PACE_IRU_RFP_Commercial.pdf

80GSFC19R0002

SECTION 2

2.1 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (JAN

2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.

3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The

Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by

Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by

Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and

Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment—(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment

Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the

Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the

Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the

Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the

Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the

Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with

31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work

Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) The

Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at

52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) System for Award Management (SAM) (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting

Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The

Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the

Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims

(see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement

(EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31

U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

2.2 ADDENDUM TO FAR CLAUSE 52.212-4 CONTRACT TERMS AND

CONDITIONS – COMMERCIAL ITEMS (MAY 2015)

2.2.1 GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO BE PROVIDED (SEP 2017)

Item

Description Reference Schedule

Delivery

Method/Addressee(s)

1 Reserved - - -

2 Monthly Status Report SOW 3.2 Fourteen (14) calendar days following the month being reported.

Electronic – Provide submittal in electronic format to the

COR.

For Information Purposes.

3 Reserved - - -

4 Notifications SOW 3.3 Seven (7) calendar days in advance of all mandatory hardware inspections, test activities, TIM’s, and deliveries.

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

5 Kick Off Meeting SOW 3.4.1 Fourteen (14) calendar days after contract effective date

In person at Contractor

Facility.

Review Required.

6 Kick Off Meeting Package SOW 3.4.1 Three (3) working days before the meeting

Electronic – Provide submittal in electronic format to the COR and Contracting Officer.

Review Required

7 Design Conformance

Review (DCR)

SOW 3.4.2 Four (4) months after contract effective date

In person at Contractor

Facility.

Review Required.

8 Design Conformance

Review Presentation

Package

SOW 3.4.2,

7.7.2, 7.8.3

Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

9 Design Conformance

Review Report

SOW 3.4.2 Fourteen (14) calendar days after completion of DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

10 Pre-Environmental Review

(PER)

SOW 3.4.3 Seven (7) calendar days before start of environmental testing on first Flight Unit

In person at Contractor

Facility.

Review Required.

11 Pre-Environmental Review

Presentation

SOW 3.4.3 At PER Electronic – Provide submittal in electronic format to the

COR.

Review Required.

12 Flight Unit(s) Pre-Ship

Review (PSR)

SOW 3.4.4 Seven (7) calendar days prior to delivery of each Flight Unit

In person at Contractor

Facility.

Review Required.

13 Flight Unit(s) Pre-Ship

Review Presentation

Package

SOW 3.4.4 At PSR Electronic – Provide submittal in electronic format to the

COR.

Review Required.

14 Flight Unit(s) End Item Data

Package(s) (EIDP)

SOW 3.4.4,

7.5.3, 7.7.1, 7.8.3

With Flight Unit System and available at PSR

Electronic – Provide submittal in electronic format to the COR and Contracting Officer.

Approval Required.

15 TIM SOW 3.4.5 As Negotiated In person at Contractor

Facility.

Review Required.

16 Interface Control

Document(s)

SOW 4.1 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

17 Drawing Package SOW 4.2 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

18 Computer Models SOW 4.3 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

For Information Purposes.

19 Structural Analysis Report SOW 4.4 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

20 Structural Finite Element

Model

SOW 4.5 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

21 Thermal Analysis Report SOW 4.6 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

22 Reserved - - -

23 Worst Case Circuit Analysis

Report

SOW 4.8 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

24 Parts Stress Analysis Report SOW 4.9 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

25 Parts Stress Analysis

Criteria if different from

EEE-INST-002

SOW 4.9 Twenty-eight (28) calendar days after contract effective date

Electronic – Provide submittal in electronic format to the

COR.

26 Radiation Hardness Analysis

Report

SOW 4.10 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

27 Reliability Analysis Report SOW 4.11 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

28 FMECA Report SOW 4.12 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

29 Error Analysis Report SOW 4.13 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

30 Y Reserved - - -

31 User/Instruction Manual SOW 4.15 Fourteen (14) calendar days before PSR

Electronic – Provide submittal in electronic format to the

COR.

Review Required

32 Reserved

33 Verification Plan (Including

Verification Matrix)

SOW 6.1,

7.5.1

Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

34 Individual Verification Test

Plan(s) (if needed)

SOW 6.1 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

35 Verification Test

Procedure(s)

SOW 6.2 Twenty-eight (28) calendar days before start of testing and as changes occur.

