Final_CLPS_RFP_9.6.18.pdf

Commercial Lunar Payload Services (CLPS) Solicitation 80HQTR18R0011R

TABLE OF CONTENTS

I. CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FAR 52.212-4)

(JAN 2017)

I.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

I.2 ORDERING (FAR 52.216-18) (OCT 1995)

I.3 ORDER LIMITATIONS (FAR 52.216-19) (OCT 1995)

I.4 INDEFINITE QUANTITY (FAR 52.216-22) (OCT 1995)

I.5 PUBLIC AFFAIRS

I.6 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT (NFS 1852.245-

74) (JAN 2011)

I.7 MATERIAL INSPECTION AND RECEIVING REPORT (NFS 1852.246-72) (APR 2015) 16

I.8 SUPPLIES AND/OR SERVICES TO BE PROVIDED

I.9 FIRM FIXED PRICE (NFS 1852-216-78) (DEC 1988)

I.10 MINIMUM AND MAXIMUM ORDERING LIMITS (JSC 52.216-90) (AUG 2013)

I.11 AUTHORIZED DEVIATIONS IN CLAUSES (FAR 52.252-6) (APR 1984)

I.12 SCOPE OF WORK

I.13 ACCEPTANCE—LOCATION(S)

I.14 SHIPPING INSTRUCTIONS

I.15 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (NFS 1852.232-80) (APR

2018)

I.16 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF

CONTRACTORS (NFS 1852.245-73) (JAN 2017)

I.17 TASK ORDERING PROCEDURE (NFS 1852.216-80) (OCT 1996), ALTERNATE II (MAR

2018) (DEVIATION)

I.18 SMALL BUSINESS SUBCONTRACTING GOALS (JSC 52.219-90) (OCT 2006)

I.19 PERFORMANCE-BASED PAYMENTS (FAR 52.232-32) (APR 2012)

I.20 PERFORMANCE-BASED PAYMENT EVENTS AND COMPLETION CRITERIA

I.21 DOMESTIC SOURCE CRITERIA AND COMPLIANCE

I.22 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS

(FAR 52.204-21) (JUN 2016)

I.23 LICENSES, PERMITS, AND OTHER AUTHORIZATIONS FOR A LAUNCH OR

REENTRY SERVICE OPERATOR

I.24 EXPORT LICENSES (NFS 1852.225-70) (FEB 2000)

I.25 PLACE OF PERFORMANCE – SERVICES

I.26 UPDATES OF CONTRACTOR CAPABILITIES

I.27 CLPS ON-RAMPING

I.28 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (NFS 1852.232-77) (MAR 1989)

……………………………………………………………………………………………………..36

I.29 LIST OF ATTACHMENTS

I.30 SUPPLEMENTAL TASK ORDERING PROCEDURES

I.31 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 52.245-1 (NFS

1852.245-76) (JAN 2011)………………………………………………………………………...40

I.32 RIGHTS IN DATA………………………………………………………………………………40

II. CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (52.212-5) (JAN 2018)

III. OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(FAR 52.212-3) (NOV 2017)

III.1 DOMESTIC SOURCE CERTIFICATION

III.2 REPRESENTATIONS AND WARRANTIES

III.3 INFORMATION REGARDING RESPONSIBILITY MATTERS (FAR 52.209-7) (JUL

2013)

III.4 REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER

SOFTWARE (FAR 52.227-15) (DEC 2007)

IV. INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS (FAR 52.212-1) (JAN 2017) . 75

IV.1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FAR 52.252-1)

(FEB 1998)……………………………………………………………………………………..…75

IV.2 COMMUNICATIONS REGARDING THIS SOLICITATION (GSFC 52.215-200) (SEP

2017) .. ……………………………………………………………………………………………..76

IV.3 TYPE OF CONTRACT (FAR 52.216-1) (APR 1984)

IV.4 SERVICE OF PROTEST (FAR 52.233-2) (SEP 2006)

IV.5 PROTESTS TO NASA (NFS 1852.233-70) (DEC 2015)

IV.6 PROPOSAL PREPARATION-GENERAL INSTRUCTIONS

IV.7 OFFER ACCEPTANCE PERIOD

IV.8 OFFER VOLUME

IV.9 TECHNICAL VOLUME

IV.10 PROPOSAL MARKING AND DELIVERY (GSFC 52.215-205) (SEPT 2014)

