFP) basis, and will be within the scope of the Statement of Work, Attachment A.

(End of text)

2. Pricing of Task Orders.

Pricing of task orders placed under this BPA shall be based on the contract pricing identified in the

Pricing Matrix, Attachment B, of this BPA. Subcontracts, travel, direct materials, and/or other direct costs shall be proposed on individual task orders, if applicable.

3. Substitution of Terms.

This BPA contains clauses taken from, among other sources, the NASA Federal Acquisition Regulation

(FAR) Supplement (NFS) and GSFC clauses. Whenever the word "contract" appears in FAR, NFS and

GSFC clauses presented herein, substitute the word "BPA" respectively. In addition, throughout this entire document, the term "Contracting Officer" refers to the NASA GSFC Contracting Officer, Code

210.Y, except where specifically defined otherwise.

4. Order of Precedence.

All task orders placed against this BPA are subject to the terms and conditions of the NASA Federal

Acquisition Regulation (FAR) Supplement (NFS) and GSFC clauses included herein. In the event of any inconsistency between the terms and conditions of this BPA and a Task Order issued against it, the terms and conditions of this BPA shall take precedence. The NASA GSFC Contracting Officer (CO) shall be contacted in the event there are any issues/disagreements regarding the terms and conditions of this BPA.

5. GSFC 52.211-90 Supplies and/or Services to be Provided. (FEB 2016)

Delivery destinations and schedules will be indicated on individual task orders placed against this BPA.

In addition, the Contractor shall furnish the following items and reports:

Item Deliverable Reference Schedule Delivery

Method/Addressee(s)

1 Services and As Defined in As Specified in As Defined in

Item Deliverable Reference Schedule Delivery

Method/Addressee(s) deliverables in accordance with Task

Orders Issued and

Attachment A, SOW

Individual Task

Orders Issued

Individual Task

Orders Issued

Attachment A, SOW, and Specified in Task

Orders Issued

2 Task Plans

Clause NFS

1852.216-80

Clause GSFC

52.216-93

As Specified in

Clause 12

Electronic

Format/Contracting

Officer (CO)

6. Obligation of Funds.

This BPA does not obligate any funds. Funding will be provided on each individual task order.

7. BPA Ordering Value.

The Government estimates, but does not guarantee, that the volume of task orders through this BPA will be $250,000. This BPA does not obligate any funds. The Government is obligated only to the extent of authorized task orders actually made against the BPA.

8. BPA Ordering Period.

The BPA ordering period expires twelve (12) months from the effective date of the BPA. Each task order issued under this BPA shall specify its own period of performance, which may require performance up to one-year past the end of the BPA ordering period.

9. Notice of Potential Organizational Conflicts of Interest

(a) Notice. The Contracting Officer has determined that this acquisition may give rise to an organizational conflict of interest (OCI). Accordingly, the attention of prospective Offerors is invited to FAR Subpart

9.5 --Organizational Conflicts of Interest. The Contracting Officer shall not award a contract until NASA determines any conflict of interest is reasonably resolved. The Contracting Officer has the sole authority to determine whether an organizational conflict of interest exists and to determine whether the organizational conflict of interest has been reasonably resolved. The OCI Submission and plan will not be evaluated as part of mission suitability. However, before being eligible to receive an award, the Offeror shall have an approved OCI plan (including mitigation plans for any identified OCIs). As such, the

Government may communicate with any Offeror at any time during the evaluation process concerning its

OCI plan.

(b) Description of Potential Conflict. The nature of this organizational conflict of interest is:

To Be Determined (TBD)

(c) Responsibility of Offeror. (1) Applying the principles of FAR Subpart 9.5, each Offeror shall assess whether there is an organizational conflict of interest associated with the proposal it submits. The Offeror must explain the actions it intends to use to resolve any organizational conflicts of interest it finds in the

Government’s assessment and its own assessment.

(2) Offerors shall inform the Contracting Officer of any potential conflicts of interest, including those involving contracts with other Government organizations, as part of its OCI Submission in paragraph (h) below. The contracting officer will use this information to determine whether resolution of those conflicts will be required.