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

36 Verification Test Report(s) SOW 6.3 At PSR Electronic – Provide submittal in electronic format to the

COR.

Review Required.

37 Quality Assurance Plan SOW 7.1.1 Fourteen (14) calendar days after contract effective date

Electronic – Provide submittal in electronic format to the COR and Contracting Officer.

Approval Required.

38 Anomaly/Failure Reports SOW 7.1.3 Deliver initial submission within 24 hours of occurrence for information for Major

Anomaly.

Electronic – Provide submittal in electronic format to the

Approval Required.

Deliver notice of a change in status within 24 hours of occurrence for information.

Deliver the proposed closure prior to closure for approval.

39 Class I Configuration

Management (CM) Changes

SOW 7.1.4 Seven (7) calendar days after

Contractor CM review

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

40 Class II- CM Changes SOW 7.1.4 Seven (7) calendar days after

Contractor CM review

Electronic – Provide submittal in electronic format to the

COR.

For Information Purposes.

41 Safety/Hazard Controls SOW 7.2 Three (3) working days after

Contractor disposition

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

42 Trended Parameters List SOW 7.3.1 Seven (7) calendar days prior to PER

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

43 Limited Life Items List SOW 7.3.2 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

44 Expired Shelf Life Waiver SOW 7.3.2 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

45 Software Management

Reviews (if applicable)

SOW 7.4.4 Seven (7) calendar days before start of review

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

46 Advanced Packaging

Technology Requirements

Documents

SOW 7.6.2 Twenty-eight (28) calendar days after contract effective date

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

47 Alternate Workmanship

Standards

SOW 7.6.3 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

48 Reserved - - -

49 Printed Wiring Board

Coupons (if applicable)

SOW 7.6.8 Twenty-one (21) calendar days before start of PWB assembly Review Required.

50 EEE Parts Identification List SOW 7.7.1 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

51 Radiation Test Plans (if applicable)

SOW 7.7.3 Twenty-eight (28) calendar days prior to test.

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

52 Radiation Test Reports (if applicable)

SOW 7.7.3 Fourteen (14) calendar days after test

Electronic – Provide submittal in electronic format to the

COR.

Review Required.

53 Recertification Plans for

Parts > 7 years old (if applicable)

SOW 7.7.4 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

54 GIDEP Alert Disposition and Preparation

SOW 7.7.5 Three (3) working days after

Contractor evaluation

Summary in Monthly Status

Report

Electronic – Provide submittal in electronic format to the

COR.

For Information Purposes.

55 Part Failure Reporting SOW 7.7.7 Twenty-four (24) hours after failure determination

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

56 Reserved - - -

57 Reserved - - -

58 Reserved - - -

59 Reserved - - -

60 Reserved - - -

61 Reserved - - -

62 Contamination Control Plan SOW 7.9.1 Fourteen (14) calendar days before DCR

Electronic – Provide submittal in electronic format to the COR and Contracting Officer.

Review Required.

63 Reserved

64 Thermal Vacuum Bakeout

Plan

SOW 7.9.4 Twenty-eight (28) calendar days prior to beginning of

Thermal Vacuum Bakeout

Tests

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

65 Thermal Vacuum Bakeout

Test Results (if not part of

Thermal Vacuum Report)

SOW 7.9.4 Fourteen (14) calendar days after completion of Thermal

Vacuum Bakeout Tests

Electronic – Provide submittal in electronic format to the

COR.

Approval Required.

66 Reserved - - -

67 IRU Flight Unit SOW 5.2 Fifteen (15) months after contract effective date

As specified in Clause GSFC

52.247-94

Approval Required.

68 IRU Engineering Test Unit

(Loaner - option)

SOW 5.2 No earlier than Seven (7) months after contract effective date

As specified in Clause GSFC

52.247-94

Approval Required.

69 Connector Saver(s) SOW 5.3 With #67 As specified in Clause GSFC

52.247-94

Approval Required.

70 IRU Supporting Hardware SOW 5.4 With #67 As specified in Clause GSFC

52.247-94

Approval Required.

71 Shipping Container SOW 5.5 With #67 As specified in Clause GSFC

52.247-94

For Information Purposes.

72 Drill Template (option) SOW 5.5 At DCR As specified in Clause GSFC

52.247-94

For Information Purposes.

