ASR DRFP Revision 1.pdf

Advanced Spacesuit Regulator (ASR) DRFP Revision 1

Refer to the following pages for changes made to the Advanced Spacesuit Regulator (ASR) Draft Request for Proposal (ASR DRFP Revision 1).

Advanced Spacesuit Regulators (ASR) Solicitation No. 80JSC025R7004

Part I – The Schedule Section H - Special Contract Requirements

H.10 USE OF GOVERNMENT RESOURCES

(a) General. While the majority of work to be completed under this contract shall be performed at Contractor or subcontractor facilities, and the responsibility for adequately staffing this contract and completing full contract performance resides solely with the Contractor, the Contractor may request the use of certain specified Government resources in accordance with this clause. This clause applies to the Contractor’s use of those Government resources listed in Attachment J-3, Government Task Agreements, including property, facilities, assets, information and data, or services, whether obtained from NASA or another Government Agency; it does not apply to Government Furnished property (GFP), equipment (GFE), or data (GFD) otherwise provided under this contract.

(b) Use of NASA resources.

(1) Types of resources.

(i) NASA on-site resources. The Offeror/Contractor may propose to perform a portion of the work required under this contract using the property, facilities, assets, services, or other specialized resources uniquely available on-site (“on-site resources”) from a NASA Center, Component Facility, or the Jet Propulsion Laboratory (JPL) (any one of which is a “Performing Organization” hereafter in this clause). Such proposed requests must be within the scope of the contract and are subject to the availability of those resources and the Performing Organization’s ability and willingness to provide them. The Offeror/Contractor shall limit requests for the use of on-site resources to only those Performing Organization facilities, services, or other resources that are unique or not otherwise reasonably available commercially. The Offeror/Contractor shall document its planned use of or modifications to on-site resources through the execution and submission with proposal of one or more Government Task Agreements (GTAs). During contract performance, the Parties may agree to modify GTAs and/or execute additional GTAs if they mutually determine such agreements are necessary to respond to new or changed circumstances that arise during performance. GTA modifications are required when the requested scope is inconsistent with the original GTA Terms (e.g., more test runs are needed). The Contractor shall be responsible for the cost of any such new or modified GTA, and the Parties shall effectuate the addition of new or modified GTAs, and corresponding contract price adjustments, pursuant to FAR 52.243-02 Changes - Cost-Reimbursement (ALT II) as incorporated herein. The Offeror/Contractor shall follow the instructions for use of GTAs as provided in solicitation Attachment J-3, Government Task Agreements. The Offeror shall contact the corresponding Center Partnership Office Point of Contact to negotiate the terms of each GTA. The Partnership Office Point of Contact shall provide a cost for each GTA, but the Offeror shall not include this cost in its proposed prices or NTEs. The total cost of all GTAs will be added to the Offeror’s Total Evaluated Cost for proposal evaluation purposes only.

(2) Disclaimer. NASA makes no warranty whatsoever as to the availability or suitability of

NASA property, facilities, assets, information and data, or services made available under this clause. The Contractor assumes all responsibility for determining the suitability for use of all NASA resources, including technical suitability, schedule availability, and cost.

NASA provides all resources as-is. The Contractor uses all NASA resources at its own risk.

(3) Authority to commit the Government. The Contracting Officer retains sole authority to commit the Government in matters which would change contract price, quantity, delivery schedule, or any other requirement of this contract, including interpretation of technical requirements. The Contracting Officer may designate a representative (COR) to assist with contract administration within the limitations of authority as specified in its COR appointment letter.

(4) Impermissible use of NASA as a subcontractor or supplier. The Contractor shall not use the NASA resources made available pursuant to paragraphs (b)(1)(i) or (ii) of this clause to solely provide any end-item deliverable, including spacecraft components, subsystems, or elements, nor any ground or flight hardware or software, that is the responsibility of the Contractor under the terms of this contract. The Contractor shall not rely solely on NASA for the provision of complete flight or ground operations in support of this effort.

This paragraph does not prohibit the Contractor’s use of GFE, GFP, or any other Government Furnished item provided by the Government pursuant to another term of this contract.