(3) If the Offeror’s proposed action to resolve an organizational conflict of interest is not acceptable, the

Contracting Officer will notify the Offeror, providing the reasons why its proposed resolution is not considered acceptable and allow the Offeror a reasonable opportunity to respond before making a final decision on the organizational conflict of interest. In the event that the Offeror is not successful in resolving an identified conflict to the satisfaction of the Contracting Officer, the Offeror may be determined to be ineligible for award.

(d) Representation. By submission of its offer, the Offeror represents, to the best of its knowledge and belief, that –

(1) There are no relevant facts that could give rise to an OCI, as defined in FAR Part 2; or

(2) The Offeror has disclosed all relevant information regarding any actual or potential conflicts of interest.

(e) Termination for default. If the successful Offeror was aware, or should have been aware, of an OCI before award of this contract and did not fully disclose that conflict to the Contracting Officer, the

Government may terminate the contract for default.

(f) Waiver. The agency reserves the right to waive the requirements of FAR 9.5, in accordance with FAR

9.503

(g) When OCI Submission Required. The submission described in paragraph (h) is not required with the initial proposal. However, the Government may request this information at any time during the evaluation. When requested, an offeror shall submit this information within five (5) business days of being notified. Failure of the offeror to timely provide the requested information may result in the offeror being determined ineligible for award.

(h) OCI Submission. The offeror’s submission, which will be considered part of the Offer Volume, shall contain the following:

(1) The offeror shall identify any organizational interests (financial, contractual or other) that would be affected by performance of the Statement of Work requirements, whether by it or its proposed subcontractors. This includes recently performed (within 12 months of Plan submission), currently performed, or planned work, whether as a prime contract holder or a subcontractor.

A. The Offeror shall include a discussion of any conflicts or potential conflicts arising from its performance on any NASA contracts as either a prime or subcontractor. The Offeror shall also address any non-NASA contracts that may give rise to an OCI. For all contracts, the Offeror shall provide: the name, address, and telephone number of the customer(s); the agency (if applicable);

contract number (if applicable); a description of the services rendered; and the name of an officer or employee of the Offeror who is knowledgeable about the services rendered.

B. For financial conflicts that could arise from performance of the SOW requirements of this contract, the Offeror shall address the nature and extent of the financial interest and any entity or entities involved in the financial relationship.

C. If any of the interests identified above may give rise to a conflict or potential conflict, the offeror shall address how it will avoid or mitigate the OCI. Sufficient information must be provided to allow a meaningful evaluation of the potential effect of the interest on the performance of the statement of work.

(2) Plan. The offeror shall submit an OCI Plan that, once approved by the Contracting Officer, will be incorporated into any resulting contract. If the offeror has identified a conflict or potential conflict in response to paragraph (h)(1) above, its Plan shall describe its mitigation or avoidance measures for each such identified conflict or potential conflict. At a minimum, the plan shall also contain the following:

A. Demonstration of ability to define and properly identify the three types of organizational conflicts of interest that may arise (Unequal Access to Information, Biased Ground Rules, and Impaired objectivity)

B. Identification and description of company roles, responsibilities, and procedures for screening

(i.e., identifying/recognizing, analyzing/evaluating, resolving, and reporting) existing and new business opportunities for actual/potential OCIs.

C. Description of how the offeror intends to notify employees of the requirements of this plan, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

D. Identification of any affiliated companies/entities (e.g., a parent company or a wholly-owned subsidiary) and procedures for coordinating OCIs with such affiliated companies/entities.

E. Reporting of all potential/actual OCIs identified during performance of the contract to the

Contracting Officer. An OCI report shall include (1) a description of the conflict, (2) the plan for resolving the conflict, and (3) the benefits/risks vis-à-vis contract performance associated with plan approval/acceptance.

F. Explanation of how the contractor will flow down the provisions of this mitigation plan to any subcontractor that may have a conflict with regard to performing the requirements of this contract.

G. Description of any organizational and employee sanctions for violations of established OCI procedures/requirements/guidelines.

