SMASS IV RFP 80KSC022R0010 Amendment 0001 Tracked Changes.docx

SMASS IV 80KSC022R0010 SECTION M

TABLE OF CONTENTS

SUPPLIES OR SERVICES AND PRICES/COSTS

SERVICES TO BE PROVIDED

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to perform the requirements set forth in Section C, Attachment J-01, Performance Work Statement, and as specified in the contract.

(End of clause)

ESTIMATED CONTRACT VALUE

The total estimated contract value is shown in Attachment J-04, Contract Section B Tables, and is comprised of the Fixed Price Level of Effort (LOE) value and the associated Non-Proposed Other Direct Costs (ODCs) for the base period and any exercised option periods.

(End of clause)

FIXED PRICE LEVEL OF EFFORT

(a) SMASS IV includes Fixed Price (FP) Level of Effort (LOE) values to support requirements in Attachment J-01, Performance Work Statement, sections 3 and 4. Flex hours (see paragraph (e) and the clause at section G.5) can be added at any time during contract implementation as new requirements within scope or increased work volume exceeds the Base LOE hours, with Government approval.

(b) The Contractor is obligated to provide the Total LOE Hours specified in Attachment J-04, Contract Section B Tables. If the Contractor provides less than the total labor hours specified in Attachment J-04, Contract Section B Tables, at the expiration of the contract period, even when the Contractor has otherwise satisfactorily performed the contract requirements, the Contracting Officer will unilaterally make a downward adjustment to the contract value. The Contracting Officer may, pursuant to the Changes clause, revise Attachment J-04, Contract Section B Tables, to decrease the Base LOE Hours during contract performance. The contract value will be adjusted to reflect changes utilizing the fully-burdened, firm-fixed-price labor rates in Attachment J-03, LOE Firm Fixed Price Labor Rates.

(c) Labor hours are those productive hours expended by Contractor or subcontractor personnel performing work under this contact that are charged as direct labor under the Contractor’s established accounting policy and procedures. The term labor hours does not include nonproductive hours such as sick leave, vacation leave, or any type of administrative leave, but does include direct labor hours provided under subcontracts.

(d) All LOE hours shall be priced in accordance with the rates in Attachment J-03, LOE Firm Fixed Price Labor Rates. The firm-fixed-price labor rates in Attachment J-03, LOE Firm Fixed Price Labor Rates, include all compensation (wages and fringe benefits); general and administrative, overhead, and any other indirect costs as applicable; and profit. Except as provided under FAR 52.222-43 Fair Labor Standards Act and Service Contract Labor Standards–Price Adjustment (Multiple Year and Option Contracts), no future adjustments to the fully burdened, firm-fixed-price labor rates in Attachment J-03, LOE Firm Fixed Price Labor Rates, will be made as a result of changes to the Base LOE Hours or the exercise of flex hours.

(e) The Government may exercise flex hours by determined labor classification(s) and the coinciding labor rate in any quantity, not to exceed the hours and value in Attachment J-04, Contract Section B Tables. When flex hours are ordered Attachment J-04, Contract Section B Tables will be amended to reflect the ordered flex hours and the associated estimated price and Attachment J-04, Contract Section B Tables, will be amended to reflect total ordered hours for the contract. No future adjustments to the contract value will be made based on the non-exercise of flex hours.

(f) The process to exercise ‘Flex’ hours is described in clause G.5, Flex Hours Ordering Procedures.

(End of clause) NON-PROPOSED OTHER DIRECT COSTS (ODCs) VALUES

(a) The Non-proposed costs displayed in Section B Table B.2, Estimated Contract Value are the Government’s best estimate of the actual ODCs that may be incurred on the contract. The Contracting Officer will annually update this table during contract administration to reflect the Government’s actual ODCs incurred.

(b) The Government will only reimburse the Contractor for the actual direct allowable and allocable costs the Contractor incurs for these ODCs. The Government will not reimburse the Contractor under these estimates for any profit. or indirect loads.

(c) Non-proposed costs are limited to Government-directed travel, Government-directed training, and any other Government-directed ODC purchases.

