01 Sections A-M Amendment 001.docx

CAPSTONE 80KSC020R0003

Amendment 001 Table of Content

G.1 NFS 1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT

H.3 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)

L.8 KSC 52.214-90 DELIVERY INSTRUCTIONS FOR BIDS / PROPOSALS

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 NFS 1852.216-78 FIRM FIXED PRICE (DEC 1988)

The total firm fixed price of this contract is $_____________________.

(End of Clause)

B.2 PERIOD OF PERFORMANCE

The period of performance of this contract is as follows:

February 28, 2020 through July 31, 2021 A launch date shall be TBP in the Launch Period between December 7, 2020 and March 31, 2021.

(End of Clause)

B.3 SUPPLIES AND/OR SERVICES TO BE PROVIDED

Contractor shall provide all resources necessary to deliver and perform in accordance with the Statement of Work and documents attachments hereto.

TOTAL PRICE

TOTAL CONTRACT PRICE

$TBP

(End of Clause)

[END OF SECTION]

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 SCOPE OF WORK

The Contractor shall performed in accordance to Attachment A, Statement of Work for CAPSTONE.

(End of Clause)

C.2 CONTRACT DATA REQUIREMENTS LIST (CDRL)

(a) The Contractor shall furnish all data identified and described in Attachment B, "Contract Data Requirements List".

(b) The Government reserves the right to reasonably defer the date of delivery of any or all items of data specified in the CDRL within the period of performance. Such right may be exercised at no increase in the contract amount.

(c) To the extent that data required to be furnished by other provisions of this contract are also identified and described in the CDRL, compliance with the CDRL shall be accepted as compliance with such other provisions. In the event of conflict between the identity and description of data called for by specific provisions of this contract and the CDRL, the CDRL shall control the data to be furnished.

(d) Nothing contained in this Contract Data Requirements List clause shall relieve the Contractor from furnishing data called for by, or under the authority of, other parts of this contract which are not identified and described in the CDRL attached to this contract.

(End of Clause)

[END OF SECTION]

SECTION D - PACKAGING AND MARKING

No Clauses apply.

[END OF SECTION]

SECTION E - INSPECTION AND ACCEPTANCE

No Clauses apply.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION (48 CFR CHAPER 1) CLAUSES:

FAR 52.242-15 Stop-Work Order (AUG 1989) (End of Clause)

F.2 PLACE OF PERFORMANCE

The Contractor's facility and the appropriate launch sites, as determined by the proposed solution and implemented in the resultant contract.

(End of Clause)

[END OF SECTION]

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 NFS 1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT

(APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

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

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

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

(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.

(End of Clause)

G.2 MILESTONE PAYMENTS, EVENTS AND COMPLETION CRITERIA

(a) Upon successful completion of a milestone event and submission of a properly certified invoice, the Contractor may request commercial interim payments. The commercial interim payments will be paid in accordance with the payment schedule shown in Table G-2, Launch Service Milestone Payment Schedule and based on the milestone events identified in the Attachment C, Milestone Deliverable Descriptions and Requirements.

(b) Commercial interim payments are contract financing payments that are not payment for accepted items. Commercial interim payments are fully recoverable, in the same manner as progress payments, in the event of default. Commercial interim payments are contract financing payments and, therefore, are not subject to the interest-penalty provisions of prompt payment. However, these payments shall be made in accordance with the Agency's policy for prompt payment of contract financing payments.

(c) Scheduled dates in Table G-2 are tentative and represent invoice submission dates. Payment schedules may be deferred or canceled by the Government if the Contractor fails to make substantial progress in accomplishing the milestone events in Attachment C, Milestone Deliverable Descriptions and Requirements. Payments falling due in the first quarter of each fiscal year (October - December) shall be paid promptly to the maximum extent practicable, but shall not be considered late until January 31st of the following calendar year. In the event the Contractor completes a milestone ahead of the milestone completion date, the Contractor may submit a proper invoice and the Government will consider on a case-by-case basis, the early payment of the milestone.

(d) The Contractor agrees in the event of a termination of this contract pursuant to contract Section H.4, Advance Understanding Regarding Termination Settlement Under FAR Clause 52.212-4(l), the Government shall not be obligated in any event to pay or reimburse the Contractor any amount in excess of the amount already obligated to the contract. The Contractor shall not be obligated to continue performance of the work beyond such point.

(e) The Contracting Officer will unilaterally determine the Contractor’s accomplishment and successful completion of each milestone event. The Contracting Officer’s determination of milestone event completion will include, but is not limited to, the accomplishment criteria listed for the major milestone events set forth in the SOW. In addition, the Contracting Officer will determine if the following are complete for each payment requested: all Contract Data Requirements List (CDRL) data item deliverables for which delivery is required prior to the requested payment and all previous events have been met. Approval of the final payment will be made in accordance with contract requirements of the SOW.