H. As indicated above, if the award of this contract creates a perceived or actual conflict of interest, the Plan should incorporate a discussion of the conflict and associated mitigation or avoidance strategies. Further, the Plan must describe its approach for updating the Plan to address OCIs that may arise during performance. The Plan should also reflect that any updates must be approved by the contracting officer and the updates/changes to the Plan must be incorporated in the contract to be effective.

I. If this contract contains NASA FAR Supplement clause 1852.237-72, Access to Sensitive

Information, then the Plan shall also address all items required by that clause, including:

i. Utilize any sensitive information coming into its possession only for the purpose of performing the services specified in its contract.

ii. Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

iii. Allow access to sensitive information only to those employees that need it to perform services under its contract.

iv. Preclude access and disclosure of sensitive information to persons and entities outside of the service provider’s organization.

v. Include a non-disclosure statement, requirement of employees having access to sensitive information.

vi. Include a Cleared Authorized Employees List for contract or task order

10. 52.217-9 Option to Extend the Term of the Contract. (MAR 2000)

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

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

(End of clause)

11. GSFC 52.217-90 Option to Extend. (SEP 2013)

In accordance with FAR clause 52.217-9, "Option to Extend the Term of the Contract" of this BPA, the

Contracting Officer may exercise the following option(s) by issuance of a unilateral BPA modification.

Options exercised shall be in accordance with the following:

Option

Period Ordering Period

1 Twelve (12) months commencing at the end of the Basic Period

2 Twelve (12) months commencing at the end of Option Period 1

3 Twelve (12) months commencing at the end of Option Period 2

4 Twelve (12) months commencing at the end of Option Period 3

5 Twelve (12) months commencing at the end of Option Period 4

12. GSFC 52.216-100 Individuals Authorized to Issue Orders. (DEC 2014)

The following personnel are authorized to issue orders under this BPA. All designated personnel are employed by the NASA GSFC unless otherwise indicated:

Contracting Officer, Code 210.Y

13. 1852.216-80 Task Ordering Procedure. (OCT 1996) Alternate 1 (OCT 1996)

(a) Only the CO may issue task orders to the Contractor, providing specific authorization or direction to perform work within the scope of the contract and as specified in the schedule. The Contractor may incur costs under this contract in performance of task orders and task order modifications issued in accordance with this clause. No other costs are authorized unless otherwise specified in the contract or expressly authorized by the CO.

(b) Prior to issuing a task order, the CO shall provide the Contractor with the following data:

(1) A functional description of the work identifying the objectives or results desired from the contemplated task order.

(2) Proposed performance standards to be used as criteria for determining whether the work requirements have been met.

(3) A request for a task plan from the Contractor to include the technical approach, period of performance, appropriate cost information, and any other information required to determine the reasonableness of the Contractor's proposal.

(c) Within 7 calendar days after receipt of the CO's request, the Contractor shall submit a task plan conforming to the request.

(d) After review and any necessary discussions, the CO may issue a task order to the Contractor containing, as a minimum, the following:

(1) Date of the order.

(2) Contract number and order number.

(3) Functional description of the work identifying the objectives or results desired from the task order, including special instructions or other information necessary for performance of the task.

(4) Performance standards, and where appropriate, quality assurance standards.

(5) Maximum dollar amount authorized (cost and fee or price). This includes allocation of award fee among award fee periods, if applicable.

(6) Any other resources (travel, materials, equipment, facilities, etc.) authorized.

(7) Delivery/performance schedule including start and end dates.

(8) If contract funding is by individual task order, accounting and appropriation data.

(e) The Contractor shall provide acknowledgment of receipt to the CO within 4 calendar days after receipt of the task order.

(f) If time constraints do not permit issuance of a fully defined task order in accordance with the procedures described in paragraphs (a) through (d), a task order which includes a ceiling price may be issued.

(g) The CO may amend tasks in the same manner in which they were issued.

(h) In the event of a conflict between the requirements of the task order and the Contractor's approved task plan, the task order shall prevail.