(End of clause)

SMASS IV 80KSC022R0010 AMENDMENT 0001 SECTION B

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

SCOPE OF WORK

The Contractor shall provide all personnel, materials, equipment, and facilities (except as otherwise provided for in this contract) necessary to perform those functions set forth in Attachment J-01, Performance Work Statement (PWS).

(End of clause)

DATA REQUIREMENTS LIST

(a) The Contractor shall furnish all data identified and described in Attachment J-02, Appendix 1, Data Requirements List (DRL), and all costs associated therewith are included in the price of the contract.

(b) The Government reserves the right to delay the date of delivery of any or all Data Requirements Documents (DRDs) specified in the DRL and such right may be exercised at no increase in the contract price. The Government also reserves the right to terminate the requirement for any or all DRDs specified in the DRL. In the event the Government exercises this latter right, it will decrease the contract price in accordance with the Changes Clause.

(c) To the extent that data required to be delivered under a DRL/DRD is also required to be delivered under another clause of the contract, the requirements established by both the DRL/DRD and such other contract clause shall apply. In the event of a conflict between the data requirements of the DRL/DRD and another contract clause, the contract clause shall take precedence.

(d) Nothing contained in this clause shall relieve the Contractor from delivering data that is not identified and described in the DRL/DRD, but required under another clause of the contract.

SMASS IV 80KSC022R0010 AMENDMENT 0001 SECTION C

PACKAGING AND MARKING

CLAUSES INCORPORATED BY REFERENCE

In accordance with FAR 52.252-2, Clauses Incorporated by Reference, the following clauses are incorporated by reference:

(End of clauses)

SMASS IV 80KSC022R0010 AMENDMENT 0001 SECTION D

INSPECTION AND ACCEPTANCE

CLAUSES INCORPORATED BY REFERENCE

In accordance with FAR 52.252-2, Clauses Incorporated by Reference, the following clauses are incorporated by reference:

Paragraph (a) fill-in: AS9100 (latest revision), Quality Management Systems - Requirements for Aviation Space and Defense Organizations

NFS 1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS (OCT 1988)

In accordance with the inspection clause of this contract, the Government intends to perform the following functions at the locations indicated: Inspection and acceptance of all work shall be performed at National Aeronautics and Space Administration (NASA) Kennedy Space Center (KSC), NASA facilities on Cape Canaveral Space Force Station (CCSFS), and other Government centers, facilities, or sites where performance or delivery of work under this contract is required.

(End of clause)

SMASS IV 80KSC022R0010 AMENDMENT 0001 SECTION E

DELIVERIES OR PERFORMANCE

CLAUSES INCORPORATED BY REFERENCE

In accordance with FAR 52.252-2, Clauses Incorporated by Reference, the following clauses are incorporated by reference:

PERIOD OF PERFORMANCE

(a) This contract provides for a 20-month base period, followed by a 24-month option period, and a 16-month month option period, for a total potential period of performance of 60 months as reflected below:

Base period: February 1, 2023, through September 30, 2024 Option 1: October 1, 2024, through September 30, 2026 Option 2: October 1, 2026, through January 31, 2028

(b) The dates reflected above are subject to change and are based on the assumption that the successful offeror will commence performance under this contract on February 1, 2023. If the Government revises the contract start date or suspends performance prior to contract start, then the period of performance will be adjusted by the number of calendar days that performance was revised or delayed, except to the extent that the delay in performance results from the failure of the Contractor to execute the contract. Unless otherwise directed by the contracting officer, nothing in this clause shall relieve the Contractor from commencement of performance under this contract on February 1, 2023, nor shall the potential period of performance of this contract exceed five years, except as permitted under FAR 52.217-8, Option to Extend Services.

(End of clause)

PLACE OF PERFORMANCE

Services identified in Attachment J-01, Performance Work Statement, shall be performed at NASA KSC, other NASA centers and facilities, and at other Government centers, facilities, or sites where performance is required.

