Final__DRFP_CLPS_.pdf

Commercial Lunar Payload Services (CLPS) Solicitation 80HQTR18R0011R

PART 1

I. CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (FAR

52.212-4) (JAN 2017)

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.”

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2017)

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, as modified by

1852.227-11 (MAY 2014)

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)

52.245-1 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)

1852.228-78 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)

1852.245-75 PROPERTY MANAGEMENT CHANGES. (JAN 2011)

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONNAL PROPERTY (AUG

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

ATTN: Technology

Transfer Office

NASA Headquarters

300 E Street, S.W.

Washington, DC 20546

Patent Representative

ATTN: Office of the

General Counsel

NASA/GSFC

ATTN: Office of the General Counsel

300 E Street, S.W.

Washington, DC 20546

(End of clause)

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 during the contract effective ordering period specified in Clause I.17.

(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.

I.3 ORDER LIMITATIONS (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 $TBD;

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

(3) A series of orders from the same ordering office within 30 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 the time specified in the order. 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 coordinate with the NASA designated Public Affairs Office

(PAO) regarding 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 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 Headquarters

300 E. St. SW

Washington, DC 20546

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

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.

(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 (GSFC 52.211-90) (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, 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

Supplemental Task

Order Procedures

Clause I.41

As Specified In

Individual Requests

For Task Plan

As Specified In Individual

Requests For Task Plan

Item Description Reference Schedule Delivery

Method/Addressee(s)

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 in Requests for Task

Plans

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.37 As specified in

Clause I.37

Electronic Format/CO and

COR

Small Business Sub-

Contracting Plan

GSFC 52.219-90 and

FAR 52.219-9

As specified in GSFC

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

Service Contract Act

Reporting

Requirements Clause II, (b)(7)

As specified in FAR

52.204-15

Electronic format available at www.sam.gov and as

As specified in FAR 52.204-

I.9 FIRM FIXED PRICE

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/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES

(GSFC 52.216-92) (FIXED PRICE) (APR 2008)

(a) The Government guarantees to issue one or more orders for an amount not less than $25,000 under this contract. There will be no further obligation on the part of the Government to issue additional orders thereafter. The maximum quantity ordered under all contracts awarded for

Commercial Lunar Payload Services Acquisition shall not exceed $2.6 billion, cumulatively.

(b) All orders placed under this contract will be applied to the minimum and maximum specified above.

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

(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 GSFC clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.

I.12 SCOPE OF WORK (GSFC 52.211-9) (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 the Statement of Work, Attachment A and task orders issued hereunder.

I.13 LIMITED RIGHTS DATA OR RESTRICTED COMPUTER SOFTWARE (GSFC

52.227-90) (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

I.14 ACCEPTANCE—LOCATION(S) (GSFC 52.246-93) (SEPT 2013)

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 Headquarters 300 E. Street SW Washington, D.C. 20546

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.15 INSPECTION SYSTEM RECORDS (GSFC 52.246-102) (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 and the delivery order.

I.16 MATERIAL INSPECTION AND RECEIVING REPORT NOT REQUIRED (GSFC

52.246-94) (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:

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

I.17 EFFECTIVE ORDERING PERIOD (GSFC 52.217-92) (JAN 2014)

The effective ordering period of this contract shall be for a period of ten years from the initial

Commercial Lunar Payload Services Contract effective date of TBD.

I.18 SHIPPING INSTRUCTIONS—NON-CENTRAL RECEIVING (GSFC 52.247-95)

(FEB 2016)

(APPLIES ONLY AT THE DELIVERY ORDER LEVEL ONLY)

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

Item Address Marked For

“As specified in delivery order/s”

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 NASA Headquarters, Washington DC delivery personnel must first stop at Receiving 300 E. Street SW 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.

I.19 INVOICES - SUBMISSION OF (GSFC 52.232-95) (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 invoices within seven calendar days of receipt by the NSSC

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

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

I.20 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 Officer and a copy to the cognizant NASA Center Deputy

Chief Financial Officer at Goddard Space Flight Center, Chief Financial Branch, Code 150, Greenbelt, MD 20771, 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 Management Branch, 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.

I.21 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT

(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:

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.