(5) Contractor Waiver of Claims. By choosing to use NASA in support of contract performance, Contractor hereby waives any claims against NASA, its employees, its related entities, (including, but not limited to, Contractors and subcontractors at any tier, grantees, investigators, customers, users, and its Contractors and subcontractors at any tier) and employees of NASA’s related entities for any injury to, or death of, Contractor’s employees or the employees of Contractor’s related entities, or for damage to, or loss of, Contractor’s property or the property of its related entities arising from or related to activities conducted pursuant to this Clause, whether such injury, death, damage, or loss arises through negligence or otherwise, except in the case of willful misconduct. The Contractor further agrees to extend this waiver to its related entities by requiring them, by contract or otherwise, to waive all claims against NASA, its related entities, and employees of NASA and employees of NASA’s related entities for injury, death, damage, delay, or loss arising from or related to activities conducted pursuant to this clause.

(c) Use of resources from a Government Agency other than NASA. The Contractor shall obtain and maintain any necessary contracts or agreements between the Contractor and any Government Agency authorizing the use of Government property, facilities, assets, or services in performance of this contract (except as may be expressly stated in this contract as furnished by the Government). The Contractor shall be responsible to arrange any contracts or agreements outside of this contract as it deems appropriate. The terms and conditions of such contracts or agreements will govern the use of those Government resources. Any costs associated with such contracts or agreements shall result in no increase in the price of this contract. All remedies to disputes or performance issues shall be resolved in accordance with the terms and conditions of those contracts or agreements. The Contractor shall notify the Contracting Officer, COR, or designee of any contracts or agreements between the Contractor and any Government Agency under this paragraph. NASA makes no warranty whatsoever as to the availability or suitability for use of Government property, facilities, assets, or services made available by another Government Agency under the terms and conditions of other contracts or agreements. The Contractor assumes all responsibility for determining the suitability for use of all property, facilities, assets, or services acquired or made available to the Contractor by a Government Agency under other contracts or agreements. The Contractor further acknowledges and agrees that any use of such Government property, facilities, assets, or services shall not relieve the Contractor of full performance responsibility under the contract.

(d) Safeguarding of confidential or proprietary information. The Trade Secrets Act (18 U.S.C. §

1905) prohibits NASA personnel from disclosing the Contractor’s proprietary information unless authorized by law to do so. NASA will undertake all necessary precautions in order to ensure that Contractor confidential or proprietary information is protected throughout contract performance.

(e) Contractor responsibility. Notwithstanding the Contractor’s use of Government resources, the

Contractor remains fully responsible for the performance of all requirements as set forth in this contract. The Government’s provision of the resources described in this clause shall not be construed as: authorization; endorsement or approval of milestones; certification or final acceptance or rejection of certification success; or as a defense to any finding of mission failure or final acceptance or rejection of contract deliverables.

(f) Use of Government Data or Information provided in accordance with this clause. The

Contractor may use the data and information provided under this clause and related data, and any modified or enhanced versions thereof, only for performing work under this contract unless otherwise provided for in this contract, on the markings of the data and information provided under this clause or approved in writing by the Contracting Officer.

(1) For data and information provided under this clause that display a copyright notice belonging to a third party, the Contractor shall not, without the express written permission of the Contracting Officer, reproduce, distribute copies, prepare derivative works, perform publicly, display publicly, release, or disclose the data and information provided under this clause or related data to any person except for the performance of work under this contract.

(2) Allocation of rights associated with any data and information provided under this clause or related data modified or enhanced under this contract shall be defined by clause I.9, Rights in Data – General (Deviation), in this contract (as modified by any applicable NASA FAR Supplement clauses).

(3) The Contractor may provide the data and information provided under this clause, and any modified or enhanced versions thereof, to subcontractors as necessary for the performance of work under this contract. Before release of the data and information provided under this clause, and any modified or enhanced versions thereof, to such subcontractors (at any tier), the Contractor shall insert, or require the insertion of, this clause, including this paragraph (c)(4), suitably modified to identify the parties as follows: references to the Government are not changed, and in all references to the Contractor the subcontractor is substituted for the Contractor so that the subcontractor has all rights and obligations of the Contractor in the clause.