(i) Contractor shall submit monthly task order progress reports. As a minimum, the reports shall contain the following information:

(1) Contract number, task order number, and date of the order.

(2) Task ceiling price.

(3) Cost and hours incurred to date for each issued task.

(4) Costs and hours estimated to complete each issued task.

(5) Significant issues/problems associated with a task.

(6) Cost summary of the status of all tasks issued under the contract.

14. SUPPLEMENTAL TASK ORDERING PROCEDURES (BPA)

(a) One or more Task Orders may be issued during the ordering period of this BPA. The CO's decision to issue a Task Order to a particular BPA holder shall be based on the criteria stated below. In accordance with FAR 16.505(b), the CO will give each contract holder a "fair opportunity to be considered" for each order in excess of $1,400 unless one of the conditions of FAR 16.505(b)(2) applies or the BPA holder has been debarred or suspended from Government contracting. Although the Government may award task orders based on examination of existing information and BPA documents already in the Government's possession, the Government will compete requirements in accordance with the procedures set forth below.

(b) Task Order Competition Procedures

Task Order Request for Quotes (TORFQ): When a contractor submission of proposals is requested, the

Government will issue a TORFQ. Each TORFQ will include the following information:

(1) Date of the TORFQ

(2) Description, Task Order statement of work and other documentation upon which the

Task Order firm fixed price is to be based

(3) Delivery or performance date(s)

(4) Due date for submission of quote

(5) Best value evaluation criteria, if applicable

Task Order Evaluation/Selection Criteria: Upon receipt of the contractor proposals, the Government shall review each for completeness and acceptability. The determination of which contractor is awarded the work shall be based upon the following evaluation factors:

(1) Approach to meeting the specific requirements

(2) Total proposed firm fixed price for the task order

(3) Relevant Experience and Past Performance

(4) Any additional factors that may be applicable to each specific task

Response to TORFQs: Contractors may "No Bid" any TORFQ. When a contractor responds to a

TORFQ, it shall indicate that the proposal submitted in response to the TORFQ is compliant with the

BPA terms, statement of work, and TORFQ.

A written price proposal will always be required. The Contractor shall prepare its proposal of price per unit, volume discount, and total firm fixed price required to perform the task order requirements.

All Task Order proposals shall be submitted by the date and time specified in the TORFQ, or it will be treated as a late proposal and will not be considered by the Government, unless the CO determines that it is in the Government's best interest to do so.

(c) Award of Task Order

Task Orders will be placed within the effective ordering period of this BPA. Generally, task orders will be placed by original signed orders; however, orders may be placed by facsimile or electronically.

Each of the contractors will be notified in writing of the Government's selection decision for the Task

Order awarded. The Government's determination of the successful contractor for an individual Task

Order is not subject to Protest under FAR Subpart 33.1. The debriefing requirements of FAR 15.506 are not applicable to orders issued under this BPA. However, an Ombudsman has been appointed (see NASA

FAR Supplement Clause 1815.215-84).

Each Task Order will include the following information:

(1) Date of the Task Order

(2) BPA number and Task Order number

(3) Description, Statement of Work and other documents upon which the Task Order ceiling price is based

(4) Task Order firm fixed price

(5) Performance date(s)

(d) PRICE VOLUME

The Offeror shall submit its most competitive quotation. In accordance with FAR 13.303, NASA is seeking maximum discounts from Offerors.

Attachment B, Pricing Matrix: The Offeror shall complete Enclosure 1, Attachment B, Pricing Matrix, of the model BPA. The Offeror’s media type, price per unit, volume discount and total price of

Attachment B must reflect those anticipated to perform the requirements of the Statement of Work and

Representative Task Order. The Offeror shall propose media type, price per unit and volume discounts by

BPA contract year. In accordance with FAR 13.303, NASA is seeking maximum discounts from

Offerors. The media type, price per unit and volume discounts shall be used to calculate and negotiate the firm fixed price of all task orders issued under this BPA. During BPA performance, the Offeror will be permitted to quote prices per unit lower than are listed in Attachment B; however, for purposes of this

RFQ, the Offeror shall use the prices per unit in Attachment B for pricing the RTOs in response to this

RFQ.