(End of clause)

SMASS IV 80KSC022R0010 AMENDMENT 0001 SECTION F

CONTRACT ADMINISTRATION DATA

NFS 1852.232-80 SUBMISSION OF VOUCHERS/VOUCHERS 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 l-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 requests. 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)

NFS 1852.245-71 INSTALLATION–ACCOUNTABLE GOVERNMENT PROPERTY (JUN 2018)

(a) The Government property described in paragraph (c) of this clause may be made available to the Contractor on a no-charge basis for use in performance of this contract. This property shall be utilized only within the physical confines of the NASA installation that provided the property unless authorized by the Contracting Officer under (b)(1)(iv). Under this clause, the Government retains accountability for, and title to, the property, and the Contractor shall comply with the following:

NPR 4100.1, NASA Supply Support and Material Management.

NPR 4200.1, NASA Equipment Management Procedural Requirements.

NPR 4300.1, NASA Personal Property Disposal Procedural Requirements.

KNPR 4000.1, Supply and Equipment Program Manual.

Procedural Requirements: Property not recorded in NASA property systems must be managed in accordance with the requirements of the clause at FAR 52.245-1, as incorporated in this contract.

The Contractor shall establish and adhere to a system of written procedures to assure continued, effective management control and compliance with these user responsibilities. In accordance with FAR 52.245-1(h)(1) the Contractor shall be liable for property lost, damaged, destroyed or stolen by the Contractor or their employees when determined responsible by a NASA Property Survey Board, in accordance with the NASA guidance in this clause.

(b)

(1) The official accountable recordkeeping, financial control, and reporting of the property subject to this clause shall be retained by the Government and accomplished within NASA management information systems prescribed by the installation Supply and Equipment Management Officer (SEMO) and Financial Management Officer. If this contract provides for the Contractor to acquire property, title to which will vest in the Government, the following additional procedures apply:

(i) The Contractor’s purchase order shall require the vendor to deliver the property to the installation central receiving area.

(ii) The Contractor shall furnish a copy of each purchase order, prior to delivery by the vendor, to the installation central receiving area.

(iii) The Contractor shall establish a record for Government titled property as required by FAR 52.245-1, as incorporated in this contract, and shall maintain that record until accountability is accepted by the Government.

(iv) Contractor use of Government property at an off-site location and off-site subcontractor use requires advance approval of the Contracting Officer and notification of the Industrial Property Officer. The property shall be considered Government furnished and the Contractor shall assume accountability and financial reporting responsibility. The Contractor shall establish records and property control procedures and maintain the property in accordance with the requirements of FAR 52.245-1, Government Property (as incorporated in this contract), until its return to the installation. NASA Procedural Requirements related to property loans shall not apply to off-site use of property by Contractors.

(2) After transfer of accountability to the Government, the Contractor shall continue to maintain such internal records as are necessary to execute the user responsibilities identified in paragraph (a) of this clause and document the acquisition, billing, and disposition of the property. These records and supporting documentation shall be made available, upon request, to the SEMO and any other authorized representatives of the Contracting Officer.

(c) The following property and services are provided if checked:

(1) [X] Office space, work area space, and utilities. Government telephones are available for official purposes only.

(2) [X] Office furniture.

(3) [X] Property listed in: Not applicable.

(i) If the Contractor acquires property, title to which vests in the Government pursuant to other provisions of this contract, this property also shall become accountable to the Government upon its entry into Government records.

(ii) The Contractor shall not bring to the installation for use under this contract any property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer’s prior written approval.

(4) [X] Supplies from stores stock.

(5) [X] Publications and blank forms stocked by the installation.

(6) [X] Safety and fire protection for Contractor personnel and facilities.

(7) [ ] Installation service facilities: None.

(8) [X] Medical treatment of a first-aid nature for Contractor personnel injuries or illnesses sustained during on-site duty.

(9) [X] Cafeteria privileges for Contractor employees during normal operating hours.

(10) [X] Building maintenance for facilities occupied by Contractor personnel.

(11) [X] Moving and hauling for office moves, movement of large equipment, and delivery of supplies. Moving services may be provided on-site, as approved by the Contracting Officer.