Notes: Approval Required means items in this category require approval from the National Aeronautics and Space

Administration (NASA)/Goddard Space Flight Center (GSFC) Contracting Officer (CO). In general, documents shall be provided in contractor format as long as required content, as specified in the Plankton, Aerosol, Cloud, ocean Ecosystem (PACE) IRU Statement of Work (Attachment A), is addressed. The NASA

GSFC CO reserves the time-limited right of disapproval for each submission. The time-limited period is two weeks from receipt of documents.

For Information Purposes means items in this category are informal and are for information only.

Review Required means items in this category do not require formal NASA GSFC CO approval, but will be reviewed by the GSFC or its designated representatives in order to determine contractor effectiveness in meeting contract objectives. When Government review reveals inadequacies, the contractor may be requested to correct the inadequacies. GSFC shall review and comment within 20 working days of receipt.

2.2.2 GSFC 52.211-91 SCOPE OF WORK

The Contractor shall provide the personnel, materials, and facilities, except as otherwise specified in this contract, necessary to perform the work and to furnish the items specified in the

Supplies and/or Services To Be Provided clause of this contract in accordance with the Statement of Work (SOW), Attachment A; and Specification (SPEC), Attachment B.

2.2.3 GSFC 52.217-92 PERIOD OF PERFORMANCE (JAN 2014)

The period of performance of this contract shall be for a period of 15 months from the contract effective date of TBD.

2.2.4 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm Fixed price (FFP) contract resulting from this solicitation.

(End of provision)

2.2.5 1852.216-78 FIRM FIXED PRICE (DEC 1988)

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

2.2.6 GSFC 52.232-95 INVOICES – SUBMISSION OF (AUG 2016)

(a) Payment Office. 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. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(b) Invoices. Except for classified invoices, invoices shall be prepared in accordance with the invoicing instructions in FAR 52.212-4(g). In addition, invoices shall be submitted using the steps described at the NSSC’s Vendor Payment information web site at https://www.nssc.nasa.gov/vendorpayment.

(c) Improper invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in an invoices within seven calendar days of receipt by the NSSC Payment

Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

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

https://www.nssc.nasa.gov/vendorpayment

2.2.7 GSFC 52.232-99 MILESTONE PAYMENT SCHEDULE (FIXED PRICE) (NOV

2013)

(a) Subject to other limitations and conditions specified in this contract, milestone payment shall be made to the Contractor upon delivery and acceptance of the milestone events described under paragraph (b).

(b) The payment schedule amount shall be calculated by the application of the contract percentage established per milestone event to the total fixed price amount indicated under

Section B contract clause NFS 1852.216-78, Firm-Fixed Price.

Item

No.

Event Qty

Contract

Value %

Total

Amount Completion Determination

1 Kick-Off Meeting 1 15 TBP

Final presentation package received in accordance with Section 3.4.1 of PACE-

GNC-SOW-0049B.

Design Conformance

Review (DCR)

1 30 TBP

Final presentation package received in accordance with Section 3.4.2 of PACE-

GNC-SOW-0049B.

Pre-Environmental

Review (PER)

1 25 TBP

Final presentation package reviewed in accordance with Section 3.4.3 of PACE-

GNC-SOW-0049B.

5 Pre-Ship Review (PSR) 1 10 TBP

Final presentation package reviewed in accordance with Section 3.4.4 of PACE-

GNC-SOW-0049B.

6 Flight Unit Delivery 1 20 TBP

Hardware received. EIDP received in accordance with Section 3.4.4, 5.0, 7.5.3, 7.7.1, and 7.8.3 of PACE-GNC-SOW-

0049B.

(c) The Contractor may submit requests for payment not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the

Contracting Officer, all milestone payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled.

(d) The Contractor shall not be entitled to payment of a request for milestones payment prior to successful accomplishment and acceptance by the Government of the milestone event. The

Contracting Officer shall determine whether the milestone event or performance criterion for which payment is requested has been successfully accomplished and accepted by the

Government in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

2.2.8 GSFC 52.247-94 SHIPPING INSTRUCTIONS--CENTRAL RECEIVING (FEB

2016)

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

Receiving Officer, Goddard Space Flight Center

Building 35, Code 279

Greenbelt, Maryland 20771

Marked for:

Technical Officer: Agbontaen Imasuen, Code 596

Building: 11, Room: S232H

Contract No.: TBD

Item(s) No.: TBD (from Clause 2.1.1)

Compliance with this clause is necessary to assure verification of delivery and acceptance and prompt payment.