Representative Task Order (RTO): The Offeror shall complete the pricing exhibit in Enclosure 5 RTO

Pricing Exhibit. The Offeror shall price the RTO using the media type, price per unit and volume discount proposed in Enclosure 1, Attachment B, Pricing Matrix.

In addition to completing the RTO Pricing Exhibit in Enclosure 5 the Offeror shall provide a Basis of

Estimate (BOE) for the RTO that shall give the Government insight into the methodologies used by the

Offeror in estimating/proposing the price per unit required for successful performance of the RTO. The

Offeror’s BOE shall address the following:

Direct Labor – Provide the estimating thought processes, assumptions, methodologies and rationale used in selecting the direct labor categories and quantities of direct labor hours.

Direct Materials – Provide description and necessity of items, quantity required, unit prices, and total price.

Subcontracts – Provide detail and necessity for supplies and all services being subcontracted as well as how the estimate was developed and determined reasonable.

Other – Provide description and necessity of items, quantity required, unit prices, and total price.

Indirect Rates Applied to ODCs– Provide information about any indirect rates that are applied to other direct costs, if applicable, a description of the purpose of the indirect rate(s), and supporting information for the reasonableness of the rate(s) proposed.

(e) PRICE FACTOR

A price analysis will be conducted in accordance with FAR 15.305(a)(1). Price analysis is described at

FAR 15.404-1(b). This analysis is done to ensure that a “fair and reasonable” price is paid by the

Government. However, the analysis is not intended to be protective of the Offeror.

The Representative Task Order response pricing will be assessed to determine the reasonableness of the proposed response, including the price per unit, volume discount and total price. The media type, price per unit and volume discount proposed in Attachment B, PRICING MATRIX, will also be assessed for reasonableness.

The total of the proposed price for the Representative Task Order will be presented to the Selecting

Official. All price analysis will be performed at the Representative Task Order level; there is no separate price analysis of the BPA. This factor is used to determine the reasonableness of the proposed prices to the Government, should the Offeror be selected for the award.

15. GSFC 52.211-91 Scope of Work. (FEB 2016)

The Contractor shall provide the personnel, materials, and facilities, except as otherwise specified in this

BPA, necessary to perform the work and to furnish the items specified in Supplies and/or Services To Be

Provided clause of this BPA in accordance with Attachment A, Statement of Work and task orders issued hereunder.

16. GSFC 52.237-92 Place of Performance – Services. (NOV 2013)

The services ordered under this BPA shall be performed at the following location(s): at the Contractor’s facilities and other locations as specified in individual task orders issued.

17. Inspection and Acceptance.

Inspection and acceptance shall be accomplished in accordance with the terms of the Contract Number

TBD and as outlined in the specific task order.

18. Invoices.

The contractor shall submit invoices for each individual task order as follows:

In addition to the requirements of GSFC 52.232-95, Invoices—Submission of, the invoice must include the name and address of the Contractor, Invoice Date, Task Order Number, description of the services/supplies, and the total Firm Fixed Price of the task order.

19. 1852.215-84 Ombudsman (Nov 2011) – Alternate I. (JUN 2000)

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns from offerors, potential offerors, and contractors during the preaward and postaward phases of this acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the ombudsman is not to diminish the authority of the contracting officer, the Source

Evaluation Board, or the selection official. Further, the ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of formal contract disputes. Therefore, before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution.

(b) If resolution cannot be made by the contracting officer, interested parties may contact the installation ombudsman, whose name, address, telephone number, facsimile number, and e-mail address may be found at: http://prod.nais.nasa.gov/pub/pub_library/Omb.html. Concerns, issues, disagreements, and recommendations which cannot be resolved at the installation may be referred to the Agency ombudsman identified at the above URL. Please do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Contracting

Officer or as specified elsewhere in this document.

(c) If this is a task or delivery order contract, the ombudsman shall review complaints from contractors and ensure they are afforded a fair opportunity to be considered, consistent with the procedures of the contract.