(4) The Government provides the data and information provided under this clause in an “AS-

IS” condition. The Government makes no warranty with respect to the serviceability and/or suitability of the data and information provided under this clause for contract performance.

(5) Title to or license rights. The Government shall retain title to or license rights in all data and information provided under this clause. Title to or license rights in data or information provided under this clause shall not be affected by its incorporation into or attachment to any data not owned by or licensed to the Government.

(6) Waiver of Claims and Indemnification. The Contractor agrees to waive any and all claims against the Government and shall indemnify and release the Government, its agents, and employees from every claim or liability, including attorney’s fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of the data and information provided under this clause and related data by the Contractor, a subcontractor, or by any person to whom the Contractor has released or disclosed such data and information provided under this clause or related data.

(7) Flow-down of Waiver of Claims and Indemnification. The Contractor shall include this clause, suitably modified to identify the parties, in all subcontracts, regardless of tier, which involve use of the data and information provided under this clause and/or related data in any way. At all tiers, the clause shall be modified to define data and information provided under this clause as it is defined herein and to identify the parties as follows:

references to the Government are not changed, and in all references to the Contractor the subcontractor is substituted for the Contractor so that the subcontractor has all rights and obligations of the Contractor in the clause. In subcontracts, at any tier, the Government, the subcontractor, and the Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the Government with respect to the matters covered by the clause.

(End of clause)

[END OF SECTION]

Section J

Government Task Agreement (GTA) Instructions

Introduction While the majority of work to be completed under this contract is anticipated to be performed by the Contractor at Contractor or subcontractor facilities, the Offeror or Contractor may propose to use resources that are on-site at a NASA facility as described in paragraph (b)(1)(i) of contract section H clause, “Use of NASA Resources.” In the event of a conflict between that clause and these instructions, the contract clause shall govern.

Note that NASA is also making a variety of optional Government-furnished equipment, property, and information (collectively, “Government-Furnished Resources,” or GFR) available to Contractors. The Contractor’s elective use of any of those items shall be effectuated through the nominal contract mechanism for identification and use/management of GFR.

In the event that the Offeror requests optional GFR and the Offeror also requires NASA support in modifying, augmenting, transforming, or providing any additional certifications related to the requested item(s), the Offeror must also execute and submit an accompanying Government Task Agreement (GTA) requesting such support in accordance with the procedures and instructions set forth herein. It is imperative that the contractor understand that a GTA is intended to define the agreement of material resources to make any modification, augmentation, etc. and the GTA does not relieve the contractor from property management approvals required to modify government equipment as specified in applicable contract or FAR clauses (i.e., FAR 52.245-1).

Instructions The purpose of this document for a Government Task Agreement (GTA), is to memorialize the Offeror’s or Contractor’s requested approach to utilization of NASA on-site resources that are described in paragraph (b)(1)(i) of contract section H clause, “Use of NASA Resources.” The Offeror shall submit all GTAs as attachments to its proposal. GTAs shall have an agreed-upon cost provided to the Contractor by the NASA POC, which is the corresponding Center Partnership Office representative. The cost of all GTAs will be added to the Offeror’s proposed cost for purposes of calculating a Total Evaluated Cost for proposal evaluation purposes. Offerors are advised that if awarded a contract for this effort, any GTA may be amended or revised during performance as agreed to by NASA and the Contractor. During contract performance, the Parties may also agree to execute additional GTAs if they mutually determine such agreements are necessary to respond to new or changed circumstances that arise during performance. The Contractor shall be responsible for the cost of any such GTA, and the Parties shall effectuate the addition of new GTAs, and corresponding contract price adjustments, pursuant to FAR 52.243-2 – Changes – Cost Reimbursement (ALT II) as incorporated herein. To propose new GTAs during contract performance, the Contractor shall work with the Contracting Officer and their duly delegated representatives.

The provision of any GTA shall be subject to a determination by the Government that any potential organizational conflicts of interest (OCIs) can be effectively avoided, negated, and/or adequately mitigated. If an OCI exists or the Government determines one exists, a mitigation approach must be provided to the Contracting Officer for determination and acceptance prior to executing the terms of any GTA.