V. EVALUATION—COMMERCIAL ITEMS (FAR 52.212-2) (OCT 2014)

V.1 PROSPECTIVE CONTRACTOR RESPONSIBILITY (GSFC 52.209-300) (JAN 2014)

V.2 TECHNICAL EVALUATION

PART I

I. CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (FAR 52.212-4)

(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 performance 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 post acceptance 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)

ADDENDUM TO 52.212-4

CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS

I.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (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):

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

FAR

Clause No. Title

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER (MAY 2011)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

“The Contracting Officer may exercise the option by written notice to the

Contractor within 30 days.”

52.223-6 DRUG FREE WORKPLACE (MAY 2001)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008)

52.227-11 PATENT RIGHTS – OWNERSHIP BY THE CONTRACTOR (MAY 2014), as modified by 1852.227-11 (APR 2015)

52.227-14 RIGHTS IN DATA-GENERAL (MAY 2014)—ALTERNATE II (DEC 2007)

AND ALTERNATE III (DEC 2007) as modified by NASA FAR Supplement

1852.227-14 (APR 2015)

52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987)

52.227-17 RIGHTS IN DATA-SPECIAL WORKS (DEC 2007)

(f) Whenever the words “establish” and “establishment” are used in this clause, with reference to a claim to copyright, they shall be construed to mean “assert” and “assertion”, respectively. (End of addition)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

52.242-15 STOP-WORK ORDER (AUG 1989)

52.243-1 CHANGES – FIXED PRICE (FAR 52.243-1) (AUG 1987) ALTERNATE II (APR 1984)

52.245-1 GOVERNMENT PROPERTY (JAN 2017)

52.245-9 USE AND CHARGES (APR 2012)

NASA FAR Supplement (NFS) clauses:

Clause No. Title

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (AUG 2014)

1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION

TECHNOLOGY RESOURCES (JAN 2011)

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

1852.215-84 OMBUDSMAN (NOV 2011) ALT I (JUN 2000)

1852.219-75 INDIVIDUAL SUBCONTRACTING REPORTS (APR 2015)

1852.219-77 NASA MENTOR-PROTÉGÉ PROGRAM (APR 2015)

1852.223-72 SAFETY AND HEALTH (SHORT FORM) (JUL 2015)

1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002) ALT I (FEB 2006)

1852.227-11 PATENT RIGHTS—OWNERSHIP BY THE CONTRACTOR (APR 2015)

1852.227-14 RIGHTS IN DATA—GENERAL (APR 2015)

1852.227-17 RIGHTS IN DATA—SPECIAL WORKS (JUL 1997)

1852.227-70 NEW TECHNOLOGY—OTHER THAN A SMALL BUSINESS FIRM OR

NONPROFIT ORGANIZATION (APR 2015)

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" or "Patent Rights--Ownership by the Contractor," whichever is included, the following named representatives are hereby designated by the

Contracting Officer to administer such clause:

Title Office Address (including zip code)

New Technology

Representative

The installation (JSC) New Technology Representatives identified at: https://prod.nais.nasa.gov/pub/pub_library/techrep.html

Patent Representative

The installation (JSC) Patent Representatives identified at: https://prod.nais.nasa.gov/pub/pub_library/patrep.html

1852.228-78 CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE EXPLORATION

ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE STATION

(OCT 2012)

1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005)

1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005)

1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT-FURNISHED PROPERTY

(AUG 2015)

1852.245–72 LIABILITY FOR GOVERNMENT PROPERTY FURNISHED FOR REPAIR

OR OTHER SERVICES (JAN 2011)

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONNAL PROPERTY (AUG

2015)

(End of by Reference Part I)

I.2 ORDERING (FAR 52.216-18) (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule.

Such orders may be issued for 10 years from the effective date of the CLPS Contract Award.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

I.3 ORDER LIMITATIONS (FAR 52.216-19) (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $25,000 the Government is not obligated to purchase, nor is the

Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $500M;

(2) Any order for a combination of items in excess of $500M; or

(3) A series of orders from the same ordering office within 365 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-

21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

I.4 INDEFINITE QUANTITY (FAR 52.216-22) (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the

Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the maximum. The Government shall order at least the quantity of supplies or services designated in the Schedule as the minimum.