20. 1852.237-73 Release of Sensitive Information. (JUNE 2005)

(a) As used in this clause, “sensitive information” refers to information, not currently in the public domain, that the Contractor has developed at private expense, that may embody trade secrets or commercial or financial information, and that may be sensitive or privileged.

(b) In accomplishing management activities and administrative functions, NASA relies heavily on the support of various service providers. To support NASA activities and functions, these service providers, as well as their subcontractors and their individual employees, may need access to sensitive information submitted by the Contractor under this contract. By submitting this proposal or performing this contract, the Contractor agrees that NASA may release to its service providers, their subcontractors, and their individual employees, sensitive information submitted during the course of this procurement, subject to the enumerated protections mandated by the clause at NFS 1852.237-72, Access to Sensitive Information.

(c)(1) The Contractor shall identify any sensitive information submitted in support of this proposal or in performing this contract. For purposes of identifying sensitive information, the Contractor may, in addition to any other notice or legend otherwise required, use a notice similar to the following:

Mark the title page with the following legend:

This proposal or document includes sensitive information that NASA shall not disclose outside the Agency and its service providers that support management activities and administrative functions. To gain access to this sensitive information, a service provider's contract must contain the clause at NFS 1852.237-72, Access to Sensitive Information. Consistent with this clause, the service provider shall not duplicate, use, or disclose the information in whole or in part for any purpose other than to perform the services specified in its contract. This restriction does not limit the Government's right to use this information if it is obtained from another source without restriction. The information subject to this restriction is contained in pages [insert page numbers or other identification of pages].

Mark each page of sensitive information the Contractor wishes to restrict with the following legend:

Use or disclosure of sensitive information contained on this page is subject to the restriction on the title page of this proposal or document.

(2) The Contracting Officer shall evaluate the facts supporting any claim that particular information is “sensitive.” This evaluation shall consider the time and resources necessary to protect the information in accordance with the detailed safeguards mandated by the clause at NFS 1852.237-72, Access to Sensitive Information. However, unless the Contracting Officer decides, with the advice of

Center counsel, that reasonable grounds exist to challenge the Contractor's claim that particular information is sensitive, NASA and its service providers and their employees shall comply with all of the safeguards contained in paragraph (d) of this clause.

(d) To receive access to sensitive information needed to assist NASA in accomplishing management activities and administrative functions, the service provider must be operating under a contract that contains the clause at NFS 1852.237-72, Access to Sensitive Information. This clause obligates the service provider to do the following:

(1) Comply with all specified procedures and obligations, including the Organizational

Conflicts of Interest Avoidance Plan, which the contract has incorporated as a compliance document.

(2) Utilize any sensitive information coming into its possession only for the purpose of performing the services specified in its contract.

(3) Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

(4) Allow access to sensitive information only to those employees that need it to perform services under its contract.

(5) Preclude access and disclosure of sensitive information to persons and entities outside of the service provider's organization.

(6) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in its contract and to safeguard it from unauthorized use and disclosure.

(7) Obtain a written affirmation from each employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this contract.

(8) Administer a monitoring process to ensure that employees comply with all reasonable security procedures, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

(e) When the service provider will have primary responsibility for operating an information technology system for NASA that contains sensitive information, the service provider's contract shall include the clause at 1852.204-76, Security Requirements for Unclassified Information Technology Resources. The

Security Requirements clause requires the service provider to implement an Information Technology

Security Plan to protect information processed, stored, or transmitted from unauthorized access, alteration, disclosure, or use. Service provider personnel requiring privileged access or limited privileged access to these information technology systems are subject to screening using the standard National

Agency Check (NAC) forms appropriate to the level of risk for adverse impact to NASA missions. The

Contracting Officer may allow the service provider to conduct its own screening, provided the service provider employs substantially equivalent screening procedures.

(f) This clause does not affect NASA's responsibilities under the Freedom of Information Act.

(g) The Contractor shall insert this clause, including this paragraph (g), suitably modified to reflect the relationship of the parties, in all subcontracts that may require the furnishing of sensitive information.

