Final_RFP.pdf

80GSFC19R0020

SF 33 AWARD

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 1852.216-78 FIRM FIXED PRICE (DEC 1988) [FOR OFFEROR TO

FILL-IN]

The total firm fixed price of this contract is $ TO BE PROPOSED.

(End of clause)

B.2 GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO BE PROVIDED (SEP

2017)

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 Statement of Work (SOW), incorporated as Attachment A.

Item Description Reference Schedule Delivery

Method/Addressee(s)

Services and Deliverables in accordance with

Attachment A, SOW, Attachment B, Performance Specification, Attachment C, Deliverable

Items List and Schedule

(DILS), and Attachment D, Mission Assurance

Requirements (MAR)

As Defined in

Attachment A, SOW, Attachment

B, Performance

Specification, Attachment C, DILS, and

Attachment D, MAR

As Defined in

Attachment A, SOW, Attachment B, Performance

Specification, Attachment C, DILS, and Attachment D, MAR

As Defined in

Attachment A, SOW, Attachment B, Performance

Specification, Attachment C, DILS, and Attachment D, MAR

Reaction Wheel Assembly

Flight Unit(s)

SOW 4.2 24 months after contract award

(ACA)

As Specified in Clause

GSFC 52.246-93

Reaction Wheel Assembly

Connector Saver(s)

SOW 4.3 With Item #2 As Specified in Clause

GSFC 52.246-93

Reaction Wheel Assembly

Supporting Hardware

SOW 4.4 With Item #2 As Specified in Clause

GSFC 52.246-93

Reaction Wheel Assembly

GSE(s)

SOW 4.5 With Item #2 As Specified in Clause

GSFC 52.246-93

Item Description Reference Schedule Delivery

Method/Addressee(s)

6 Reports of Work

Section C

GSFC 52.235-91

Section H

NFS 1852.235-73

As Required in

Clause GSFC 52.235-

As specified in Clause

GSFC 52.235-91

Financial Report of NASA

Property in the Custody of

Contractors (NF 1018)

Section G

NFS 1852.245-73

Annual Report by

October 15th and

Final Report

NF 1018 Electronic

Submission System

(NESS)

Material Inspection and

Receiving Reports (MIRR)

(DD Form 250)

Section E

NFS 1852.246-72

Section E

GSFC 52.246-94

At Time of Delivery

Hard Copy/CO, COR, and Receiving &

Inspection

Foreign Travel Requests and Foreign Travel Reports

Section G

NFS 1852.242-71

Foreign Travel

Requests–30 days in

Advance of Travel

Foreign Travel

Reports–Due within

10 business days of the completion of travel

As specified in CO’s travel approval

Requests for Government

Property

Section G

NFS 1852.245-70

30 Days Prior to

Acquire Date Electronic Format/CO

Physical Inventory of

Capital Personal Property

Reporting

Section G

NFS 1852.245-78

Within 10 Days of

Annual Physical

Inventory

Property

Administrator

12 Reporting of Inventions

Section G

NFS 1852.227-72

Section G

NFS 1852.227-70

Section I

FAR 52.227-13

Interim Reports

Every 12 Months (or sooner to preserve

Patent Rights) and

Final Report within 3

Months after Contract

Completion

Electronic or Hard

Copy Format/New

Technology

Representative or

Patent Representative

Small Business

Subcontracting Plan

Reporting

Section H

GSFC 52.219-90

Section I

NFS 1852.219-75

ISR–Semi-Annual

(April 30th and

October 30th) and

Final

SSR–Annual

(October 30th)

Electronic Format/

Electronic Subcontract

Reporting System

(eSRS) http://www.esrs.gov

14 Equal Opportunity Reports Section I

FAR 52.222-26

As Specified by FAR

52.222-26

Electronic Format/CO

& Code 120

IT Security Management

Plan

Section I

NFS 1852.204-76

30 Days after

Contract Award &

Annual Updates As

Required

Electronic Format/CO http://www.esrs.gov/

NOTE: Unless otherwise specified, “day” means “calendar day”.