(End of clause)

NFS 1852.245-82 OCCUPANCY MANAGEMENT REQUIREMENTS (SEPT 2017)

(a) In addition to the requirements of the clause at FAR 52.245-1, Government Property, as included in this contract, the Contractor shall comply with the following in performance of work in and around Government real property:

(1) NPD 8800.14, Policy for Real Estate Management.

(2) NPR 8831.2, Facilities Maintenance and Operations Management.

(3) KNPR 8830.1, Facilities and Real Property Management Procedural Requirements.

(b) The Contractor shall obtain the written approval of the Contracting Officer before installing or removing Contractor-owned property onto or into any Government real property or when movement of Contractor-owned property may damage or destroy Government-owned property. The Contractor shall restore damaged property to its original condition at the Contractor’s expense.

(c) The Contractor shall not acquire, construct or install any fixed improvement or structural alterations in Government buildings or other real property without the advance, written approval of the Contracting Officer. Fixed improvement or structural alterations, as used herein, means any alteration or improvement in the nature of the building or other real property that, after completion, cannot be removed without substantial loss of value or damage to the premises. Title to such property shall vest in the Government.

(d) The Contractor shall report any real property or any portion thereof when it is no longer required for performance under the contract, as directed by the Contracting Officer.

(End of clause)

PAYMENT AND SUBMISSION OF INVOICES

The Contractor shall prepare invoices in accordance with NFS 1852.252-80, Submission of Vouchers/Invoices for Payment, and the following:

(a) The Contractor shall prepare invoices in accordance with the Prompt Payment Act, U.S.C. § 3903(a), and OMB Circular A-125, Prompt Payment, and submitted on a monthly basis, no later than the 10th calendar day of the following month. The Contractor shall submit accurate invoices. The Government will reject any invoice in which it identifies a discrepancy.

(b) At a minimum, the following information shall be included with all invoices:

(1) Contractor name and address

(2) Contract number

(3) Invoice number and date

(4) Invoice period of performance

(5) Price per clin (current and cumulative)

(6) Description of services

(7) Period actual labor dollars per reporting category/labor category

(8) Period actual travel, training and ODC dollars by reporting category

(9) Period actual hours per reporting category/labor category

(c) The Contractor shall invoice the Government for the actual labor hours performed and actual non-proposed ODCs incurred during the month for which the Contractor is preparing the invoice. Non-proposed costs are limited to Government-directed travel, Government-directed training, and any other Government-directed ODC purchases. The Contractor shall provide any documentation the Government requests to verify the accuracy of the invoice.

(End of clause)

FLEX HOURS ORDERING PROCEDURE

(a) The Contracting Officer may unilaterally exercise flex hours, providing specific authorization or direction to the Contractor to perform work within the scope of the contract.

(b) In the event the Contracting Officer exercises flex hours pursuant to this subparagraph, the Contract Schedule will be amended. The price of exercising the hours will be determined by multiplying the amount of flex hours required by the Government by the firm fixed price labor rate per labor category as identified in Attachment J-03, LOE Firm Fixed Price Labor Rates.

SMASS IV 80KSC022R0010 AMENDMENT 0001 SECTION G

SPECIAL CONTRACT REQUIREMENTS

CLAUSES INCORPORATED BY REFERENCE

In accordance with FAR 52.252-2, Clauses Incorporated by Reference, the following clauses are incorporated by reference:

NFS 1852.209-71 LIMITATION OF FUTURE CONTRACTING (DEC 1988)

(a) The Contracting Officer has determined that this acquisition may give rise to a potential organizational conflict of interest. Accordingly, the attention of prospective offerors is invited to FAR Subpart 9.5, Organizational Conflicts of Interest.

(b) The nature of this conflict is the existence of conflicting roles that might bias the Contractor's judgment (i.e., impaired objectivity) and an unfair competitive advantage (i.e., unequal access to information). These conflicts may arise in the Contractor’s participation in the review, assessment, inspection, and evaluation of work performed by other engineering or services contracts in support of NASA programs and projects.