For proposals that include hardware delivered to and/or tested at NASA centers, Offerors shall submit appropriate Safety and Health plans prior to delivery or testing to address hazardous materials/activities, environmental, and facilities considerations commensurate with their hardware and in accordance with NASA policy and regulations. Required documentation is dependent upon the hardware, identified hazards, and nature of the tests and facilities being exercised.

The Contractor shall indicate herein whether, as part of this GTA's performance, the Contractor is requesting to have any Contractor-provided “IT resources,” as that term is defined at NFS 1852.204- 76, interface with NASA IT resources. If so, the Contractor's IT resources shall comply with the requirements at NFS 1852.204-76 and FAR 52.204-21. In evaluating such GTA requests, NASA will perform an IT assessment and identify any additional requirements in the final GTA. The Contractor shall meet all of the indicated requirements before its IT resources interface with NASA IT resources.

If the Offeror proposes to operate commercially owned Ground Support Equipment (GSE) at NASA owned facilities, the Offeror shall design such GSE in accordance with the standards agreed upon between the applicable NASA facility representatives and the Offeror. Such agreement must be reached prior to any GSE installation or operation at a NASA facility. The Offeror shall describe its approach to attaining this agreement, consisting of necessary NASA standards to be followed, design milestones and schedule, below in the section, ‘Portion of the Task to be Performed by the Contractor.’ For reference, and as an example, NASA standards specifically applicable to GSE operated at flight facilities are located here:

• NASA-STD-5005 Standard for the Design and Fabrication of Ground Support Equipment

• KSC-DE-512-SM Facility, System, and Equipment General Design Requirements

The Offeror shall use one GTA for each requested use of a facility, asset, or service except when the use of multiple on-site resources as part of a single overall endeavor is contemplated; for example, if a certain type of testing requires the use of three different NASA on-site resources, the Offeror may use one GTA for “testing” that indicates the use of three different on-site resources. Additionally, each GTA shall only be applicable to one Contract Line Item (CLIN).

How to Inquire About NASA On-Site Resources To inquire about relevant, unique on-site resources at NASA Centers that may be available to Offerors, contact the applicable NASA Center Partnership Office representative. The Offeror or Contractor shall only request NASA facilities, assets, services, or other specialized resources that are unique and not reasonably available commercially. The Government has the right to refuse any GTA request for any reason.

During any blackout period in which the Offeror is drafting a contract proposal, communications with any government representative (i.e., ASR Office Technical Managers, Center Partnership POC’s, performing organization representatives) must be limited to sharing information about the specific GTA requested. The Government POC communications with the Offerors will not include any assistance in preparing the Offeror’s proposal, advice, or opinions on the Offeror’s proposed design solution or approach for performing the work requested by the solicitation or any information regarding the competition or its technical requirements.

Data Rights All technical data (TD), computer software (CS), and computer software documentation (CSD) developed pursuant to a GTA shall be delivered to NASA with either unlimited rights or Government Purpose Rights (“GPR”, as defined in contract clause FAR 52.227-14 – Rights in Data-General (May 2014) (Deviated)). Assertions provided by the Offeror on its Identification and Representation, pursuant to Clause H.25, Identification and Representation Data with Restrictive or Limiting Markings, that propose to deliver TD/CS/CSD developed pursuant to a GTA with less than GPR will be rejected by NASA and will not be incorporated into the contract at or after award.

Data Delivery At no additional cost to NASA, the contractor shall deliver, to a NASA Program authorized repository defined by the Contracting Officer, all technical data, computer software, and computer software documentation developed under work performed pursuant to a GTA no later than sixty (60) calendar days after performance of the GTA has concluded.

Cost Information The GTA NASA POC is responsible for providing the GTA Total Cost value in this template and reporting detailed cost information to the ASR Office. The detailed cost information will delineate, per fiscal year: (1) material costs; (2) other costs projected; and (3) total cost. The detailed cost table template will be provided by the ASR Office directly to the NASA POC for reporting.