NOTE: Shipping Class designations for Deliverable Items 2-5 are specified in NFS

Clause 1852.211-70. All data deliverables, other than items 2-5, unless specified

(electronic format, etc.), are considered Class IV and shall be shipped via the most advantageous commercial transportation means considered to be in the best interest of the

Government.

B.3 GSFC 52.232-99 MILESTONE PAYMENT SCHEDULE (FIXED PRICE)

(NOV 2013) [FOR OFFEROR FILL-IN]

(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.

(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.

(END OF SECTION B)

Event Contract

Value %

Total Amount Completion Determination

Monthly Progress

Reports

10% 24 $ TO BE

PROPOSED

Received in accordance with

Attachment A, SOW

Kick-Off Meeting 5% 1

$ TO BE

PROPOSED

Review conducted, made required changes to presentation package, and all action items closed/resolved

Design Conformance

Review (DCR)

10% 1

$ TO BE

PROPOSED

Review conducted, made required changes to presentation package, and all action items closed/resolved

Pre-Environment

Review (PER)

10% 1

$ TO BE

PROPOSED

Review conducted, made required changes to presentation package, and all action items closed/resolved

Pre-Ship Review

10% 1

$ TO BE

PROPOSED

Review conducted, made required changes to presentation package, and all action items closed/resolved

Flight Unit Delivery

50% 6

$ TO BE

PROPOSED

Received in accordance with

Attachment A, SOW, Attachment B, Performance Specification, Attachment

C, DILS, and Attachment D, MAR

Final Report

5% 1

$ TO BE

PROPOSED

Received in accordance with

Attachment A, SOW and Attachment

C, DILS

$ TO BE

PROPOSED

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 GSFC 52.211-91 SCOPE OF WORK (FEB 2016)

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 Attachment A, Statement of Work; Attachment B, Performance

Specification; Attachment C, Deliverables Items List and Schedule; and Attachment D, Mission Assurance Requirements.

C.2 GSFC 52.227-90 LIMITED RIGHTS DATA OR RESTRICTED

COMPUTER SOFTWARE (MAR 2008)

In accordance with the delivery requirements of this contract, all software data rights shall be delivered in accordance with the Rights in Data – General clause, specified elsewhere in this contract, except for the following:

NONE

C.3 GSFC 52.235-91 REPORTS OF WORK (AUG 2013)

(a) Monthly progress reports. The Contractor shall submit monthly progress reports of all work accomplished during each month of contract performance. Reports shall address the accomplishments and progress of all work performed the month being reported. The report shall be in narrative form and brief in content. The report shall include a description of technical accomplishments and status of deliverables. Also the report shall provide a quantitative description of overall progress and identify any risks or problems, which may impede performance and proposed corrective actions. Also the report shall have a discussion of the projected work activities to be performed during the next monthly reporting period.

(b) Final Report. The Contractor shall submit a final report that summarizes the results of the entire contract, including recommendations and conclusions based on the experience and results obtained. The final report should include, as appropriate, tables, graphs, diagrams, curves, sketches, photographs, and drawings in sufficient detail to comprehensively explain the results achieved under the contract.

(c) Submission. The Contractor shall submit the reports required by this clause as follows:

Copies Report

Type Addressee

Mail

Code

1 M,F Contracting Officer (CO) 448

1 M,F Contracting Officer's Representative (COR) 448

[M=Monthly Report, F=Final Report]

(d) Submission dates. Monthly reports shall be submitted by the 15th day of the month following the month 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. The final report shall be submitted within 30 days after completion of the contract.

(END OF SECTION C)

SECTION D - PACKAGING AND MARKING

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

2005)

(a) The Contractor shall comply with NASA Procedural Requirements (NPR) 6000.1, “Requirements for Packaging, Handling, and Transportation for Aeronautical and

Space Systems, Equipment, and Associated Components”, as may be supplemented by the statement of work or specifications of this contract, for all items designated as Class I, II, or III.