If modifications are issued against this contract, Table G-2, Launch Service Milestone Payment Schedule below will be adjusted as necessary to reflect the actions required by those contract modifications.

Table G-2, Launch Service Milestone Payment Schedule Launch Service Milestone Payment #

After Milestone

Termination for Convenience of the Government Repayment Schedule Percentage (%) of Cumulative Payments Made to Date to be Returned to Government (after the milestone)

Core Stage Engine(s) Qualification Testing Complete

Contractor Signed Baseline ICD and Verification Matrix

TLI Stage Propulsion Qualification Testing Complete

LVRR

Launch

*Alternate payment schedules may be proposed. If alternate payment schedule is proposed, rationale for deviations shall be included. This represents a generic scenario with 10 months from ATP to the Capstone launch, and a launch vehicle that requires a Contractor proposed engine and a stage qualification being completed after award. Longer periods of performance should consider the earliest dates possible for the ICD and CDR. Offerors should propose an update, including earlier L minus dates for the ICD and CDR dates, if the period of performance is greater than 10 months. The Offeror should propose a launch vehicle manufacturing (i.e. engines, stages, avionics) or flight propulsion acceptance test milestone if any of the listed propulsion milestones have been completed.

NOTE: The Contracting Officer will either approve the final payment (Launch + 1 month) within thirty (30) days after receipt of the Final Flight Report, Attachment B, Contract Data Requirements List, CAPSTONE-6, or withhold the final payment in accordance with the requirements of Attachment C, Milestone Deliverable Descriptions and Requirements, “Mission Success Criteria.” The final payment (Launch + 1 month) shall not be made in event of a failed mission determination. In the event of a failed mission, the final payment shall be forfeited by the Contractor and is not recoupable.

(End of Clause)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:

None Incorporated by Reference

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

NFS 1852.223-75 Major Breach of Safety or Security (FEB 2002); Alternate I

(FEB 2006)

NFS 1852.228-78 Cross-Waiver of Liability for Science or space Exploration Activities Unrelated to the International Space Station (OCT 2012)

(End of Clause)

H.2 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

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

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

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

(End of Clause)

H.3 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)

(MAR 1989)

(a) Of the total price of items, the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract as required by the schedule in contract Section G.2, Milestone Payments, Events and Completion Criteria, until the total price of said CLINs is allotted.

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to Section I, FAR 52.212-4(l) “Termination for the Government’s Convenience” of this contract, the total amount payable by the Government would equal the amount retained by the Contractor pursuant to Section G.2 and Table G-2. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in Contract Section I, “Termination for the Government’s Convenience” notwithstanding.

(c)

(1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until [TBD].

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to contract Section I, FAR 52.212-4(l) “Termination for the Government’s Convenience” of this contract, the total amount payable by the Government would equal the amount retained by the Contractor pursuant to contract Section G.2 and Table G-2.

(3)

(i) The notice shall state the estimate when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Section I, “Termination for the Government’s Convenience” clause.

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e) If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a) of this clause. This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to contract Section I, “Termination for the Government’s Convenience” of this contract.

(End of Clause) H.4 ADVANCE UNDERSTANDING REGARDING TERMINATION SETTLEMENT UNDER FAR 52.212-4 Contract Terms and Conditions- Commercial Items (OCT 2018) Section (l)

(a) In the event the Government decides to exercise its right to terminate all or part of this contract under Section I, FAR 52.212-4 (l), “Termination for the Government’s convenience”, it is agreed in advance that the Contractor, after receipt of a written notice of termination, will have satisfied all obligations and discharged all duties required by Section I, FAR 52.212-4(l), “Termination for the Government’s convenience”, when the Contractor has refunded that portion of the milestone-based payment(s) for each launch service affected by the termination, in accordance with Table G-2, Launch Service Milestone Payment Schedule.

(b) The parties agree that by virtue of the refund specified in Table G-2, any and all claims for equitable adjustment as a result of the termination are fully satisfied and discharged. The parties agree that this settlement represents fair compensation for Contractor effort accomplished for the terminated portions of the contract and that the terms as stated herein represent full and final settlement between the parties. The parties agree that the Contractor shall retain title to all hardware associated with the terminated launch service. The parties agree that the above settlement shall represent the total amount to be paid to the Contractor without agreeing on or segregating the particular elements of costs or profits comprising this amount. The refund amount shall be payable in full no later than thirty (30) days after receipt of the written notice of termination. Delinquent payment(s) shall be subject to interest at the applicable rate as determined by the Secretary of the Treasury.