(c) The restrictions upon future contracting are as follows:

(1) If the SMASS IV prime Contractor or any of its subcontractor(s), under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work that are to be incorporated into a solicitation, the prime Contractor and its subcontractor(s) shall be ineligible to perform the work described in that solicitation as a prime or subcontractor under an ensuing NASA contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid the organizational conflict of interest (this time shall in no case be less than the duration of the contract for which the specification or statement of work was developed). NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

(2) If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to participate in the review, assessment, inspection, or evaluation of work performed by other engineering or services Contractors in support of NASA programs and projects, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or subcontractor under an ensuing NASA contract. Based on the OCIs presented by the following contracts, prime Contractors on the following identified contracts are ineligible to perform as an SMASS IV prime or subcontractor.

(i) KSC Test and Operations Support Contract or successor contracts;

(ii) NASA Launch Services II contracts or successor contracts; and

(iii) Commercial Crew Transportation Capability contracts or successor contracts

(iv) KSC Facility Engineering Support Services III Contract or successor contract

(3) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with those other companies.

(d) The Contractor shall include the substance of this clause, including this paragraph, in all subcontracts under this contract.

(End of clause)

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 John F. Kennedy Space Center, where the foreign person will have access to export-controlled technical data or software.

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

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

(End of clause)

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

(a) Of the total price of all exercised items in the contract schedule, the sum of see Attachment J-05, Contract Funding Table, 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 in accordance with the following schedule, until the total price of said items is allotted: see Attachment J-05, Contract Funding Table.

(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 the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. 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 the Termination for Convenience of the Government clause notwithstanding.

(c)

(1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until see Attachment J-05, Contract Funding Table.

(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 the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(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 Termination for Convenience of the Government 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 the Termination for Convenience of the Government clause of this contract.

(End of clause)

NFS 1852.235-71 KEY PERSONNEL AND FACILITIES (MAR 1989)

(a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall:

(1) Notify the Contracting Officer reasonably in advance and

(2) Submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(b) The Contractor shall make no diversion without the Contracting Officer’s written consent; provided, that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer’s consent required by this clause.

(c) The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities.

Personnel and/or facilities considered essential: see Attachment J-07, Key Personnel and Key Position Minimum Qualifications. Note: Key personnel will be identified in Attachment J-07, Key Personnel and Key Position Minimum Qualifications when key positions are filled.

(End of clause)

KSC 52.223-121 REPORTING OF INCIDENTS INVOLVING WORKPLACE VIOLENCE (JUL 2018)

The Contractor shall conduct training on and develop procedures for recognizing, managing and responding to incidents and threats of workplace violence as defined in NASA Policy Directive (NPD) 1600.3 Policy on Prevention of and Response to Workplace Violence. Contractors shall also promptly report all incidents involving workplace violence to the Protective Services Office. If the NASA Threat Assessment Team (TAT) Chair and Co-Chair determine it is appropriate for the Contractor to participate in a TAT meeting, the Contractor shall comply with the TAT request. The Contractor is also responsible for reporting disposition of the incident reported to the NASA TAT.

This requirement shall flow down to the subcontractors, however the subcontractors shall report up through the prime Contractor.

(End of Clause)

KSC 52.242-90 CONTROLS APPLICABLE TO CONTRACTOR'S ACTIVITIES (JUL 2018)

The Contractor shall comply with the publications listed below, and subsequent revision thereof, that the Contracting Officer has indicated as being incorporated in this contract by reference. These publications prescribe regulatory and procedural criteria which are applicable to this contract. The Contractor shall promptly take corrective action upon notice of noncompliance from the Contracting Officer or his/her authorized representative(s) with any provision of the publications listed below.