(b) The Contractor's packaging, handling, and transportation procedures may be used, in whole or in part, subject to the written approval of the Contracting Officer, provided (1) the Contractor's procedures are not in conflict with any requirements of this contract, and (2) the requirements of this contract shall take precedence in the event of any conflict with the Contractor's procedures.

(c) The Contractor must place the requirements of this clause in all subcontracts for items that will become components of deliverable Class I, II, or III items.

D.2 1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT

EQUIPMENT (JAN 2011)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA Technical Handbook (NASA-HDBK) 6003, Application of Data

Matrix Identification Symbols to Aerospace Parts Using Direct Part Marking

Methods/Techniques, and NASA Standard (NASA-STD) 6002, Applying Data

Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property: and, (2) contain the data and data format required by the standards. This requirement includes deliverable equipment listed in the schedule and other equipment when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA

Industrial Property Officer.

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

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

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

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

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

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the

NASA center receiving activity listed below:

Goddard Space Flight Center

Building 35, Code 279

Greenbelt, MD 20771

(f) The contractor shall include the substance of this clause, including this paragraph

(f), in all subcontracts that require delivery of equipment.

(END OF SECTION D)

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

52.246-7 INSPECTION OF RESEARCH AND DEVELOPMENT—FIXED

PRICE (AUG 1996)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

E.2 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT

(DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

Attachment D, Mission Assurance Requirements (MAR)

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in-

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require-

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

E.3 1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE

FUNCTIONS (OCT 1988)

In accordance with the inspection clause of this contract, the Government intends to perform quality assurance functions in accordance with the Mission Assurance

Requirements (MAR) (WFIRST-RQMT-05819).

E.4 1852.246-72 MATERIAL INSPECTION AND RECEIVING REPORT (APR

2015)

(a) At the time of each delivery to the Government under this contract, the Contractor shall prepare and furnish a Material Inspection and Receiving Report (DD Form 250 series). The form(s) shall be prepared and distributed as follows:

(1) Via mail and marked "Advance Copy", one copy each to the Contracting

Officer, the Contracting Officer's Technical Representative (if designated in the contract), and to the cognizant Administrative Contracting Officer, if any.

(2) Via mail, the original and 1 copy (unfolded) to the shipment address (delivery point) specified in Section F of this contract. Mark the exterior of the envelope

"CONTAINS DD FORM 250". This must arrive prior to the shipment.

(3) With shipment in waterproof envelope (one copy) for the consignee.

(4) If the shipment address is not directly to the Goddard Space Flight Center

(Greenbelt) or Goddard Space Flight Center (Wallops) central receiving areas, then one copy of the DD Form 250 must be provided (via mail) to one on the following addresses depending upon whether this contract is with GSFC

Greenbelt.:

Receiving and Inspection (Code 279), Goddard Space Flight Center, Greenbelt, MD 20771.

(b) The Contractor shall prepare the DD Form 250 in accordance with NASA FAR

Supplement 1846.6. The Contractor shall enclose the copies of the DD Form 250 in the package or seal them in a waterproof envelope, which shall be securely attached to the exterior of the package in the most protected location.

(c) When more than one package is involved in a shipment, the Contractor shall list on the DD Form 250, as additional information, the quantity of packages and the package numbers. The Contractor shall forward the DD Form 250 with the lowest numbered package of the shipment and print the words “CONTAINS DD FORM 250” on the package.

E.5 GSFC 52.246-93 ACCEPTANCE—LOCATION(S) (SEP 2013)

The Contracting Officer or authorized representative will accomplish acceptance at the following location(s):

Deliverable

Item No.

Location Authorized

Representative

2-5 NASA/GSFC, Greenbelt, MD COR

The Contracting Officer reserves the right to designate other Government agents as authorized representatives. The Contractor will be notified by a written notice or by a copy of the delegation letter if other agents are authorized.