(c) The provisions of this Contract clause shall only apply from Award until the point of intentional ignition of the launch vehicle. The provision of this Contract clause shall in no way be deemed to limit the rights of the Government under Section I, FAR 52.212-4(m), “Termination for Cause.” In the event the Government exercises its rights under FAR 52.212-4(m), “Termination for Cause,” the provisions of this contract clause will not apply.

(End of Clause)

H.5 LICENSES, PERMITS, AND INSURANCE FOR A LAUNCH SERVICE OPERATOR

(a) The Contractor shall obtain and maintain the necessary licenses, permits and clearances that may be required by the Department of Transportation, Department of Commerce, Department of Defense, NASA, or other Governmental agencies in order to provide launch services under this contract. A Federal Aviation Administration commercial launch license is required under this contract. All costs and fees associated with obtaining licenses, permits and clearances shall be included in the CAPSTONE launch service price. Approvals required by the payload are the responsibility of NASA.

(b) In accordance with 51 U.S.C. § 50914, the Contractor shall obtain liability insurance or demonstrate financial responsibility in amounts to compensate for the maximum probable loss from claims by: (1) a third party for death, bodily injury, or property damage or loss arising in connection with the covered launch activities under this contract; and (2) the United States Government against a person for damage or loss to Government property arising in connection with the covered launch activities under this contract. The Contractor shall provide the NASA Contracting Officer a copy of the Maximum Probable Loss (MPL) determination and certificate of such insurance once it has been obtained.

The foregoing insurance requirement does not preclude the Contractor from acquiring or continuing in effect any additional insurance to protect the interests of the Contractor or its Related Parties, such as Commercial General Liability coverage.

(End of Clause)

H.6 COMPLIANCE WITH SAFETY AND OCCUPATIONAL HEALTH STANDARDS

The Contractor shall comply with all Federal, State, and local laws, and the Contractor’s commercial practices applicable to safety and occupational health and with the safety and occupational health standards, specifications, reporting requirements, and any other relevant requirements of this contract. The Contractor shall comply with all applicable Department of Transportation and Federal Aviation Administration regulations and policies necessary to obtain a commercial launch license. The Contractor shall comply with the applicable launch site or launch range safety requirements.

(End of clause)

H.7 USE OF GOVERNMENT PROPERTY, FACILITIES, AND ASSETS

(a) The Contractor shall obtain and maintain any necessary agreements, separate from this contract, between the Contractor and any Government Agency authorizing the use of Government property, facilities, and assets accountable to those agencies, or services provided by those agencies the Contractor may wish to utilize in performance of this contract.

(b) The Government makes no warranty whatsoever as to the suitability for use of Government property, facilities and other assets made available under the terms and conditions of any Government use agreements or contracts. Any costs necessary to use, maintain, restore, refurbish, and/or replace any assets, for use under this contract, shall result in no increase in the price of this contract.

(c) The Contractor is responsible for determining the suitability for use of all materials, property, and facilities acquired or made available to the Contractor by the Government under any contract agreement. Any use of Government-Furnished Property (GFP), materials, or facilities and services shall not relieve the Contractor of full launch service performance responsibility.

(End of Clause)

H.8 ADJUSTMENTS TO LAUNCH SCHEDULE

H.8.1 NASA or the Contractor will give written notice of any desired change in the launch date within the Launch Period defined in section B-2 as soon as possible. In the case of a request for postponement of the launch date by NASA or the Contractor, the Contractor or NASA will propose a new launch date. Within one week of receipt of the written request of a launch schedule adjustment, the Contractor or NASA will inform NASA or the Contractor whether a launch opportunity exists as requested or will propose an alternatively available launch date. NASA or the Contractor will work to provide written agreement within seven (7) days following receipt of the Contractor’s or NASA’s proposition, and will work together to resolve Range conflicts.

If the Contractor or NASA requests a postponement of the launch date and NASA or Contractor cannot meet the requested launch date, the counteroffer becomes a new request for postponement of the launch date.

If a request is made at or before L-60, and the requested date remains inside of the Launch Period defined in section B-2, the Parties agree to no penalties to either party. If a request for delay is made by either party after L-60, each party shall have a total of 7 cumulative grace days, where no penalties apply, available for requests for launch delay.

If the Contractor or NASA requests a postponement of the launch date beyond any of Contractor’s or NASA’s remaining grace days, or the request is outside of the Launch Period defined in section B-2 but no later than June 30, 2021, the Parties agree to the following:

In lieu of 52.212-4(m), “Termination for Cause”, and in place of actual damages, and as fixed, agreed, and liquidated damages, the price of the launch service shall be reduced/increased by $TBP, for each requested 30 calendar day period, or part thereof, of delay. In this event, NASA or the Contractor shall have the right of approval of the revised launch date prior to its implementation.