Contract Performance Upon contract award, all GTAs are subject to formal review and approval by the ASR Office and Contracting Officer. Once funding has been secured from the appropriate organization, the Safety and Occupational Health Plan has been approved, and the Offeror has met all other requirements (e.g., standards applicable to GSE has been finalized and documented), the approved GTA(s) will become an attachment to the contract authorizing the Contractor to proceed with the GTA(s).

GTA Template The required Government Task Agreement template that Offerors shall use for each GTA is provided below on pages 4-6 of this Instruction.

Government Task Agreement (GTA) Advanced Spacesuit Regulator Contract

Task No.

Task Title

Date

WBS

No.

WBS

Title

Rev.

Points of Contact

Authorized Offeror/Contractor Rep. NASA POC Name POC Name NASA Center Partnership Lead Location Company Name NASA Center Name Office See Attachment B – Center Points of Contact Cell Email

Facility/Resource Name Location NASA Center Johnson Space Center

Overall Task Objective Describe the GTA effort in (at least) 1 – 2 sentences.

Portion of the Task to be Performed by the Government Describe the roles and responsibilities proposed to be completed by the Government as part of the GTA effort.

Describe any products to be delivered by the Government to the Contractor as part of the GTA effort (e.g., hardware produced, training, test data, reports, etc.).

Portion of the Task to be Performed by the Contractor Describe the Contractor roles and responsibilities to complete the GTA effort. Describe the items, labor support, and any additional provisions necessary (e.g., test hardware provided, Contractor labor support, test plans, etc.).

Please include information about when and how the required TD/CS/CSD will be delivered to the Government (see “Data Delivery” above for more information).

Agreed Upon Schedule for Use of the On-Site NASA Resources Detail the agreed-to schedule for GTA execution. Include milestones and Government product delivery dates.

Any Other Pertinent Information

Provide any additional information pertinent to this request. Additional information shall include, but is not limited to: assumptions for the cost and schedule estimates; justification for utilization of Government resources (see Instructions, above); details on the property Contractor intends to bring on-site; approach to show commercial GSE compliance with NASA Center-specific design standards; approach to IT compliance, as applicable (see above); and any reference Safety and Health Plans, as applicable.

Justification for using Government resources:

Contractor Property:

Appendix A

Task Title: Please complete

Intent and Objective o Please complete Facility Readiness for LTV o Please complete Items to be Provided By NASA o Please complete Items to be Provided By Contractor o Please complete

Part IV – Representations and Instructions Section L - Instructions, Conditions, and Notices to Offerors or Respondents

L.13.4(b) SUBFACTOR B: TECHNICAL ABILITY ASSESSMENT

QUESTIONS

The Offeror shall provide responses to the “Technical Ability Assessment Questions” found in Attachment L-1.

(b)

(1) NASA has unique human spaceflight capabilities and resources that it is making available to Offerors in accordance with contract Clause H.10, Use of Government Resources. The use of such resources described in that clause shall be coordinated with the NASA Center Partnership Office Points of Contact listed in the Final RFP Cover Letter and memorialized in a Government Task Agreement (GTA).

(2) Within the Attachment L-1, Technical Ability Assessment Questions, the

Offeror shall describe its approach to employing work proposed under all applicable GTAs into the Offeror’s ASR development and overall management. The Offeror shall submit all GTAs, using the form at Attachment J-2, Government Task Agreement Form, in accordance with instructions in the form and shall include the returned agreement(s) as an Attachment J-3, Government Task Agreements to its proposal.

(3) The Government will evaluate the Offeror’s GTAs as part of its evaluation of the Technical Approach. Offerors are advised that proposing to use Government resources will not, in and of itself, provide a basis for NASA to positively or negatively evaluate a proposal, and may provide a basis for NASA negatively evaluating a proposal if the proposed use of resources does not demonstrate an otherwise well-thought-out, thoroughly explained approach to development that is likely to reduce the risk of unsuccessful contract performance.

(4) To be considered by the Government, GTAs must be submitted to the applicable Center Partnership Office Point of Contact no later than 15 days after final solicitation release. NASA will disposition all requests and notify Offerors within seven days prior to proposal due date. NASA does not guarantee disposition of GTA requests received after the due date.