I.22 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR

52.245-1 (NFS 1852.245-76) (JAN 2011)

For performance of work under this contract, the Government will make available Government property identified in orders awarded under this contract, if applicable, on a no-charge-for-use basis pursuant to the clause at FAR 52.245-1, Government Property, as incorporated in this contract. The Contractor shall use this property in the performance of this contract at the contractor’s facility and at other location(s) as may be approved by the Contracting Officer.

Under FAR 52.245-1, the Contractor is accountable for the identified property.

I.23 SUPPLEMENTAL FINANCIAL REPORTING OF NASA PROPERTY IN THE

CUSTODY OF CONTRACTORS (GSFC 52.245-99) (MAR 2017)

(a) In addition to the annual 1018 reporting required under clause NFS 1852.245-73 of this contract, the Contractor shall submit monthly property financial reports as described below if, at either award or any time during contract performance, the cumulative amount of NASA property is $10 million or more.

(1) Monthly property financial reports shall be submitted including item-level supporting data for all items acquired/fabricated/modified where the total acquisition cost of the item is

$500,000 or more, in the contractor’s or its subcontractors’ possession. This data shall be

Item

Description

Acquisition

Date

Acquisition

Cost

Quantity If equipment

Manufacturer Model Serial

No.

To be specified in each task order, if applicable submitted for all items in the property classifications of real property, equipment, special test equipment, special tooling, and agency peculiar property.

(2) Monthly data shall also be submitted for items of any acquisition cost in the classifications of materials and contract work-in-process (WIP). Specifically, itemized monthly data is required for materials and WIP line items when the estimated total acquisition cost of any item at completion will be $500,000 or more.

(b) The monthly reports shall be electronically submitted using the Contractor-Held Asset

Tracking System (CHATS) at https://chats.nasa.gov using the format described in the CHATS user’s manual.

(c) Acquisition costs shall be developed using actual costs to the greatest extent possible, especially costs directly related to fabrication such as labor and materials. Supporting documentation shall be maintained and available for all amounts reported, including any amounts developed using estimating techniques.

(d) All adjustments shall be thoroughly explained and directly related to a specific Government

Fiscal Year (GFY). If the GFY cannot be determined, the default shall be the previous GFY.

(e) Work Breakdown Structures (WBS) shall be provided for all Contractor acquired property

(CAP), WIP, and any new materials acquired. The format shall be a five digit numerical level.

(i.e., 803-10). If the WBS is not identifiable, contact the NASA GSFC Property Office for further guidance, as provided in paragraph (f)(4) below.

(f)(1) The data required for the monthly submission is due the 21st day after the close of the month.

e.g., August 21 for the month ending July 31

September 21 for the month ending August 31

October 21 for the month ending September 30

(2) The monthly property financial reports required by this clause are separate from, and in addition to the annual NF 1018 reports.

(3) Both the NF 1018 report data and the September monthly report data are as of September 30.

Corrections in monthly report data shall be handled as adjustments in the next monthly report after discovery of the error. (e.g., Errors in the September monthly report shall be reported as adjustments in the October monthly report. The NF 1018 shall reflect the corrected numbers and the contractor shall provide a note regarding the corrected monthly report error under Comments in the NF 1018.) Errors in the NF1018 found after the November 30 submission shall be reported as adjustments in the NF 1018 for the next reporting year, unless immediate correction and resubmission are directed by NASA.

(4) Questions may be directed to the following individuals of the NASA GSFC Property Office:

Kia Hughes, (301) 286-0810, email kia.hughes@nasa.gov

Loren Phillips (301) 286-0785, e-mail: loren.j.phillips@nasa.gov

(End of clause)

I.24 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 TBD 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.