The Contractor shall comply with the following publication, which can be found at https://nodis3.gsfc.nasa.gov/displayDir.cfm?t=NPR&c=1600&s=4A: NPR 1600.4A, Identity and Credential Management The Contractor shall comply with the following publications and those publications checked as applicable below. These documents can be found at http://procurement.ksc.nasa.gov/PPD/documents:

KNPR 8715.2 Comprehensive Emergency Management Plan (CEMP) KNPR 1600.1 KSC Security Procedural Requirements KNPR 8500.1 KSC Environmental Management Requirements KNPR 8715.3 KSC Safety Procedural Requirements KNPD 1600.3 Use of Alcoholic Beverages on Kennedy Space Center (KSC) Property Check if applicable:

[X] KNPD 1810.1 KSC Occupational Medicine Program [X] KNPR 1860.1 KSC Radiation Protection Program [X] KNPR 1860.2 KSC Nonionizing Radiation Protection Program [X] KNPR 1820.3 KSC Hearing Loss Prevention Program [X] KNPR 1820.4 KSC Respiratory Protection Program [X] KNPR 1840.19 KSC Industrial Hygiene Programs [X] 45SWI40-201 45th Space Wing Instruction 40-201 Radiation Protection Program [X] KNPR 1840.1 KSC Hazard Communication Program [ ] KNPR 1870.1 KSC Sanitation and Public Health Program [X] KNPR 2570.1 KSC Radio Frequency Spectrum Management Procedural Requirements [X] KNPR 4000.1 Supply and Equipment System Manual [X] KNPR 6000.1 KSC Transportation Support System Manual [ ] KNPR 8715.7 KSC Construction Contractor Safety and Health Practices Procedural Requirements [X] KNPR 8830.1 Facility Asset Management Procedural Requirements (End of clause) KSC 52.242-93 CONTRACTOR WORKFORCE REPORT–ONSITE CONTRACTORS AND SUBCONTRACTORS (JUL 2018)–ALTERNATE I (JUL 2011) AND ALTERNATE II (NOV 2019) The Contractor shall submit, on a quarterly basis, a manpower report delineating information about its workforce. The report shall include: the contract number, the Contractor's total on-site workforce, total on-site union represented employees by bargaining unit, total on-site non-union represented employees, and total off-site workforce performing on the contract. The Contractor shall provide this information no later than 10 days after the close of each reporting period which ends March 31st, June 30th, September 30th, and December 31st. The report shall be submitted to the Contracting Officer with a copy to the Industrial Labor Relations Office KSC-DL-OP-IndustrialRelations@mail.nasa.gov.

The Contractor is required to maintain information on specific Points of Contact (POC) for the contracted effort in a NASA managed database. The database contains POC information for specific Contractor functions to include: Local Contractor Manager and Deputy (senior on-site contract management POCs for top level NASA KSC contact), Contracting Manager (this is the interface on contract matters with the NASA Contracting Officer), HR Manager, Security Manager, Emergency Planning Manager (or identification/contact information for the Contractor manager performing this role), and the person responsible for input of this Contractor information into the database. Within three weeks of contract award the Contractor shall provide the name of the person who will enter the POC information into the NASA database to the Contracting Officer and to NASA Procurement Policy and Review Office, OP-AM, 867-7217. This person must be able to access (or be scheduled to gain access to) KSC systems. Access to the database and instruction will be provided to the Contractor by OP-AM. Upon commencement of the contract the Contractor will be responsible for keeping the POC information pertaining to the specific contract accurate and up to date. Changes to the person responsible for input of this Contractor POC information must be immediately brought to the attention of OP-AM.

The Contractor shall ensure that the physical location of all on-site employees is documented and kept current in the Self-Service Management Tool (SSMT). The Contractor shall require their employees to update SSMT within 30 calendar days of the relocation of an on-site employee. Every six months, the Contractor shall perform a review of SSMT to verify accuracy of each employee’s data.

(End of clause)

KSC 52.245-90 MANAGEMENT OF NASA-OWNED/CONTRACTOR-HELD RECORDS (JUL 2018)

(a) NASA-owned/Contractor-held records shall be maintained by the Contractor in accordance with the instructions set forth in the latest editions of NPD 1440.6 NASA Records Management, NPR 1441.1 NASA Records Management Program Requirements, NRRS 1441.1 NASA Record Retention Schedules, and KNPR 1440.6 KSC Records Management. As directed by the Contracting Officer, the Contractor shall obtain prior approval from the Contracting Officer to destroy or remove records subject to this clause.