E.6 GSFC 52.246-94 MATERIAL INSPECTION AND RECEIVING REPORT

NOT REQUIRED (APR 1989)

NASA FAR Supplement clause 1852.246-72 of this contract requires the furnishing of a Material Inspection and Receiving Report (MIRR) (DD Form 250 series) at the time of each delivery under this contract. However, a MIRR is not required for the following deliverable items:

All items except for 2-5 identified in Clause GSFC 52.211-90

E.7 GSFC 52.246-102 INSPECTION SYSTEM RECORDS (APR 2013)

The Contractor shall maintain records evidencing inspections in accordance with the

Inspection clause of this contract for six (6) years after delivery of all items and/or completion of all services called for by the contract.

(END OF SECTION E)

SECTION F - DELIVERIES AND PERFORMANCE

F.1 CLAUSES INCORORATED BY REFERENCE

52.242-15 STOP-WORK ORDER (AUG 1989)

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

F.2 GSFC 52.217-92 PERIOD OF PERFORMANCE (JAN 2014)

The period of performance of this contract shall be the effective date of the contract plus 2 years.

F.3 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: Allison Evans, Code 596

Building: 11

Room: S104

Contract No.: TBD

Item(s) No.: 2-5

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

If 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.

F.4 GSFC 52.247-95 SHIPPING INSTRUCTIONS – NON-CENTRAL

RECEIVING (FEB 2016)

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

Item Number Address Marked For

All Items NASA/GSFC Allison Evans, COR

Code 596

All Items NASA/GSFC Julie Janus, CO

Except 2-5 Code 448

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

If any of the above shipping addresses are to the Goddard Space Flight Center, Greenbelt, Maryland delivery personnel must first stop at Receiving Officer Building 35 to provide a copy of the receiving report (DD 250) to Receiving personnel before making delivery to the on-site location(s) specified above. If this is a fixed price type contract, failure to provide the DD 250 to Receiving may result in reduction or non-payment by the

Government of any interest penalty under the Prompt Payment Act.

F.5 ADVANCE NOTICE OF SHIPMENT (1852.247-72) (OCT 1988)

Seven (7) work days prior to shipping item(s) 2 through 5, the Contractor shall furnish the anticipated shipment date, bill of lading number (if applicable), and carrier identity to the Contracting Officer’s Representative and to the Contracting Officer.

(END OF SECTION F)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS

AND CERTIFICATIONS (DEC 2014)

1852.242-71 TRAVEL OUTSIDE OF THE UNITED STATES (DEC 1988)

1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT-

FURNISHED PROPERTY (AUG 2015)

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL

PROPERTY (AUG 2015)

G.2 1852.227-70 NEW TECHNOLOGY – OTHER THAN SMALL BUSINESS

FIRM OR NONPROFIT ORGANIZATION (APR 2015)

(a) Definitions. As used in this clause—

“Administrator” means the Administrator of the National Aeronautics and Space

Administration (NASA) or duly authorized representative.

“Made” means—

(1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or

(2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics.

“Nonprofit organization” means a domestic university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any domestic nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

“Practical application” means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

“Reportable item” means any invention, discovery, improvement, or innovation of the contractor, whether or not patentable or otherwise protectable under Title 35 of the United States Code, made in the performance of any work under any

NASA contract or in the performance of any work that is reimbursable under any clause in any NASA contract providing for reimbursement of costs incurred before the effective date of the contract. Reportable items include, but are not limited to, new processes, machines, manufactures, and compositions of matter, and improvements to, or new applications of, existing processes, machines, manufactures, and compositions of matter. Reportable items also include new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable or otherwise protectible under

Title 17 of the United States Code.

“Small business firm” means a domestic small business concern as defined at 15

U.S.C. 632 and implementing regulations of the Administrator of the Small

Business Administration. (For the purpose of this definition, the criteria and size standard adopted in the FAR Subpart 2.1 definitions for “small business concern” and for “small business subcontractor” will be used.)

“Subject invention” means any reportable item which is or may be patentable or otherwise protectible under Title 35 of the United States Code, or any novel variety of plant that is or may be protectible under the Plant Variety Protection

Act (7 U.S.C. 2321, et seq.).

(b) Allocation of principal rights—

(1) Presumption of title.

(i) Any reportable item that the Administrator considers to be a subject invention shall be presumed to have been made in the manner specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the National

Aeronautics and Space Act (51 U.S.C. 20135(b)) (hereinafter “the Act”), and the above presumption shall be conclusive unless at the time of reporting the reportable item in accordance with paragraph (e)(2) of this clause the Contractor submits to the Contracting Officer a written statement, containing supporting details, demonstrating that the reportable item was not made in the manner specified in the Act.

(ii) Regardless of whether title to a given subject invention would otherwise be subject to an advance waiver or is the subject of a petition for waiver as described in paragraph (b)(3) of this clause, the Contractor may nevertheless file the statement described in paragraph (b)(1)(i) of this clause. The Administrator will review the information furnished by the

Contractor in any such statement and any other available information relating to the circumstances surrounding the making of the subject invention and will notify the Contractor whether the Administrator has determined that the subject invention was made in the manner specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the Act.

(2) Property rights in subject inventions. Each subject invention for which the presumption of paragraph (b)(1)(i) of this clause is conclusive or for which there has been a determination that it was made in the manner specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the Act shall be the exclusive property of the United States as represented by NASA unless the

Administrator waives all or any part of the rights of the United States, as provided in paragraph (b)(3) of this clause.

(3) Waiver of rights.

(i) Section 20135(g) of the Act provides for the promulgation of regulations by which the Administrator may waive all or any part of the rights of the

United States with respect to any invention or class of inventions made or that may be made under conditions specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the Act. The promulgated NASA Patent Waiver

Regulations, 14 CFR part 1245, subpart 1, provide procedures for the

Contractor to submit petitions (requests) for waiver of rights and guidance for NASA in acting on petitions for such waiver of rights.

(ii) As provided in 14 CFR part 1245, subpart 1, the Contractor may petition, either prior to execution of the contract or within 30 days after execution of the contract, for advance waiver of rights to any invention or class of inventions that may be made under a contract. If such a petition is not submitted, or if after submission it is denied, the Contractor (or an employee inventor of the Contractor) may petition for waiver of rights to an identified subject invention within eight months of first disclosure of invention in accordance with paragraph (e)(2) of this clause, or within such longer period as may be authorized in accordance with 14 CFR

1245.105.

(c) Minimum rights reserved by the Government.

(1) With respect to each subject invention for which a waiver of rights has been granted, the Government reserves—

(i) An irrevocable, nonexclusive, nontransferable, royalty-free license for the practice of such invention throughout the world by or on behalf of the

United States or any foreign government in accordance with any treaty or agreement with the United States; and

(ii) Such other rights as stated in 14 CFR 1245.107.

(2) Nothing contained in this paragraph (c) shall be considered to grant to the

Government any rights with respect to any invention other than a subject invention.

(d) Minimum rights to the Contractor.

(1) The Contractor is hereby granted a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a subject invention in which the Government has title and in any resulting patent, unless the

Contractor fails to disclose the subject invention within the times specified in paragraph (e)(2) of this clause. The Contractor's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the Contractor is a party and includes the right to grant sublicenses of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the Administrator except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(2) The Contractor's domestic license may be revoked or modified by the

Administrator to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with 37 CFR part 404, Licensing of

Government Owned Inventions. The Contractor's license will not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Administrator to the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.

(3) Before revoking or modifying the Contractor's license, the Contractor will be provided a written notice of the Administrator's intention to revoke or modify the license, and the Contractor will be allowed 30 days (or such other time as may be authorized by the Administrator for good cause shown) after the notice to show cause why the license should not be revoked or modified. The

Contractor has the right to appeal to the Administrator any decision concerning the revocation or modification of its license.

(e) Contractor's obligations.

(1) The Contractor shall establish and maintain active and effective procedures to assure that reportable items are promptly identified and disclosed to

Contractor personnel responsible for the administration of this New

Technology—Other Than a Small Business Firm or Nonprofit Organization clause within six months of conception and/or first actual reduction to practice, whichever occurs first in the performance of work under this contract. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of the reportable items, and records that show that the procedures for identifying and disclosing reportable items are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of such procedures for evaluation and for determination as to their effectiveness.

(2) The Contractor shall disclose in writing each reportable item to the

Contracting Officer within two months after the inventor discloses it in writing to Contractor personnel responsible for the administration of this New

Technology—Other Than a Small Business Firm or Nonprofit Organization clause or within six months after the Contractor becomes aware that a reportable item has been made, whichever is earlier, but in any event for subject inventions before any on sale, public use, or publication of such invention known to the Contractor. The disclosure to the agency shall identify the inventor(s) or innovator(s) and this contract under which the reportable item was made. It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical characteristics of the reportable item. The disclosure shall also identify any publication, sale or offer for sale, or public use of any subject invention and whether a manuscript describing such invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the agency, the Contractor will promptly notify the agency of the acceptance of any manuscript describing a subject invention for publication or of any sale, offer for sale, or public use planned by the Contractor for such invention.

(3) The Contractor may use whatever format is convenient to disclose reportable items required in subparagraph (e)(2). NASA prefers that the Contractor use either the electronic or paper version of NASA Form 1679, Disclosure of

Invention and New Technology (including computer software) to disclose reportable items. Both the electronic and paper versions of NASA Form 1679 may be accessed at the electronic New Technology Reporting Web site http://invention.nasa.gov.

(4) The Contractor shall furnish the Contracting Officer the following:

(i) Interim new technology summary reports every 12 months (or such longer period as may be specified by the Contracting Officer) from the date of the contract, listing reportable items during that period, and certifying that all reportable items have been disclosed (or that there are no such inventions).

(ii) A final new technology summary report, within 3 months after completion of the contracted work, listing all reportable items or certifying that there were no such reportable items, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts.

(5) The Contractor agrees, upon written request of the Contracting Officer, to furnish additional technical and other information available to the Contractor as is necessary for the preparation of a patent application on a subject invention and for the prosecution of the patent application, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions.

(6) The Contractor agrees, subject to paragraph 27.302(j) of the Federal

Acquisition Regulation (FAR), that the Government may duplicate and disclose subject invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause.

(f) Examination of records relating to inventions.

(1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract, have the right to examine any books

(including laboratory notebooks), records, and documents of the Contractor relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whether—

(i) Any such inventions are subject inventions;

http://invention.nasa.gov/

(ii) The Contractor has established and maintained the procedures required by paragraph (e)(1) of this clause; and

(iii)The Contractor and its inventors have complied with the procedures.

(2) If the Contracting Officer learns of an unreported Contractor invention that the Contracting Officer believes may be a subject invention, the Contracting

Officer may require the Contractor to disclose the invention to the agency for a determination of ownership rights.

(3) Any examination of records under this paragraph will be subject to appropriate conditions to protect the confidentiality of the information involved.

(g) Withholding of payment (this paragraph does not apply to subcontracts).

(1) Any time before final payment under this contract, the Contracting Officer may, in the Government's interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of this contract, whichever is less, shall have been set aside if, in the Contracting Officer's opinion, the

Contractor fails to—

(i) Establish, maintain, and follow effective procedures for identifying and disclosing reportable items pursuant to paragraph (e)(1) of this clause;

(ii) Disclose any reportable items pursuant to paragraph (e)(2) of this clause;

(iii)Deliver acceptable interim new technology summary reports pursuant to paragraph (e)(4)(i) of this clause or a final new technology summary report pursuant to paragraph (e)(4) (ii) of this clause; or

(iv) Provide the information regarding subcontracts pursuant to paragraph

(h)(4) of this clause.

(2) Such reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause.

(3) Final payment under this contract shall not be made before the Contractor delivers to the Contracting Officer all disclosures of reportable items required by paragraph (e)(2) of this clause, and an acceptable final new technology summary report pursuant to paragraph (e)(4)(ii) of this clause.

(4) The Contracting Officer may decrease or increase the sums withheld up to the maximum authorized above. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any

Government rights.

(h) Subcontracts.