(End of clause)

I.25 SMALL BUSINESS SUBCONTRACTING PLAN AND REPORTS (GSFC

52.219-90) (NOV 2016)

a. Subcontracting Plan (Contractor)

FAR clause 52.219-9, "Small Business Subcontracting Plan", is included in this contract. The agreed to Subcontracting Plan required by the clause is included as an attachment to the contract.

b. Subcontracting Plan (Subcontractors)

In accordance with FAR clause 52.219-9 Small Business Subcontracting Plan, the Contractor must require that certain subcontractors adopt a plan similar to the Plan agreed to between the

Contractor and the Government.

c. Individual Subcontract Reports (ISRs)

The Contractor shall prepare and submit their Individual Subcontract Reports (ISRs) (formerly known as the Standard Form 294), in accordance with the instructions listed in the Electronic

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

ISRs must be submitted electronically in eSRS on a semi-annual basis. This report must be received no later than April 30 and October 30 each year for the reporting periods ending March

31 and September 30, respectively. Reports are required when due, regardless of whether there has been any subcontracting activity since the inception of the contract or since the last reporting period.

A final ISR must be submitted after contract completion. The final ISR submittal must be received no later than the due date for what would have been the next semi-annual report.

d. Summary Subcontract Reports (SSRs)

The Contractor shall prepare and submit Summary Subcontract Reports (SSRs) (formerly known as the Standard Form 295), in accordance with the instructions listed in the eSRS, available at http://esrs.gov and in accordance with FAR clause 52.219-9 Small Business Subcontracting Plan of this contract.

The SSRs must be submitted electronically in eSRS on an annual basis. This report must be submitted no later than October 30 each year for the twelve month period ending September 30.

e. Subcontractor Reporting

FAR clause 52.219-9 Small Business Subcontracting Plan requires that the Contractor ensure that ISR and SSR reports are submitted by those subcontractors that have been required to adopt a Subcontracting Plan under the terms of the clause. These subcontractor reports must be submitted as required by paragraphs (c) and (d) above. The reports may be submitted through the Contractor or submitted directly. Regardless, the Contractor is responsible for ensuring proper and timely submittal of the required reports.

I.26 PERFORMANCE-BASED PAYMENTS (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 and totaled. The Contractor’s request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the 30th day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the

Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor’s—

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government.

Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.

(2) “Property,” as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under paragraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer’s approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the

Government under this clause, the Contractor shall obtain the Contracting Officer’s advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not—

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor’s records or controls are determined by the Contracting

Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the

Government reasonable opportunity to examine and verify the Contractor’s records and to examine and verify the Contractor’s performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the

Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall—

(i) Excuse the Contractor from performance of obligations under this contract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government’s rights and remedies under this clause—

(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor’s request for performance-based payment. The Contractor’s request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract’s description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the

Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that—

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on TBD, all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on TBD against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated TBD; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

I.27 PERFORMANCE-BASED PAYMENT EVENTS AND COMPLETION CRITERIA

(APPLIES ONLY AT THE DELIVERY/TASK ORDER LEVEL)

In accordance with Clause I.26, “PERFORMANCE-BASED PAYMENTS (52.232-32)”, upon successful completion of an event, contractor may request performance-based payments. The performance-based payments shall be based on the major and interim events. The total percentage of payments proposed for all events, both interim and major, shall not exceed

90%. The percents are based on the total value of the task order and shall be requested by the contractor in the format below:

Payment

Event No.

Milestone Payment Event and

Completion Criteria

Percent

Month

1 TBP TBD ARO+TBP

2 TBP TBD ARO+TBP

3 TBP TBD ARO+TBP

Final Event 10% TBP

Total Payments 100%

ARO = After Receipt of Order (Delivery/Task Order signed by Contracting Officer)

TBP = To be Proposed

The Contracting Officer shall unilaterally determine the Contractor’s completion of each event for each individual task order. Completion criteria will be defined at the task order level.

Generally, payment events shall be paid in succession. All preceding payment events shall be successfully completed before payment will be made for the next payment event, unless the prior written consent of the Contracting Officer is obtained.

I.28 DOMESTIC SOURCE CRITERIA AND COMPLIANCE

This solicitation is for the express purpose of procuring space transportation services (as defined by 51 U.S.C. §§ 50101 and 50131). As such, in accordance with 51 U.S.C. § 50131, this procurement is restricted to United States industry entities that qualify as United States commercial providers of space transportation services as defined by 51 U.S.C. § 50101(7) and this solicitation.

“United States industry entity” is defined as any corporation, partnership, joint venture, association, or other entity which is organized or existing under the laws of the United States or any State, and whose controlling interest is held by United States nationals.

“Space transportation services” is defined as the preparation of a space transportation vehicle and its…