(b) NASA-owned/Contractor-held records shall consist of documentation of Contractor activities and functions necessary for the performance of this contract, including, but not limited to, documentation of those day-to-day operating procedures that are essential to carrying out the statement of work and those actions, organizational structure, policies, decisions, operations, and activities necessary to perform or continue the work performed under the contract. NASA-owned/Contractor-held records shall not include those Contractor records that relate exclusively to the Contractor's internal business or are of a general nature not specifically related to the performance of work under the contract. The Contractor's general policies, procedures, etc., that apply to the general conduct of its business do not fall under the purview of this clause. When in doubt, the Contractor shall seek the Contracting Officer's determination as to which records are subject to this clause.

(c) The Contractor shall ensure that NASA-owned/Contractor-held records are segregated from company-owned records and from non-record materials. This clause operates independently from and is not intended to affect, or be affected by, the Contractor records provisions contained in FAR Subpart 4.7 and the clauses referenced therein.

(d) The Contractor, through the Contracting Officer, shall coordinate with the KSC Records Manager, on matters requiring advice, such as marking and segregating such records, or technical assistance in all areas of management pertaining to such records.

(e) When the Contractor generates NASA-owned/Contractor-held records, the Contractor shall prepare and submit KSC Form 16-473, KSC Annual Summary of Record Holdings, to the KSC Records Manager on an annual basis.

(End of clause)

KSC 52.245-97 RECORDS MANAGEMENT (JUL 2018)

The Contractor shall ensure accurate and complete records of Government business are maintained in accordance with the NASA Procedural Requirement (NPR) 1441.1 NASA Records Management Program Requirements and NASA Records Retention Schedules (NRRS) 1441.1. This includes legacy, electronic and vital records. Records of Government Business shall be segregated from company-owned records and from non-record materials, and the Contractor shall provide NASA or authorized representatives access to all Government records in accordance with Federal Acquisition Regulations (FAR) Subpart 4.7. The term “records” is defined as “all books, papers, maps, photographs, machine readable materials, or other documentary materials, regardless of physical form or characteristics, made or received by an agency of the United States Government under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the Government or because of the informational value of data in them. Library and museum material made or acquired and preserved solely for reference or exhibition purposes, extra copies of documents preserved only for convenience of reference, and stocks of publications and of processed documents are not included.” The Government reserves the right to inspect, audit, and copy record holdings.

The Contractor shall complete, submit, and maintain a Records Management Program Plan for all data/records produced as part of this contract in accordance with DRD-09, Records Management Program Plan.

The Contractor shall submit Records Management File Plan to the NASA KSC Records Manager in accordance with DRD-10, Records Management File Plan.

At the completion or termination of this contract, or as required by the records retention schedule expiration, the Contractor shall deliver Government records to the NASA KSC Records Manager in accordance with NASA Policy Directive (NPD) 1440.6, NASA Records Management, NPR 1441.1 NASA Records Management Program Requirements, and Kennedy NASA Procedural Requirement (KNPR) 1440.6, KSC Records Management.

The Contractor shall contact the Contracting Officer, in order to obtain the NASA KSC Records Manager's determination as to which records are subject to this Clause.

(End of clause)

ASSOCIATE CONTRACTOR AGREEMENT

(a) The Contractor shall enter into Associate Contractor Agreements (ACA) with onsite Contractors to increase the safety, efficiency, or productivity of Spaceport operations, and with other Contractors for any portion of the contract requiring cooperation and coordination with Contractors under other NASA contracts to accomplish the Government’s requirement. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources essential to the implementation of mission operations which shall ensure the greatest degree of cooperation to meet the terms of the contract.

(b) ACAs shall, at a minimum—

(1) Identify the associate Contractors and their relationships;

(2) Identify the program(s) involved and the relevant Government contracts of the associate Contractors;

(3) Describe the associate Contractor interfaces by general subject matter;

(4) Specify the categories of information to be exchanged or support to be provided;

(5) Include the expiration date (or event) of the ACA; and

(6) Identify potential conflicts between relevant Government contracts and the ACA and include agreements on protection of proprietary data and restrictions on employees.

(c) A copy of such agreement shall be provided to the Government upon request. Initial ACAs shall be in place 6 months after contract award.