80GSFC20Q0003 - FAB BPA Terms and Conditions 2-13-2020.pdf

FABRICATION OF COMMERCIAL SPACE FLIGHT PARTS (FAB)

GODDARD SPACE FLIGHT CENTER

Blanket Purchase Agreement Terms and Conditions

ARTICLE 1 - ACCEPTANCE OF BLANKET PURCHASE AGREEMENT

The vendor’s acceptance of this Blanket Purchase Agreement (BPA), including all terms and conditions herein shall be considered binding upon written acceptance of each call by the vendor.

Failure of the vendor to comply with any of the below-cited terms and conditions or the schedules or any Call accepted hereunder may be cause for the immediate cancellation of this

Agreement.

ARTICLE 2 - EFFECTIVE ORDERING PERIOD

The effective ordering period of this BPA is 5 years from date of award.

ARTICLE 3 - EXTENT OF OBLIGATION

The Government will be obligated under this Agreement only to the extent of written Calls and

Revision to Calls, if any, as signed and executed by the Contracting Officer.

ARTICLE 4 - CHANGE OF CONTACT INFORMATION

Vendor shall notify the Code 210.M (Mission Enabling Procurement) Contracting Officer in writing upon changes to the company's ownership, name, address, and contact person.

ARTICLE 5 - PRICING

All purchases made under the provisions of this Agreement shall be priced at the vendor’s established commercial price. The vendor’s prices shall be as low as, or lower than those charged the supplier's most favored customer, in addition to the actual discount allowed the Government.

All calls shall be established on a firm fixed price basis.

ARTICLE 6 - CALL LIMITATION

Individual Calls placed under this Blanket Purchase Agreement will not exceed $150,000 each.

ARTICLE 7 - ORDERING PROCESS

Individual Calls shall clearly describe all services to be performed or supplies to be delivered so the total price for the performance of the work can be established when the order is placed. The

Government will award Calls using one of the following methods: Lowest priced technically acceptable offer or best value. The Government may also consider vendor’s past performance on prior Calls, including quality and timeliness.

Per NASA’s Procurement Class Deviation 18-01, the micro purchase threshold is up to $10,000.

Calls estimated to be at or below this micro purchase threshold may be either awarded without soliciting competitive quotes or competition may be conducted with two or more BPA holders.

The decision to compete calls below the micro purchase threshold will be at the sole discretion of the Contracting Officer. For calls exceeding $10,000, NASA will solicit competition among multiple BPA holders unless a sole source action is justified.

Individual Calls placed under this Blanket Purchase Agreement exceeding $25,000 will not be synopsized as the fabrication requirement was initially synopsized and multiple BPAs were established, as a result of that synopsis, with the most qualified vendors to ensure maximum practicable competition.

ARTICLE 8 - NOTICE OF INDIVIDUALS AUTHORIZED TO PLACE CALLS AND

MAKE CHANGES

The NASA GSFC 210.M Contracting Officer is the only individual authorized to place Calls for any requirement under this agreement. The Contracting Officer is the only individual authorized to make changes to the Calls and the Revision to Calls. Therefore, unless changes are received in writing by the vendor from the Contracting Officer, the vendor assumes all risks involved in any change made to the Call placed in accordance with this Agreement.

ARTICLE 9 - SHIPPING INSTRUCTIONS

Shipment(s) of all items called for herein shall be as designated on the individual Call.

Shipments shall be accompanied by delivery tickets or sales slips that shall contain the following minimum information: (1) Name of Supplier; (2) BPA Number; (3) Date of purchase and (4)

Call/Order number.

ARTICLE 10 - CRITICAL ITEMS/SERVICES

Under this BPA, certain items to be fabricated or services specified are considered "CRITICAL" and will be so designated on each request for quotation and the resultant Call. Those items/services designated as "critical" are essential to the success of individual projects or programs. As such, the timely delivery of this item is mandatory. Failures to deliver in a timely manner may result in the exclusion of the vendor from proposing on future Calls under this BPA.

ARTICLE 11 - ORDERING FOR SPACEFLIGHT USE -MARKING

Calls issued under this agreement will indicate if the item(s) to be delivered are for space flight use. If they are for space flight use, any shipping containers, shipping documents and purchasing documents shall be marked in accordance with Article 12 of this agreement.

ARTICLE 12 - MARKING

All markings on shipping containers shall be clearly legible from a distance of 36 inches, may be applied by stencil, rubber stamp or lacquer over coated gummed label. Identical requirements shall be imposed on all sub-tier suppliers.

All markings for space flight items shall be blue in color. All shipping containers, shipping documents, and purchasing documents for such items shall be marked as follows: ITEMS FOR

SPACE FLIGHT USE.

A NASA Critical Space Item Label shall be prominently displayed on the exterior of all Class I, Class II, and Class III interim packages and exterior shipping containers to alert all shipping and handling personnel to the criticality of the item in accordance with NFS 1852.211-70, "Packaging, Handling, and Transportation".