As this is a fixed price type contract, 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.

2.2.9 52.252-1 SOLICITATIONS PROVISIONS INCORPORATED BY REFERENCE

(FEB 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

For Federal Acquisition Regulation (FAR) provisions, see https://www.acquisition.gov/?q=browsefar

For NASA FAR Supplement (NFS) provisions, see http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm https://www.acquisition.gov/?q=browsefar http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

2.2.10 CLAUSES INCORPORATED BY REFERENCE

52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2016)

52.204-13 SYSTEM FOR AWARD MAINTENANCE (OCT 2016)

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL

2016)

52.212-1 INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS (FEB 2018)

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2017)

1852.215-84 OMBUDSMAN (NOV 2011)

1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005)

2.2.11 GSFC 52.211-101 LIST OF ATTACHMENTS (FEB 2016)

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

Attachment Description Date

No. of Pages

(including the cover page)

A PACE Spacecraft Inertial Reference Unit Statement of

Work (SOW) 10/18/2018 57

B PACE Spacecraft Inertial Reference Unit (IRU)

Specification (SPEC) 10/16/2018 81

C Small Business Subcontracting Plan TBS* TBS*

D Quality Assurance Surveillance Plan 9/14/2015 20

TBS = To Be Submitted

TBP = To Be Proposed TBS* = To Be Submitted with proposal

SECTION 3

3.1 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (AUG

2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or

Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and

Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and

Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov

2015)

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws

108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

x (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

x (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41

U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

___ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract

Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-

117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

___ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C.

6101 note).

___ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (Oct 2018) (41 U.S.C. 2313).

___ (10) [Reserved]

___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011)

(15 U.S.C. 657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small

Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C.

644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

___ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C.

637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637

(d)(4)).

___ (ii) Alternate I (Nov 2016) of 52.219-9.

___ (iii) Alternate II (Nov 2016) of 52.219-9.

___ (iv) Alternate III (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Aug 2018) of 52.219-9.

___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-

Aside (Nov 2011) (15 U.S.C. 657f).

___ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15

U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C.

637(m)).

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned

Small Business Concerns Eligible Under the Women-Owned Small Business Program

(Dec 2015) (15 U.S.C. 637(m)).

___ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

___ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan

2018) (E.O. 13126).

___ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

x (28) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

___ (ii) Alternate I (Feb 1999) of 52.222-26.

___ (29) (i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

___ (ii) Alternate I (July 2014) of 52.222-35.

___ (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29

U.S.C. 793).

___ (ii) Alternate I (July 2014) of 52.222-36.

___ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

___ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations

Act (Dec 2010) (E.O. 13496).

x (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter

78 and E.O. 13627).

___ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

___ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-

Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration

Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

___ (38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun

2014) (E.O.s 13423 and 13514

___ (ii) Alternate I (Oct 2015) of 52.223-13.

___ (39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014)

(E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-14.

___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42

U.S.C. 8259b).

___ (41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products

(Oct 2015) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-16.

x (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while

Driving (Aug 2011) (E.O. 13513).

___ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (45) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

___ (ii) Alternate I (Jan 2017) of 52.224-3.

___ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May

2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

___ (ii) Alternate I (May 2014) of 52.225-3.

___ (iii) Alternate II (May 2014) of 52.225-3.

___ (iv) Alternate III (May 2014) of 52.225-3.

___ (48) 52.225-5, Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C.

3301 note).

x (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the

Department of the Treasury).

___ (50) 52.225-26, Contractors Performing Private Security Functions Outside the

United States (Oct 2016) (Section 862, as amended, of the National Defense

Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42

U.S.C. 5150).

___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(Nov 2007) (42 U.S.C. 5150).

___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)

(41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

x (55) 52.232-33, Payment by Electronic Funds Transfer--System for Award

Management (Oct 2018) (31 U.S.C. 3332).

___ (56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for

Award Management (Jul 2013) (31 U.S.C. 3332).

___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C.

637(d)(12)).

___ (60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels

(Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

___ (iii) Alternate II (Feb 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

___ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

___ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29

U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards --

Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C.206 and

41 U.S.C. chapter 67).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards --

Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--

Requirements (May 2014) (41 U.S.C. chapter 67).

___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O.

13658).

___ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O.

13706).

___ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May

2014) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the

Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41

U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the

Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and

Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C.

637(d)(2) and (3)), in all subcontracts that…