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within one (1) year from the end of the contract’s effective ordering period. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after no more than one (1) year from the end of the contract’s effective ordering period for those orders placed within the ordering period where performance extends beyond the end of the contract's effective ordering period

I.5 PUBLIC AFFAIRS

It is anticipated that the Contractor will execute media events to cover major contract activities.

The Contractor may, consistent with Federal law and this Contract, release general information regarding its activities conducted within the scope of the Contract:

(1) The Contractor shall contact the Contracting Officer for the applicable NASA designated Public Affairs Office (PAO), to coordinate major media releases, media interviews, news conferences, contingency statements, media scouts, photo opportunities and film crew activities regarding NASA Commercial Lunar Payload related efforts.

(2) The use of any direct quote by a NASA official shall be submitted for NASA’s concurrence to ensure accuracy prior to its release.

(3) The NASA logo shall not be used without NASA’s prior approval.

(End of text)

I.6 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT (NFS

1852.245-74) (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, or as otherwise specified in task order:

NASA/Johnson Space Center

Central Receiving/Bldg 420

2101 NASA Parkway

Houston, TX 77058

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts that require delivery of equipment.

(End of clause)

I.7 MATERIAL INSPECTION AND RECEIVING REPORT (NFS 1852.246-72) (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:

The number of copies and distribution instructions will be provided in applicable delivery orders. A MIRR receiving report is not required for the following deliverable items:

Services Rendered and Reports/Documentation for Items 1 through 10 in Clause I.8.

(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.

I.8 SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all resources except as may be expressly stated in the contract as furnished by the Government necessary to deliver and/or perform the items below in accordance with the Statement of Work (SOW), incorporated as Attachment A, and Delivery/Task Orders issued hereunder.

Item Description Reference Schedule Delivery

Method/Addressee(s)

Services and

Deliverables in accordance with

Attachment A, SOW

As Defined in

Attachment A, SOW

As Defined in

Attachment A, SOW

As Defined in Attachment

A, SOW

Services and

Deliverables in accordance with

Task Orders Issued and SOW

As Defined in

Individual Task

Orders Issued

As Specified in

Individual Task

Orders Issued

As Specified in Individual

Task Orders Issued

3 Task Plans

Task Ordering

Procedure

NFS 1852.216-80

and Clause I.30

Supplemental Task

Order Procedures

As Specified In

Individual Requests

For Task Plan

As Specified in Individual

Requests For Task Plan

Physical Inventory of Capital Personal

Property Reporting

NFS 1852.245-78

Within 10 Calendar

Days of Annual

Physical Inventory

Property Administrator

Organizational

Conflicts of Interest

(OCI) Avoidance

Plan

NFS 1852.237-72

To be Submitted with Proposal and to be updated if applicable at the

Task Order level.

Electronic Format/CO

Equal Opportunity

Reports

FAR 52.222-26

As Specified by

FAR 52.222-26

Electronic Format/CO &

Code 120

Lunar Transport

Capabilities

Reporting

Clause I.26 As Specified in

Clause I.26

Electronic Format/CO and

COR

Small Business

Sub-Contracting

Plan

JSC 52.219-90 and

FAR 52.219-9

As Specified in JSC

52.219-90 and FAR

52.219-9

Electronic Subcontract

Reporting System (eSRS), available at http://esrs.gov.

IT Security

Management Plan

Clause (IBR)

NFS 1852.204-76

As Specified in

NFS 1852.204-76

(30 days after contract award)

Electronic Format/CO

Item Description Reference Schedule Delivery

Method/Addressee(s)

Service Contract

Act Reporting

Requirements

FAR 52.204-15

As Specified in

FAR 52.204-15

Electronic format available at www.sam.gov and as

As Specified in FAR

52.204-15

I.9 FIRM FIXED PRICE (NFS 1852-216-78) (DEC 1988)

The total firm fixed price of this contract is the cumulative value of all individual task orders issued and awarded under this contract.

I.10 MINIMUM AND MAXIMUM ORDERING LIMITS (JSC 52.216-90) (AUG 2013)

In accordance with FAR 52.216-22, Indefinite Quantity, the guaranteed minimum to be ordered under this contract is $25,000 and the maximum which may be ordered under this contract is

$2.6 billion, cumulatively. This value is based on price. The Government is not obligated to order more than the minimum specified, but may order up to the maximum. The Contractor is obligated to fulfill orders issued, up to the maximum quantity.