(1) Unless otherwise authorized or directed by the Contracting Officer, the

Contractor shall—

(i) Include this clause (suitably modified to identify the parties) in any subcontract hereunder (regardless of tier) with other than a small business firm or nonprofit organization for the performance of experimental, developmental, or research work; or

(ii) Include the clause at FAR 52.227-11, as modified by 1852.227-11, (suitably modified to identify the parties) in any subcontract hereunder

(regardless of tier) with a small business firm or nonprofit organization for the performance of experimental, developmental, or research work; and

(iii)Modify the applicable clause in any subcontract hereunder (regardless of tier) to identify the parties as follows: references to the Government are not changed, and in all references to the Contractor, the subcontractor is substituted for the Contractor so that the subcontractor has all rights and obligations of the Contractor in the clause.

(2) In the event of a refusal by a prospective subcontractor to accept such a clause the Contractor—

(i) Shall promptly submit a written notice to the Contracting Officer setting forth the subcontractor's reasons for such refusal and other pertinent information that may expedite disposition of the matter; and

(ii) Shall not proceed with such subcontract without the written authorization of the Contracting Officer.

(3) In the case of subcontracts at any tier, the agency, subcontractor, and

Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and NASA with respect to those matters covered by this clause.

(4) The Contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract hereunder (regardless of tier) by identifying the subcontractor, the applicable patent rights clause in the subcontract, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the Contractor shall furnish a copy of such subcontract, and, no more frequently than annually, a listing of the subcontracts that have been awarded.

(5) The subcontractor will retain all rights provided for the Contractor in the clause of paragraph (h)(1)(i) or (ii) of this clause, whichever is included in the subcontract, and the Contractor will not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.

(i) Preference for United States industry. Unless provided otherwise, no Contractor that receives title to any subject invention and no assignee of any such Contractor shall grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any products embodying the subject invention will be manufactured substantially in the United States.

However, in individual cases, the requirement may be waived by the

Administrator upon a showing by the Contractor or assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible.

G.3 1852.227-72 DESIGNATION OF NEW TECHNOLOGY

REPRESENTATIVE AND PATENT REPRESENTATIVE (APR 2015)

(a) For purposes of administration of the clause of this contract entitled "New

Technology—Other than a Small Business Firm or Nonprofit Organization" or

"Patent Rights--Ownership by the Contractor," whichever is included, the installation New Technology and Patent Representatives identified at http://prod.nais.nasa.gov/portals/pl/new_tech_pocs.html are hereby designated by the Contracting Officer to administer such clause for the appropriate installation.

(b) Disclosures of reportable items and of subject inventions, interim new technology summary reports, final new technology summary reports, utilization reports, and other reports required by the applicable “New Technology—Other than a Small

Business Firm or Nonprofit Organization” or “Patent Rights—Ownership by the

Contractor” clause, as well as any correspondence with respect to such matters, shall be directed to the New Technology Representative unless transmitted in response to correspondence or request from the Patent Representative. Inquires or requests regarding disposition of rights, election of rights, or related matters shall be directed to the Patent Representative. This clause shall be included in any subcontract hereunder requiring a "New Technology—Other than a Small

Business Firm or Nonprofit Organization" clause or "Patent Rights—Ownership by the Contractor " clause, unless otherwise authorized or directed by the

Contracting Officer. The respective responsibilities and authorities of the aforementioned representatives are set forth in 1827.305-270 of the NASA FAR

Supplement.

G.4 1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT

(APR 2018)

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

39529.

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

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact

Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

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

http://prod.nais.nasa.gov/portals/pl/new_tech_pocs.html http://www.hq.nasa.gov/office/procurement/regs/1827.htm#27_305-370

(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.5 1852.245-73 FINANCIAL REPORTING OF NASA PROPERTY IN THE

CUSTODY OF CONTRACTORS (JAN 2017)

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the Custody of Contractors, in accordance with this clause, the instructions on the form and NFS subpart 1845.71, and any supplemental instructions for the current reporting period issued by NASA.

(b)(1) Subcontractor use of NF 1018 is not required by this clause; however, the

Contractor shall include data on property in the possession of subcontractors in the annual NF 1018.