A grace day is defined as the number of days the Contractor/NASA may delay the launch date, without incurring liquidated damages/postponement fees.

Each postponement request by the Contractor or NASA to the extent it postpones the launch date to no later than June 30, 2021, and that is not the result of paragraph H.8.2 herein is subject to the liquidated damages defined above.

H.8.2 NASA or the Contractor will not be charged with postponement fees/liquidated damages when the delay in delivery or performance arises solely out of causes beyond the control of NASA or the Contractor and not due to the fault or negligence of NASA or the Contractor. These are considered no fault delays. Such causes include, but are not limited to the following:

Delays resulting from payload or launch vehicle launch day mission rules/constraints documented in the Contractor’s countdown procedure/process, FAA launch day constraints, range launch constraints, range mandatory hold requirements, acts of God, acts (including delay or failure to act) of any Governmental authority (De Jure or De Facto), wars (declared or undeclared), riots, revolution, hijacking, fires, freight embargoes, sabotage, epidemics, strikes and interruptions of essential services such as electricity, natural gases, fuels and water, or any condition which jeopardizes the safety of the employees of the Contractor, NASA, or its subcontractors.

H.8.3 If the Contractor requests a postponement of the launch date later than June 30, 2021, the Parties agree that NASA has the right to the following “Termination for Convenience,” 52.212-4(l) in lieu of 52.212-4(m), “Termination for Cause,” and in place of actual damages, and as fixed, agreed, and liquidated damages, the price of the launch service shall be reduced by $TBP in addition to any delay fees paid via section H.8.1.

If NASA requests a postponement of the launch date later than June 30, 2021, in place of actual damages, and as fixed, agreed, and liquidated damages, the price of the launch service shall be increased by $TBP, for each day request of delay up until the end of a newly established period of performance in addition to any delay fees paid via section H.8.1. In this event, Contractor shall have the right of approval of the revised launch date prior to its implementation. Upon Contractor approval, a total of 7 new grace days will be established for each NASA and the Contractor. After the grace days are expended, any additional delay by either party will be subject to negotiation. A grace day is defined as the number of days the Contractor/NASA may delay the launch date, without incurring liquidated damages/postponement fees.

Each postponement request by the Contractor or NASA to the extent it postpones the launch date later than June 30, 2021, and that is not the result of paragraph H.8.2 herein is subject to the liquidated damages defined above.

(End of Clause)

[END OF SECTION]

SECTION I - CONTRACT CLAUSES

I-1 FAR 52.252-2 CLAUSES Incorporated by Reference. (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

For Federal Acquisition Regulation (FAR) clauses, see https://www.acquisition.gov/browse/index/far For NASA Far Supplement (NFS) clauses, see http://www.hq.nasa.gov/office/procurement/regs/nfs.pdf

(End of Clause) The following contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:

(OCT 2010)

(DEC 2014)

LIMITED RIGHTS NOTICE (DEC 2007)

(a) These data are submitted with limited rights under Government Contract No. TBD (and subcontract , if appropriate). These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure:

(i) Use (except for manufacture) by support service contractors.

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

(AUG 2014)

I.2 FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Oct 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

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

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)

(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)

(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the Offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Jan 2011) of 52.219-4.

__ (13) [Reserved] __ (14)

(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C.644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (15)

(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

__ (ii) Alternate I (Oct 1995) of 52.219-7.

__ (iii) Alternate II (Mar 2004) of 52.219-7.

X (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

X (17)

(i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4)) __ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Aug 2018) of 52.219-9 __ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

X (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C.637(a)(14)).

X (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2019) (15 U.S.C. 657f).

X (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O.11755).

X (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Oct 2019) (E.O.13126).

X (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (28)

(i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

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

X (29)

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

__ (ii) Alternate I (July 2014) of 52.222-35.

X (30)

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

__ (ii) Alternate I (July 2014) of 52.222-36.

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

X (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (33)

(i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627).

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

X (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)

(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun2016) (E.O. 13693).

__ (38)

(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (39)

(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (41)

(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

X (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

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

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

__ (45)

(i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

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

__ (46) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

__ (47)

(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (48) 52.225-5, Trade Agreements (Oct 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.4505, 10 U.S.C.2307(f)).

__ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C.4505, 10 U.S.C.2307(f)).

__ (55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct 2018) (31 U.S.C. 3332).

__ (56) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C.3332).

__ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C.3332).

__ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).

X (60)

(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

__ (iii) Alternate II (Feb 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] __ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

__ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).

__ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

__ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

__ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706).

__ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

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

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

(viii) 52.222-26, Equal Opportunity (Sept 2015) (E.O.11246).

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

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

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

(xii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(xiv)

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

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

(xv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(xvi) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(xvii) 52.222-54, Employment Eligibility Verification (Oct…