I.11 AUTHORIZED DEVIATIONS IN CLAUSES (FAR 52.252-6) (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR

Chapter 1) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the date of the clause.

(b) The use in this solicitation or contract of any clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.

I.12 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, Attachment A and task orders issued hereunder.

I.13 ACCEPTANCE—LOCATION(S)

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

Deliverable Item

Nos.

(See Clause I.8)

Location Authorized Representative

1 - 2

As Specified in Contract and Individual Task Order/s

Designated Contracting

Officer’s Representative

(COR)

3 - 10

As Required in Clauses or

NASA/Johnson Space Center

Central Receiving/Bldg 420

Houston, TX 77058

Contracting Officer

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.

If this is a fixed price type contract, acceptance shall be deemed to have occurred constructively--for the sole purpose of computing an interest penalty that might be due the

Contractor under the Prompt Payment Act--on the 30th day after the Contractor has delivered the supplies or services in accordance with the terms and conditions of the contract. In the event that actual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be based on the date of the actual acceptance.

I.14 SHIPPING INSTRUCTIONS

(APPLIES ONLY AT THE DELIVERY ORDER LEVEL ONLY)

All items shall be shipped to the following address:

Parcel Post Shipments and Freight Shipments

Ship to: Transportation Officer

Building 420

NASA Johnson Space Center

Houston, TX 77058-3696

Mark for: Contracting Officer Representative

Contract Number: __TBD__

For reissue to: JSC Industrial Property Officer

Mail code: JB31

Building 419 Rm: 161

I.15 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (NFS 1852.232-80)

(APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at

FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

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

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

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

(c) Payment requests.

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

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

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

(D) Progress reports, as required.

(ii) Invoices.

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

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

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

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

(C) A clear explanation of the fee calculations.

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

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

Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the

Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

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

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

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

I.16 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF

CONTRACTORS (NFS 1852.245-73) (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 at Johnson Space Center, Industrial

Property Officer/JB3, 2101 NASA Parkway, Houston, TX 77058, 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.

I.17 TASK ORDERING PROCEDURE (NFS 1852.216-80) (OCT 1996), ALTERNATE

II (MAR 2018) (DEVIATION)

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

Contracting Officer.

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

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

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

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

(c) Within (to be specified in Request for Task Plan the number of ) calendar days after receipt of the Contracting Officer's request, the Contractor shall submit a task plan conforming to the request.

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

(1) Date of the order.

(2) Contract number and order number.

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

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

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

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

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

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

(e) The Contractor shall provide acknowledgement of receipt to the Contracting Officer within 3 calendar days after receipt of the task order.

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

(g) The Contracting officer may amend tasks in the same manner in which they are issued.

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

(i) Contractor shall submit progress reports, as required. When required, the reports shall contain, at a minimum, the following information:

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

(2) Price and billed amounts to date for each task order.

(3) Significant issues/problems associated with the task order.

(4) Status of all task orders issued under the contract.

(5) Invoice number.

I.18 SMALL BUSINESS SUBCONTRACTING GOALS (JSC 52.219-90) (OCT 2006)

For purposes of this clause, the terms, “HUBZone Small Business Concern,” “Small

Disadvantaged Business Concern,” “Service-Disabled, Veteran-Owned Small Business Concern, “Veteran-Owned Small Business Concern,”” “Women-Owned Small Business Concern,” and

“Historically Black College or University (HBCU)” are defined in paragraph 2.101 of the

Federal Acquisition Regulation. The total small business goal, expressed as a percent of total contract value including options, is 12.6 percent. The small business percentage goal, includes the following goals expressed as a percent of total contract value:

Small Disadvantaged Business Concerns 4.5 percent

Woman-Owned Small Business Concerns 2.7 percent

HUBZone Small Business Concerns 2.1 percent

Veteran-Owned Small Business Concern .3 percent

Service-Disabled, Veteran-Owned Small Business Concern 1.7 percent

HBCU’s (includes other minority institutions) 1.3 percent

I.19 PERFORMANCE-BASED PAYMENTS (FAR 52.232-32) (APR 2012)

(APPLIES ONLY AT THE TASK/DELIVERY ORDER LEVEL)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract’s description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting

Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized…