80LARC18R0004_Amendment_1_Redlines_-_INFORMATIONAL_ONLY.pdf

RFP 80LARC18R0004 – Amendment 1

SECTION 1 – CONTINUATION OF SF1449

1.1 CONTRACT PRICING

CLIN DESCRIPTION FIRM-FIXED-PRICE (FFP)

MAIA Mission Hosting Services and Integration Planning;

Contractor Ground System Design, Integration, Testing, and Readiness; MAIA Instrument Integration, Test, and Pre-Launch Processing; Spacecraft and Launch Vehicle; Launch and MAIA Instrument In-Orbit Checkout and Baseline On-Orbit Operations.

$To Be Proposed [TBP]

Extended Mission On-Orbit Operations Option Period 1 (12 Months following Baseline Operations)

$TBP

Extended Mission On-Orbit Operations Option Period 2 (12 Months following Extended Mission Operations Option Period 1)

$TBP

TOTAL FFP $TBP

(End of clause)

1.2 SERVICES TO BE FURNISHED

This is a FFP contract to perform the Multi-Angle Imager for Aerosols (MAIA) Hosting Services requirement. The Contractor shall provide all resources (except as expressly stated as furnished by the Government) necessary to perform the requirements in accordance with Exhibit A, Statement of Work (SOW), Exhibit B, Data Requirements List/Data Requirements Description (DRL/DRD), and Exhibit C, Mission Requirements Document (MRD).

1.3 PERIODS OF PERFORMANCE

(a) The period of performance of this contract is as follows:

CLIN Start End

1 TBP TBP

2 TBP TBP

3 TBP TBP

(b) CLIN 1 is the contract base period and includes the MAIA Instrument 90-calendar day In-Orbit

Checkout Period* plus the 36-month MAIA Operations Base Period (Reference SOW Section 6.4).

(*NOTE: The Contractor shall include any other necessary Contractor-specific checkout periods in its overall proposed period of performance.)

(c) The Contractor shall launch the MAIA Instrument to Low Earth Orbit (LEO) by TBP Month/Year (Reference SOW Section 6.4).

(d) CLINs 2 and 3 are option periods for Extended Mission On-Orbit Operations that may be exercised by the Contracting Officer in accordance with contract clause 52.217-9, Option to Extend the Term of the Contract (Reference SOW Section 6.5).

(e) The Contractor shall deliver and/or complete performance of all items/reviews required by the contract requirements documents incorporated in the contract. The following represents the major reviews and planned schedule for occurrence.

Activity Planned Schedule

Hosting Services Requirements Review (HSRR) in accordance with DRL/DRD RE-1.

(The HSRR shall be held within 60 calendar days after contract award or after the MAIA Instrument CDR, whichever occurs last.)

TBP

Hosting Services Preliminary Design Review (PDR) in accordance with DRL/DRD RE-2.

TBP

Hosting Services Critical Design Review (CDR) in accordance with DRL/DRD RE-3.

TBP

Hosting Services Test Readiness Review (TRR) in accordance with DRL/DRD RE-4.

(The TRR shall be held after the MAIA Instrument is integrated onto the Contractor spacecraft and prior to integrated spacecraft testing.)

TBP

Hosting Services Ground Operations Review/Operations Readiness Review (GOR/ORR) in accordance with DRL/DRD RE- 5.

(The GOR/ORR shall be held before integration of the MAIA Ground System with the Contractor Ground System).

TBP

Contractor Spacecraft-MAIA Instrument Pre-Ship Review (PSR) in accordance with SOW Section 6.3.4.

TBP

1.4. PLACE OF PERFORMANCE

The services performed under this contract shall be performed at the Contractor’s and its subcontractor’s facilities, launch site, and other sites as determined by the Contracting Officer.

(End of Section)

SECTION 2 – CONTRACT TERMS AND CONDITIONS

2.1 GENERAL

(a) This contract is for commercial services subject to the terms and conditions of Federal Acquisition

Regulation (FAR) and NASA FAR Supplement (NFS) Part 12, Acquisition of Commercial Items, and the terms and conditions contained herein.

(b) Clauses include Federal Acquisition Regulation (FAR 52.#); NASA FAR Supplement (NFS 1852.#);

Langley Research Center (LaRC 52.#); and clauses that have no numbered cite designation written for this specific contract.

(c) This contract incorporates several FAR and NFS clauses by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government, include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of a clause may be accessed electronically at these addresses in accordance with FAR 52.252-2, Clauses Incorporated by Reference:

FAR: https://www.acquisition.gov/far/index.html NFS: http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

2.2 LISTING OF CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY REFERENCE

CLAUSE

NUMBER CLAUSE TITLE (DATE)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2016)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (JUL 2016)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS (JAN 2017)

52.212-5

CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS - COMMERCIAL ITEMS (JAN 2018)

The following clauses in section (b) are applicable to this contract:

(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).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41

U.S.C. 3509).

(4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract

Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-

117, section 743 of Div. C).

(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).

(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

(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).

OFFEROR FILL-IN: [ ] Offeror elects to waive the evaluation preference.

(16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C.

637(d)(2) and (3)).

(17) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637

(d)(4)). (iii) Alternate II (Nov 2016) of 52.219-9.

(20) 52.219-16, Liquidated Damages - Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

(22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013)

(15 U.S.C. 632(a)(2)).

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

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

(28) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C.

793).

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

(32) 52.222-40, Notification of Employee Rights Under the National Labor Relations

Act (Dec 2010) (E.O. 13496).

(33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter

78 and E.O. 13627).

(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 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.)

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

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

(55) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (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)(12)).

The following clauses in section (c) are applicable to this contract: N/A

52.217-8

OPTION TO EXTEND SERVICES (NOV 1999)

Fill-in: any time prior to the expiration of the contract

52.232-40

PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

52.245-1 GOVERNMENT PROPERTY (JAN 2017) – ALTERNATE I (APR 2012)

52.245-9 USE AND CHARGES (APR 2012)

1852.203-71

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (AUG

2014)

1852.204-76

SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION

TECHNOLOGY RESOURCES (JAN 2011)

1852.215-84 OMBUDSMAN (NOV 2011)

1852.223-75

MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002) – ALTERNATE I (FEB

2006)

1852.225-70

EXPORT LICENSES (FEB 2000)

Paragraph (b) fill-in: Any NASA installation

1852.227-88

GOVERNMENT-FURNISHED COMPUTER SOFTWARE AND RELATED

TECHNICAL DATA (APR 2015)

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

ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE STATION (OCT 2012)

1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005)

1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005)

1852.245-73

FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF

CONTRACTORS (JAN 2017)

Paragraph (b)(3) fill-in:

NASA Langley Research Center, Industrial Property Officer, 9B Langley Boulevard, Mail Stop 135, Hampton VA 23681-2199

NASA Langley Research Center, Financial Management Office, Property Management, 5 Langley Boulevard, Mail Stop 22, Hampton VA 23681-2199

1852.245-74

IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT (JAN 2011)

Paragraph (e) fill-in: In accordance with Contracting Officer written direction.

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY (AUG 2015)

2.3 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS (JUN 2016)

(a) Definitions. As used in this clause–

“Covered contractor information system” means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

“Federal contract information” means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

“Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

“Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

“Safeguarding” means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

2.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor prior to contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed the period specified in clause 1.3, Periods of Performance, unless otherwise agreed to by the Contractor and Contracting Officer.

2.5 1852.216-78 FIRM FIXED PRICE (DEC 1988)

The total firm fixed price of this contract is: See clause 1.1, Contract Pricing.

2.6 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR 1989)

(a) The amount shown in the below 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.

CLIN Amount Estimated Funded Date

1 TBD TBD

2 TBD TBD

3 TBD TBD

TOTAL TBD TBD

(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 Table in Paragraph (a), above.

(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 estimated date 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). 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.

2.7 1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 52.245-1

(JAN 2011)

(a) For performance of work under this contract, the Government will make available Government property/information identified below “as-is” [see FAR 52.245-1(d)(2)(iii) and NFS 1852.227-88] on a no charge-for-use basis pursuant to the clause at FAR 52.245-1, Government Property (Alternate 1), and NFS 1852.227-88, Government-Furnished Computer Software and Related Technical Data, as incorporated in this contract. The Contractor shall use this property/information in the performance of this contract at the Contractors and Subcontractors facilities, Government facilities, and at other location(s) as may be approved by the Contracting Officer. Under FAR 52.245-1 (Alternate 1), the Contractor is accountable for the identified property (See also clause 2.14, Additional Government- Furnished Property Terms and Conditions).

(b) The below Government-Furnished Property (GFP)/information will be provided to the Contractor within 60 calendar days of written request to the Contracting Officer, unless another time period is mutually agreed to by both parties. The Contractor shall not request items 1-6, below, prior to the planned MAIA Instrument delivery availability date of October 2020 (Reference Exhibit A, SOW, Section 6.4, Launch and MAIA Instrument In-Orbit Checkout and On-Orbit Operations).

# Description 1 MAIA Instrument 2 Shipping and Storage

2a Shipping and storage containers for MAIA Instrument and Ground Support Equipment

(GSE)

3 Handling and Assembly (for MAIA Instrument Integration and Test) 3a Lift fixture(s) 3b Baseplate stand 3c Flowtron cart (rotate and transport instrument) 4 MAIA Instrument Support Equipment

4a Camera cover (remove before flight)

4b Laser tracker targets (Spherically Mounted Retroreflectors, SMRs) for MAIA Instrument (remove before flight)

4c Special tooling (e.g., launch latch reset tool)

4d Contamination cover (bag) for dynamics tests and non-use contamination protection

4e Flight caps for GSE connectors 4f Connector savers 5 Optical GSE

5a Light source to illuminate the On-Board Calibrator (OBC)

5b Stand for light source 5c Detector to monitor illumination incident on the OBC (remove before flight) 5d 50" flat panel monitor 5e Stand/mount for monitor 5f Field of View (FOV) light source 5g Motion Stand for FOV light source 5h Polarization state generator 6 Electrical GSE

6a Electrical simulator for Contractor Spacecraft (pre-integration) 6b Break-out boxes for safe-to-mate tests 7 Files

7a 3 Finite Element Models (FEMs) of MAIA Instrument 7b 3 Thermal Models of MAIA Instrument 7c Instrument Operations Center (IOC) sample command sequence files 7d IOC sample real-time command files 7e Science data sample files 7f Platinum Resistance Thermometer (PRT) calibration tables 7g Set point ranges for survival heater zones 7h MAIA Instrument Assembly Simplified CAD Model 7i Output Transformation Matrix (OTM) 8 Reports

8a Abbreviated Orbital Debris Assessment Report (ODAR)

2.8 LARC 52.204-91 SECURITY PROGRAM/FOREIGN NATIONAL EMPLOYEE ACCESS

REQUIREMENTS (APR 2014)

(a) Applicable Definitions:

Foreign National: Any person who is not a U.S. citizen and who is not lawfully admitted for permanent resident as defined by 8 U.S.C. 1101(a) (20) or any person who is not a protected individual as defined by 8 U.S.C. 1324b(a) (3). This also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the U.S., as well as any international organizations, any foreign government, and any agency or subdivision of foreign governments (e.g., diplomatic missions).

Lawful Permanent Resident (LPR): A non-U.S. citizen legally permitted to reside and work within the U.S. and issued a Resident Alien Identification (also known as a Green Card). LPRs are to be afforded all the rights and privileges of a U.S. citizen with the exception of voting, holding public office, access to classified national security information, and employment in the federal sector (except for specific needs or under temporary appointment per 5 CFR, Part 7, Section 7.4). LPRs are not prohibited from accessing export controlled commodities, but must have a work-related "need-to-know" for access. LPRs are considered foreign nationals under immigration laws. LPR, as defined herein, is to replace the term “Permanent Resident Alien” (PRA) in all NASA guidance that has not yet been updated to the use of LPR.

(b) Requirements for Center Access for Foreign Nationals who are not LPRs:

Access to the NASA Langley Research Center by foreign nationals who are not LPRs shall be approved in accordance with NPR 1600.4, “Identity and Credential Management” and Interim Policy Regarding Foreign National Access Management, dated April 2, 2014, which can be found at http://nodis3.gsfc.nasa.gov/displayDir.cfm?t=NPR&c=1600&s=4. Center access approval requires a minimum of 5 (five) working days advance notice. Designated country nationals require a minimum of 30 (thirty) working days advance notice because of additional approval requirements. Foreign nationals who are not LPRs must be escorted by a NASA Civil Servant or permanently badged contractor at all times while on Center unless otherwise approved in writing by the International Visitors Coordinator.

(c) Requirements for Center Access for LPRs:

(1) Visit requests should be submitted directly to the Badge and Pass Office using an LF-103. LPRs may be sponsored for Center access by permanently badged contractor employees or NASA civil servants. Contractor LPRs are generally expected to be sponsored by the employing contractor.

(2) LPRs who will be at LaRC in excess of 29 days will be processed through IdMAX.

(3) LPRs who will be at LaRC in excess of 179 days will be processed for PIV credentials that will remain valid for 5 years.

(4) Contractor management is responsible for ensuring credentials issued to LPRs sponsored by the contractor are returned when the LPR no longer requires access to NASA LaRC under the contract or no longer works for the contractor.

(5) No Security Transfer Technology Control Plan is required for LPRs.

(6) LPRs on a work related, "need-to-know” basis are allowed access to export controlled commodities. It is incumbent on the Branch Head or Program Manager to appropriately determine who should have access to export controlled information. The Security Services Branch and the Center Export Administrator are available for guidance.

(7) LPRs are permitted to carry personal mobile devices on Center. Personal mobile devices are not be used to record, store, or process NASA data and are not to be used to take photographs within NASA facilities.

(8) LPRs and non-LPR Foreign Nationals must request and obtain prior approval from Joint Base Langley-Eustis prior to entering Joint Base Langley-Eustis. Access is subject to conditions imposed by Joint Base Langley-Eustis and may require a U.S. citizen escort at all times.

(d) Violation of security policies by contractor personnel may result in withdrawal of Center access for the offending personnel and/or contractual actions against the contractor. Additionally, violations may be criminal in nature and are subject to criminal prosecution.

2.9 LARC 52.204-92 REQUIREMENTS FOR ACCESS TO NASA LANGLEY RESEARCH CENTER

(AUG 2014)

(a) Visitors seeking entry to NASA Langley Research Center (LaRC) using a state-issued driver’s license or state-issued personal identification card are advised that identification documents must be compliant with the REAL ID Act of 2005, Public Law 109-13. Information on the REAL ID Act of 2005, Public Law 109-13, requirements can be found at: http://www.dhs.gov/real-id-public-faqs. Questions concerning REAL ID can be forwarded to the NASA Langley Badge and Pass Office via email at LaRC-RealId@mail.nasa.gov.

(b) A state-issued ID that is non-compliant with the REAL ID standards cannot be used for access to the Center. A list of non-compliant forms of state identification can be found in the PDF document titled “REAL ID Enforcement in Brief” located at: http://www.dhs.gov/publication/real-id-enforcement-brief.

(c) The following alternate forms of identification are accepted for NASA LaRC access:

(1) Federal employee badges

(2) Passports

(3) Military identification cards

(4) Enhanced Driver’s Licenses

(5) U.S. Coast Guard Merchant Mariner Card

(6) Native American tribal document

(7) School identification accompanied by an item from List C (Documents that Establish Employment

Authorization) from the “List of the Acceptable Documents” on Form I-9, which can be found at:

http://www.uscis.gov/i-9-central/complete-correct-form-i-9).

(d) Visitors without acceptable identity documents require an escort at all times while on the NASA

Langley Research Center.

2.10 LARC 52.211-99 SPECIAL REQUIREMENTS FOR SERVICE CONTRACTS (FEB 2012)

(a) Inherently Governmental Functions - No inherently government functions as defined in FAR 2.101 and

FAR 7.5 shall be performed by the Contractor under this contract. Contractor employees shall not participate in any deliberations or meetings intended to exercise an inherently governmental function. All final determinations such as binding the United States to take or not to take some action, selecting program priorities, and providing direction to Federal employees shall be made by the Government. The Contractor shall immediately notify the Contracting Officer’s Representative (COR) and the Contracting Officer if performance of an activity would result in the performance of an inherently governmental function.

(b) Non-Personal Services Contract - In accordance with FAR 37.101, this contract is a non-personal services contract in that the Contractor personnel rendering the services shall not be subject, either by the contract’s terms or by the manner of its administration, to the continuous supervision and control of a Government officer or employee. The Contractor shall immediately notify the COR and the Contracting Officer if, through contract administration, the actions of a government employee will result in the performance of a personal services contract.

(c) Identification of Contractor Personnel - All Contractor personnel who attend meetings, answer government telephones, use a nasa.gov e-mail address, or work in situations where their actions could be construed as acts of Government officials shall clearly identify themselves as Contractor personnel. Contractor employees shall not identify themselves as representing NASA but rather shall identify themselves as being under contract to NASA. Additionally, all Contractor work spaces located on NASA LaRC shall be clearly identified.

(d) Marking of Reports - The Contractor shall mark all documents or reports produced under this contract with the Contractor name, contract number, and task order number if applicable.

2.11 LARC 52.215-116 ENABLING CLAUSE (MAR 2012)

(a) NASA has entered into a contract with Caltech/Jet Propulsion Laboratory (JPL) under contract number

NNN12AA01C, Task Plan 86-700042 for the following minimum activities:

(1) Development, fabrication, and shipment of the MAIA Instrument to the Contractor;

(2) Support the development of the accommodations for the MAIA Instrument and MAIA Ground

System;

(3) Complete all necessary pre-ship activities, ship the MAIA Instrument to the Contractor, and conduct post-ship inspection and checkout;

(4) Support post-ship activities, including Integration and Test (I&T) of the Instrument with the spacecraft and subsequent spacecraft, instrument, and MAIA Ground System testing activities;

(5) Provide technical support to the Contractor during launch, In-Orbit checkout, and On-Orbit operations;

(6) Operate and maintain a MAIA Ground System during On-Orbit operations; and

(7) Support MAIA Instrument end-of-life operations and decommissioning.

(b) In the performance of this contract, the Contractor agrees to cooperate with Caltech/JPL by:

responding to invitations from authorized personnel to attend meetings; providing access to technical information, planning data, test data and results, and schedule and milestone data; providing limited financial data including estimates; providing access to Contractor facilities utilized in the performance of this contract; and allowing observation of technical activities.

(c) The Contractor further agrees to include in each subcontract over $1 million or 10 percent of prime contract value, whichever is less, a clause requiring compliance by a subcontractor and succeeding levels of subcontractors with the response and access provisions of paragraph (b) above, subject to coordination with the Contractor. This agreement does not relieve the Contractor of responsibility to manage subcontracts effectively and efficiently, nor is it intended to establish privity of contracts between the Government or the service Contractor(s) and such subcontractors.

(d) Through its cooperation with Caltech/JPL, Contractor personnel are not authorized to formally direct

Caltech/JPL in any manner that results in Caltech/JPL performing activities outside the scope and cost of the Caltech/JPL contract.

(e) To the extent that the work under this contract requires access to proprietary information, and as long as these data remain proprietary, the Contractor shall protect the data from unauthorized use and disclosure.

(f) Neither the Contractor nor its subcontractors shall be required in the satisfaction of the requirements of this clause to perform any effort or supply any documentation not otherwise required by their contract or subcontract.

2.12 LARC 52.242-70 TECHNICAL DIRECTION (JUL 2015)

(a) Performance of the work under this contract is subject to the written technical direction of the

Contracting Officer’s Representative (COR), who shall be specifically appointed by the Contracting Officer in writing. "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor. Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section 1.2, Services to be Furnished, of this contract.

(b) The COR does not have the authority to, and shall not, issue any instruction purporting to be technical direction that –

(1) Constitutes an assignment of additional work outside the statement of work;

(2) Constitutes a change as defined in the changes clause;

(3) Constitutes a basis for any increase or decrease in the total estimated contract cost, the fixed fee (if any), or the time required for contract performance;

(4) Changes any of the expressed terms, conditions, or specifications of the contract; or

(5) Interferes with the contractor's rights to perform the terms and conditions of the contract.

(c) All technical direction shall be issued in writing by the COR.

(d) The Contractor shall proceed promptly with the performance of technical direction duly issued by the

COR in the manner prescribed by this clause and within the COR's authority. If, in the Contractor's opinion, any instruction or direction by the COR falls within any of the categories defined in paragraph

(b) of this clause, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 working days after receiving it and shall request the Contracting Officer to take action as described in this clause. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is -

(1) Rescinded in its entirety; or

(2) Within the requirements of the contract and does not constitute a change under the changes clause of the contract, and that the Contractor should proceed promptly with its performance.

(e) A failure of the contractor and contracting officer to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract.

(f) Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer or the COR shall be at the Contractor's risk.

2.13 AS9100 QUALITY MANAGEMENT SYSTEM COMPLIANCE REQUIREMENTS (COMPLIANT AT

PROPOSAL SUBMISSION)

(a) The Contractor’s quality system shall be compliant with the requirements of the current SAE AS9100 standard, Quality Management Systems Requirements, as of the date of proposal submission.

(b) The Contractor’s quality system shall be compliant at proposal submission and remain in compliance with the AS9100 standard during the term of the contract. The Government reserves the right to audit the Contractor’s quality system at any time.

(c) “Compliant” as used in this clause means that the Contractor has defined, documented, and will continually implement during the term of the contract management-approved methods of operation that conform to the requirements given in the above-cited Aerospace Standard.

2.14 ADDITIONAL GOVERNMENT-FURNISHED PROPERTY TERMS AND CONDITIONS

(a) The MAIA Instrument and instrument-specific Ground Support Equipment (GSE) will be provided to the Contractor as Government-Furnished Property (GFP) in accordance with the Government Property clauses in the contract. The MAIA Instrument will no longer be considered as GFP as of the launch vehicle ignition and will be accepted by and transferred back to the Government as of the launch vehicle ignition.

Commented [A1]: Revised in response to RFP Q&A #6.

(b) The Contractor shall be accountable for the MAIA Instrument as GFP after completion of the post-ship testing through the period up to launch vehicle ignition in accordance with the Government Property clauses in the contract. The Government will test the MAIA Instrument prior to transfer of accountability to the Contractor at the Contractor’s facility for integration with the spacecraft.

(c) Accountability for and risk of loss of or damage to the MAIA Instrument transfers to the Government as of the launch vehicle ignition.

2.15 MILESTONE PAYMENTS

(a) Payment will be authorized by the Contracting Officer upon successful completion of the milestones stated in Exhibit D, Milestone Payment Schedule, continued compliance with all contractual terms and conditions (including specific deliverables and requirements not otherwise stated in Exhibit D), and submission of a proper invoice in accordance with FAR 52.212-4(g).

(b) The Contracting Officer will unilaterally determine the Contractor’s successful completion of each milestone prior to notifying, in writing, the Contractor to submit a proper invoice (The “Planned Invoice Schedule” dates provided in Exhibit D are tentative for planning purposes only.). If the Contracting Officer determines any milestone unacceptable, any additional effort by the Contractor to make the milestone acceptable shall not result in an increase in the total price of this contract.

(c) Proper milestone payment invoices shall be submitted to the designated payment office shown in Block 18a of the SF1449 of this contract with a copy to the Contracting Officer and Contracting Officer Representative.

2.16 COMPLIANCE WITH SAFETY AND OCCUPATIONAL HEALTH STANDARDS

(a) The Contractor shall comply with all Federal, State, and local laws, and customary commercial practice 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.

(b) The Contractor shall comply with the applicable launch site or launch range safety requirements. The Contractor shall submit to the Contracting Officer all final approved documentation required to maintain compliances under this Clause within thirty (30) calendar days of approval from the relevant authority or within thirty (30) calendar days of contract award for documentation that has been finalized and approved prior to executing this Contract. NASA does not have approval authority over these documents under this Clause, unless launching from a NASA range.

2.17 LICENSES, PERMITS, AND INSURANCE

(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, Federal Communications Commission, NASA, National Oceanic and Atmospheric Administration (NOAA), and/or other Governmental agencies in order to provide launch services under this contract.

All costs and fees associated with obtaining licenses, permits, and clearances shall be included in the contract price.

(b) The Contractor shall comply with all applicable Department of Transportation and Federal Aviation Administration regulations and policies necessary to obtain a commercial launch license.

(c) 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 (reference clause 2.14, Additional Government-Furnished Property Terms and Conditions, regarding MAIA Instrument accountability). The Contractor shall provide the Contracting Officer a copy of the Maximum Probable Loss (MPL) determination and certificate of such insurance once it has been obtained.

(d) 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.

2.18 HOLD HARMLESS CLAUSE

(a) The Contractor shall defend, indemnify, and hold harmless the Government, its officers, officials, employees and volunteers from any and all claims, injuries, damages, losses or suits including attorney fees and costs, arising from or in connection with the performance of this contract, except for injuries and damages caused by the sole or gross negligence of the Government. The Government does not provide any warranty or assume any liability for any damages either direct or consequential arising from the Contractor’s equipment, installation, performance, or any other actions in fulfillment of any future contract award.

(b) In the event of an award for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Government, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence.

(c) The provisions of this clause shall survive the expiration or termination of the subject contract.

2.19 COMMERCIAL SPACE LAUNCH ACTIVITIES

This Contract is subject to the Commercial Space Act of 1998 (Public Law 105-303; 51 U.S.C. § 50131), and 51 U.S.C. Chapter 509, Commercial Space Launch Activities. The Contractor shall remain a “United States commercial provider” (as defined at 51 U.S.C. § 50101) throughout the entire contract period of performance, including any exercised option periods.

SECTION 3 - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

3.1 LIST OF EXHIBITS AND ATTACHMENTS

The following documents are attached hereto and made a part of this contract:

TITLE OF DOCUMENT

Exhibit A Statement of Work (SOW) Exhibit B Data Requirements List (DRL)/Data Requirements Description (DRD) Exhibit C Mission Requirements Document (MRD) Exhibit D Milestone Payment Schedule (TBP) Exhibit E Small Business Subcontracting Plan (TBP) Exhibit F Information Technology (IT) Security Management Plan (TBP) [NOTE:

This Plan is required within 30 calendar days after the contract effective date (reference Exhibit B, DRL/DRD PM-2, Information Technology (IT) Security Management Plan); not with the Offeror’s proposal submission.]

Exhibit G Conflicts of Interest Avoidance Plan (TBP) [NOTE: This Plan is required within 30 calendar days after the contract effective date (reference Exhibit B, DRL/DRD PM-6, Conflicts of Interest Avoidance Plan); not with the Offeror’s proposal submission.]

The following documents are attached hereto for use in the solicitation, evaluation, and award process and will not be incorporated into the resulting contract:

Attachment 1 Past Performance Questionnaire Attachment 2 Work Performance Matrix Attachment 3 Reference Documents

3.1 MAIA Mission Preliminary Concept of Operations (CONOPS)

3.2 MAIA Instrument Design Description

3.3 MAIA Mission Orbit Considerations

3.4 MAIA Mission Interface Control Documents (ICD) Summary

3.5 MAIA Project Environmental Requirements Summary

3.6 MAIA Instrument Assembly Simplified CAD Model (STOWED) (.STP file)

3.7 MAIA Instrument Assembly Simplified CAD Model (DEPLOYED) (.STP file)

Attachment 4 Communications Blackout Notice Attachment 5 Office of Procurement Bid/Proposal Depository Directions

Commented [A2]: Revised in response to RFP Q&A #14.

SECTION 4 – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

4.1 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS

(NOV 2017) ALTERNATE I (OCT 2014)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) website located at https://www.sam.gov/portal. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u) of this provision.

(a) Definitions. As used in this provision.

“Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

“Highest-level owner” means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

“Immediate owner” means an entity, other than the offeror, that has direct control of the offeror.

Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

“Inverted domestic corporation”, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

“Manufactured end product” means any end product in product and service codes (PSCs) 1000-9999, except.

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

“Place of manufacture” means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

“Predecessor” means an entity that is replaced by a successor and includes any predecessors of the predecessor.

“Restricted business operations” means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174).

Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate.

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the

Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

“Sensitive technology”.

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically.

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

“Service-disabled veteran-owned small business concern”.

(1) Means a small business concern.

(i) Not less than 51…