(5) All GTAs shall include a cost agreed upon by the Contractor and the relevant

NASA GTA Point of Contact. In all cases, Offerors are reminded that full contract performance remains solely the responsibility of the Contractor.

(6) Final terms and conditions of all GTAs will be negotiated with the successful

Offeror(s) after contract award and incorporated in Attachment J-3, Government Task Agreements. Offerors shall not include proposed GTAs in the Model Contract (Volume V).

Section L - Instructions, Conditions, and Notices to Offerors or Respondents

ATTACHMENT L-1 - TECHNICAL ABILITY ASSESSMENT QUESTIONS

4. Team Capabilities & Qualifications Please provide an overview of your team's current capabilities and qualifications.

• Describe the GTAs that you proposed and how these GTAs will improve the likelihood of successful contract performance.

Section M - Evaluation Factors for Award

M.2.3 COST FACTOR - VOLUME III

The Cost factor is used to determine what the Offeror’s proposal will likely cost the Government should it be selected for award. It is anticipated that the reasonableness of the proposed cost will be determined based on competition. For purposes of source selection, and in accordance with FAR 52.217-5, “Evaluation of Options,” the total proposed cost will be evaluated. The total proposed cost consists of the base and option periods, and fee.

The proposal analysis techniques under FAR 15.404 and NFS 1815.404 will be considered to determine a fair and reasonable price. The cost evaluation will be conducted in accordance with FAR 15.305(a)(1), NFS 1815.305(a)(1)(B) and (a)(3)(B).

In accordance with FAR 15.404-1, the Government will conduct a cost analysis by evaluating the costs proposed in response to this solicitation. Specifically, the evaluations will include, but are not limited to, comparing the cost and fee proposed by all Offerors in response to this solicitation, comparing the proposed cost and fee to historical prices for the same or similar items purchased by the Government, and comparing the proposed cost and fee to the Independent Government Cost Estimate. Furthermore, in accordance with FAR 15.404-1(d), the Government will conduct a cost realism analysis by independently reviewing and evaluating specific elements of each Offeror’s proposed cost estimate to determine whether the proposed cost elements are realistic for the work to be performed; reflect a clear understanding of the requirements; and are consistent with the unique methods of performance and materials described in the Offeror’s technical proposal. The total cost of all GTAs will be added to the Offeror’s Total Evaluated Cost for proposal evaluation purposes only. The Government will derive a probable cost, which is determined by adjusting each Offeror’s proposed cost, and fee when appropriate, to reflect any additions or reductions in cost elements to realistic levels based on the results of the cost realism analyses performed. In addition, the probable cost will include any FAR-mandated adjustments such as those required to comply with the Buy American Act and to adjust for potentially unfair competitive advantages that may result from a contractor possessing Government property.

The probable cost may differ from the proposed cost and will reflect the Government’s best estimate of each Offeror’s proposal based on the Offeror’s technical approach. The probable cost shall be used for the purposes of evaluation to determine the best value. Offerors should refer to FAR 2.101(b) for a definition of “cost realism” and to FAR 15.404-1(d) for a description of “probable cost”. The results of the analyses do not provide a basis for an upward price adjustment after award.

The Total Evaluated Cost (which may reflect a probable cost adjustment) from the Cost Factor Volume takes precedence over the Offeror’s proposed cost and the Total Evaluated Cost will be used by Source Selection Authority (SSA) in making the source selection decision. The Total Evaluated Cost will be the sum of the base period, options, and proposed Fee and will include any probable cost adjustments.

In addition, the Government will evaluate the:

1. Offeror’s proposed costs found in the templates – and review all Prime and Subcontractor rates for reasonableness and consistency.

Section M - Evaluation Factors for Award

2. Adequacy of the accounting system as determined by the cognizant administrative office for accumulating and reporting incurred costs.

3. Financial Capability

4. The procedure in 1815.305-71(a) applies when the number of proposals equals the number of awards contemplated or when only one acceptable proposal is received.

5. A proposal may be rejected, at any time during the Government’s evaluation, if the CO determines in writing that it is unreasonable as to cost.

(End of provision)