21. GSFC 52.247-94 Shipping Instructions--Central Receiving. (FEB 2016)

Shipments of the items required under this BPA shall be to:

Receiving Officer

Goddard Space Flight Center

Building 35, Code 279

Greenbelt, Maryland 20771

Marked for:

Technical Officer: Gary Alcott, Code 586

Building: 32

Room: N126G

BPA No.: TBD

Order No.: TBD

Item(s) No.: TBD

Compliance with this clause is necessary to assure verification of delivery and acceptance and prompt payment. If this is a fixed price type BPA, delivery--for purposes of the Prompt Payment Act--must be through the above shipping address unless another location has been authorized by the Contracting

Officer. If delivery is made to other than the Receiving Officer listed above and shipment to that other location has not been authorized by the Contracting Officer, a delivery for the purposes of the Prompt

Payment Act has not occurred and no interest penalty under the Act shall result. Shipment to other than

Receiving Officer listed above will be construed as contract noncompliance.

22. 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

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

Federal Acquisition Regulation (FAR) clauses:

https://www/acquistion.gov/?q=browsefar

NASA FAR Supplement (NFS) clauses:

http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

23. GSFC 52.232-95 Invoices – Submission of. (MAR 2016)

Invoices shall be prepared in accordance with the Prompt Payment clause of this contract and submitted to the NASA Shared Services Center (NSSC), Financial Management Division (FMD) – Accounts

Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529; Email: NSSC-

AccountsPayable@nasa.gov. For purposes of the Prompt Payment Act, the above office is considered to be the "Designated Billing Office" and the "Designated Payment Office."

https://www/acquistion.gov/?q=browsefar http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm mailto:NSSC-AccountsPayable@nasa.gov mailto:NSSC-AccountsPayable@nasa.gov

24. 1852.237-72 Access to Sensitive Information. (JUNE 2005)

(a) As used in this clause, “sensitive information” refers to information that a contractor has developed at private expense, or that the Government has generated that qualifies for an exception to the Freedom of

Information Act, which is not currently in the public domain, and which may embody trade secrets or commercial or financial information, and which may be sensitive or privileged.

(b) To assist NASA in accomplishing management activities and administrative functions, the Contractor shall provide the services specified elsewhere in this contract.

(c) If performing this contract entails access to sensitive information, as defined above, the Contractor agrees to -

(1) Utilize any sensitive information coming into its possession only for the purposes of performing the services specified in this contract, and not to improve its own competitive position in another procurement.

(2) Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

(3) Allow access to sensitive information only to those employees that need it to perform services under this contract.

(4) Preclude access and disclosure of sensitive information to persons and entities outside of the

Contractor’s organization.

(5) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure.

(6) Obtain a written affirmation from each employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this contract.

(7) Administer a monitoring process to ensure that employees comply with all reasonable security procedures, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

(d) The Contractor will comply with all procedures and obligations specified in its Organizational

Conflicts of Interest Avoidance Plan, which this contract incorporates as a compliance document.

(e) The nature of the work on this contract may subject the Contractor and its employees to a variety of laws and regulations relating to ethics, conflicts of interest, corruption, and other criminal or civil matters relating to the award and administration of government contracts. Recognizing that this contract establishes a high standard of accountability and trust, the Government will carefully review the

Contractor’s performance in relation to the mandates and restrictions found in these laws and regulations.

Unauthorized uses or disclosures of sensitive information may result in termination of this contract for default, or in debarment of the Contractor for serious misconduct affecting present responsibility as a government contractor.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), suitably modified to reflect the relationship of the parties, in all subcontracts that may involve access to sensitive information

25. GSFC 52.211-101 List of Attachments. (JUL 2015)

The following documents are attached hereto and made a part of this BPA:

Attachment Description Date

No. of Pages

(including the cover page)

A Statement of Work September 2017 2

B Pricing Matrix N/A 2

C Organizational Conflicts of Interest

Avoidance Plan

TBD* 1

TBD = To Be Determined

*To be determined in accordance with clause “Notice of Potential Conflicts of Interest.”