ARTICLE 13 - ELECTRONIC DOCUMENTATION

The vendor shall provide electronic version of all quality documentation, such as, but not limited to, all material and/or process certifications, test and inspection reports as required by individual

Calls. Each file shall represent a complete documentation package per part number and labeled with the part number. Electronic files shall be in PDF, Microsoft Word, JPG, and/or TIFS format. Electronic files will be delivered via email to the planner designated on the award of call on the day of delivery.

ARTICLE 14 - JOB STATUS REPORTS

The vendor shall provide to the government weekly Job Status Reports (which include important schedule milestones, and/or report any significant risk). The vendor may be required, on occasion, to provide photographic evidence of work status, progress and/or quality.

ARTICLE 15 - DELIVERIES

To the maximum extent practical, all Calls placed under this agreement will be shipped complete. All deliveries shall be made within the schedule agreed upon at time the Call is placed.

Partial shipments will not be accepted unless authorized on the Call or by the issuing Contracting

Officer prior to the time of delivery. The Government reserves the right to return partial shipments to the vendor, and all transportation charges shall be the responsibility of the Vendor.

ARTICLE 16 - GSFC 52.232-95 INVOICES - SUBMISSION OF (MAR 2018)

(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 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.

(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.

(End of clause)

ARTICLE 17 - REQUESTS

Requests for quotation (RFQ) can be made either in writing, electronically or orally. The vendor may be required, on occasion, to provide a detailed cost breakout spreadsheet.

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

ARTICLE 18 - NOTIFICATION OF DELAY IN DELIVERY SCHEDULE

The vendor shall notify the Contracting Officer one day after receipt of a Call, if the cited delivery schedule cannot be met. Additionally, if in the performance of a Call, the vendor finds that they cannot deliver as required, the vendor shall promptly notify the Contracting Officer by letter, and shall indicate when delivery will be accomplished. Upon notification, the Contracting

Officer may choose to cancel the Call or request due consideration for the delay. If the

Government grants an extension to the delivery schedule, the Government will require consideration adequate to affect the change. Failure to deliver in a timely manner may result in the exclusion of the vendor from proposing on future Calls under this BPA.

ARTICLE 19 - FINAL INSPECTION AND ACCEPTANCE

The Technical Representative stated on the Call, or the individual otherwise designated in writing by the Contracting Officer will make final inspection and acceptance at the initiating branch of the Goddard Space Flight Center, Greenbelt, Maryland.

Acceptance shall be deemed to have occurred constructively --for the sole purpose of computing any interest penalty that might be due the vendor under the Prompt Payment Act --on the 30th day after the vendor had delivered the supplies or performed the services in accordance with the terms and conditions of the agreement, unless there is a disagreement over quality or quantity. In the event that actual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be on the date of actual acceptance.

ARTICLE 20 - GOVERNMENT FURNISHED PROPERTY

The Government shall have the right, in accordance with FAR 52.245-1, Government Property

(JAN 2017), to furnish such material for an individual Call which in its sole discretion, it may deem to be in the interest of the Government. Any such material will be specified in individual

Calls.

The Government provided material to be furnished for initial fabrication only. In the event the material is scrapped by the vendor, additional material will not be provided by the government.

The vendor shall be responsible for providing/replacing the material to meet the requirements of the award to call at no additional cost to the government.

ARTICLE 21 - GENERAL - COMMERCIAL ITEMS

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (OCT

2018)

ADDENDUM TO 52.212-4

CONTRACT TERMS AND CONDITIONS – COMERICAL ITEMS

1.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

Federal Acquisition Regulation clauses:

https://www.acquisition.gov/browsefar

Clause No. Title

52.204-13 System for Award Management Maintenance (OCT 2016)

52.204-18 Commercial and Government Entity Code Maintenance

52.245-1 Government Property. (JAN 2017)

52.245-9 Use and Charges (APR 2012)

NASA FAR Supplement (NFS) clauses:

https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

Clause No. Title

1852.215-84 Ombudsman (NOV 2011)*

1852.223-75 Major Breach of Safety or Security (FEB 2002), with Alternate I (FEB 2006)

1852.237-72 Access to Sensitive Information (JUN 2005)

1852.237-73 Release of Sensitive Information (JUN 2005)

* The Center Ombudsman can be found at http://prod.nais.nasa.gov/pub/pub_library/Omb.html

1.2 52.212-5 Contract Terms and Conditions Required To Implement Statutes or

Executive Orders—Commercial Items (JAN 2020)

(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) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

https://www.acquisition.gov/browsefar https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf http://prod.nais.nasa.gov/pub/pub_library/Omb.html

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 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 (SEP 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.)

_X_ (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).

_X_ (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]

_X_ (14)(i) 52.219-6, Notice of Total Small Business Set-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 (JUN 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)).

_X_ (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 (OCT

2019) (15 U.S.C. 657f).

_X_ (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)).

_X_ (25) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (JAN 2020)

(E.O. 13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

_X_ (28)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).

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

_X_ (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.

_X_ (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.

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

_X_ (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 (JAN 2019) (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 Televisions (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)

__ (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

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

__ (ii) Alternate I (JAN 2017) of 52.224-3.

_X_ (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 (OCT 2019) (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)(13)).

__ (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).

__ (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) of this paragraph 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) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

(v) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(vi) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(vii) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(viii) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

(x) 52.222-36, Equal Opportunity for Workers with Disabilities (July 2014) (29 U.S.C. 793).

(xi) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

(xii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC

2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause

52.222-40.

(xiii) 52.222-41, Service Contract Labor Standards (AUG 2018)(41 U.S.C. chapter 67).

(xiv) _X_ (A) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

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

(xv) 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).

(xvi) 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).

(xvii) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xviii) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

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

(xx)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(B) Alternate I (JAN 2017) of 52.224-3.

(xxi) 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).

(xxii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42

U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxiii) 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). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor May include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. .

(End of clause)

1.3 1852.225-70 Export Licenses (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the

International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the

Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at [insert name of NASA installation], where the foreign person will have access to export-controlled technical data or software.

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

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

ARTICLE 22 - QUALITY REQUIREMENTS

1 Quality System

1.1 The vendor shall establish and implement a quality system to ensure that product conforms to specified requirements.

1.2 The vendor shall document how the quality requirements shall be met.

2 Subcontracting.

2.1 The vendor shall evaluate and select subcontractors based on their ability to meet quality requirements.

2.2 The vendor shall maintain quality records of subcontractors to ensure acceptable quality standards.

3 Process Control

The vendor shall plan and follow processes which directly affect quality.

3.1 Provide process and material certifications to include chemical and physical properties if requested.

3.2 Generate; follow and. provide internal process sheets or shop routers,

3.3 Comply with all required specifications,

3.4 Comply with Aerospace Industry Standards.

3.5 Monitor, control and maintain process parameters to ensure that product characteristics fall within required specifications and/or tolerances.

4 Inspection

4.1 The vendor shall establish and follow documented procedures for inspection activities to verify that the product requirements are met.

4.1.1 The Non-Destructive Evaluation (NDE) operator, whether internal or subcontractor shall:

a) Be certified in accordance with AIAINAS NAS 410 or ASNT-TCIA for standard level dye penetrant inspection, and b) Follow specified industry standards and/or NASA requirements for all other NDE.

4.1.2 The vendor shall provide discrepancy reports which identify, for each discrepancy, the required and actual dimensions. The vendor shall report all nonconformances found during vendor in-house inspection to GSFC for review by way of email to the COR; and the Originator and the CO. The vendor shall obtain approval the COR prior to shipping for further review of cited discrepancies.

4.1.3 The supplier shall provide 100% dimensional inspection reports, upon request of the government, documenting each required and actual dimension.

4.2 Control of Inspection Equipment

4.2.1 The supplier shall identify all inspection equipment that can affect product quality, and calibrate them at prescribed intervals, or prior to use, against certified equipment having a known valid relationship to internationally or nationally recognized standards.

4.2.2 The supplier shall identify inspection equipment with a suitable indicator or identification record to show the calibration status.

4.2.3 The supplier shall maintain calibration records for inspection equipment and provide to the

Government if requested.

5 Control of Nonconforming Product

5.1 The supplier shall establish and follow documented procedures to ensure that a product that does not conform to specified requirements is prevented from unintended use. This control shall provide for identification, documentation, evaluation, segregation, and disposition of nonconforming product, and for notification to the functions concerned.

5.2 Nonconforming product may be

a) Reworked to meet requirements, b) Accepted with or without repair by concession, c)

Reclassified for alternate application d) Rejected and scrapped or e) Accepted "as is”. Repaired or reworked product shall be re-inspected to ensure that it meet requirements.

6 Handling and Storage

6.1 The supplier shall provide methods of handling product that prevent damage or deterioration during manufacture, storage and delivery, and shall document the status and pedigree of each product, whether raw material for fabricated hardware.

7 Quality Records and Audits

7.1 The supplier shall establish and follow documented procedures for collecting and maintaining quality records and processes. This includes performing internal audits to ensure adherence to and effectiveness of the quality system.

8 Higher Level Quality Requirements for “Spaceflight” Items

8.1 The supplier shall be International Standard Organization (ISO) Certified or ISO Compliant if providing "spaceflight" services or supplies. The supplier shall establish and implement a quality system to at a minimum, conform to ISO 9001: 2008. Suppliers that are ISO Certified shall provide a copy of their Certification to the Code 547, Manufacturing Engineering Group.

Suppliers that are ISO Compliant shall provide a copy of their quality manual to Code 547, Manufacturing Engineering Group. The facilities of vendors may be inspected by Goddard Space

Flight Center's Code 300 Safety Mission Assurance for adherence to ISO quality requirements.

ARTICLE 25 - VENDOR PERFORMANCE ASSESSMENT

The vendor's performance under the BPA will be assessed annually in accordance with the requirements of FAR 42.1502, and the policy and procedures specified in the NFS subpart

1842.1502 and 1842.1503.

ARTICLE 26 - GSFC 52.211-91 SCOPE OF WORK (FEB 2016)

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

Supplies and/or Services To Be Provided clause of this BPA in accordance with the Statement of

Work, Attachment A and Calls issued hereunder.