(2) The Contractor shall mail the original signed NF 1018 directly to the cognizant

NASA Center Industrial Property Officer and a copy to the cognizant NASA Center

Deputy Chief Financial Officer, Finance, unless the Contractor uses the NF 1018

Electronic Submission System (NESS) for report preparation and submission.

(3) One copy shall be submitted (through the Department of Defense (DOD) Property

Administrator if contract administration has been delegated to DOD) to the following address: Goddard Space Flight Center, Supply and Equipment, Code 273, Greenbelt, MD

20771, unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(c)(1) The annual reporting period shall be from October 1 of each year through

September 30 of the following year. The report shall be submitted in time to be received by October 31st. The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes.

Therefore, it is essential that required reports be received no later than October 31st.

(2) Some activity may be estimated for the month in which the report is submitted, if necessary, to ensure the NF 1018 is received when due. However, contractors' procedures must document the process for developing these estimates based on planned activity such as planned purchases or NASA Form 533 (NF 533) Contractor Financial Management

Report cost estimates. It should be supported and documented by historical experience or other corroborating evidence, and be retained in accordance with FAR Subpart 4.7, Contractor Records Retention. Contractors shall validate the reasonableness of the estimates and associated methodology by comparing them to the actual activity once that data is available, and adjust them accordingly. In addition, differences between the estimated cost and actual cost must be adjusted during the next reporting period.

Contractors shall have formal policies and procedures, which address the validation of

NF 1018 data, including data from subcontractors, and the identification and timely reporting of errors. The objective of this validation is to ensure that information reported is accurate and in compliance with the NASA FAR Supplement. If errors are discovered on NF 1018 after submission, the contractor shall contact the cognizant NASA Center

Industrial Property Officer (IPO) within 30 days after discovery of the error to discuss corrective action.

(3) In addition to an annual report, if at any time during performance of the contract, NASA-owned property in the custody of the contractor has a value of $10 million or more, the contractor shall also submit a report no later than the 21st of each month in accordance with the requirements of paragraph (c)(2) of this clause.

(4) The Contracting Officer may, in NASA's interest, withhold payment until a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit annual NF 1018 reports in accordance with NFS subpart 1845.71, any monthly report in accordance with (c)(3) of this clause, and any supplemental instructions for the current reporting period issued by NASA. Such reserve shall be withheld until the Contracting Officer has determined that NASA has received the required reports. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right.

(d) A final report shall be submitted within 30 days after disposition of all property subject to reporting when the contract performance period is complete in accordance with paragraph (b)(1) through (3) of this clause.

G.6 GSFC 52.245-94 INVENTORY OF GOVERNMENT OWNED PROPERTY-

-SPECIAL PROCEDURES FOR FLIGHT QUALIFIED INVENTORY

(DEC 2007)

The Contractor shall ensure that flight qualified assemblies and parts that are residual inventory under this contract are properly stored in a secure area that is certified for electrostatic discharge (ESD) handling. The parts shall be handled in accordance with electrostatic discharge (ESD) standards and procedures. The

Contractor shall also maintain a system to ensure that the associated heritage, test, and qualification documentation is available and traceable to such individual items of inventory.

In accordance with the “Physical inventory” required in FAR clause 52.245-

1(f)(iv), the Contractor shall identify any hardware, components or parts suitable for space flight or at any time such inventory is excess to the needs of this contract.

Compliance with this clause is required until:

(1) The Government exercises its right under the Government Property clause of this contract and under FAR 45.6 to require delivery of any such inventory or the transfer of such inventory to another Government contract.

[Flight qualified assemblies or parts remaining in residual inventory shall remain subject to this clause]; or

(2) The Contractor and the Government agree to, partly or completely, discontinue the requirements of this clause for specific items of flight qualified assemblies and parts; or.

(3) The period stated in this contract for the Contractor to maintain inspection records under the Inspection clause of this contract has expired.

In the event of (c)(1) above, the delivered or transferred flight qualified inventory shall be accompanied by all data and records regarding the flight certification of each of item(s)…