EASSS 2 Contract - Sections B-J (Sources Sought Reference).pdf

SF33

SECTION B

PART I – THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 NAMING/NUMBERING SCHEME FOR CLAUSES IN FULL TEXT AND FOR CLAUSES

INCORPORATED BY REFERENCE (LaRC 52.201-90) (MARCH 2012)

There are various types of clauses contained in the contract. Most clauses will reference a numbered cite such as: Federal Acquisition Regulation (FAR 52.#); NASA FAR Supplement (NFS 1852.#); or Langley Research Center (LaRC 52.#). There are also clauses that have no numbered cite designation. Those clauses were written by LaRC for this specific contract or were written as generic Agency clauses specific for this contract type.

(End of clause)

B.2 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

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

For Federal Acquisition Regulation (FAR) clauses, see https://www.acquisition.gov/browse/index/far.

For NASA FAR Supplement (NFS) clauses, see https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

(End of clause)

B.3 SUPPLIES AND/OR 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 deliver and/or perform the services in accordance with the Statement of Work (SOW) incorporated in Section J as Exhibit A and in accordance with task orders issued in accordance with H.5.

(End of clause)

B.4 MINIMUM AND MAXIMUM INDEFINITE DELIVERY, INDEFINITE QUANTITY (IDIQ)

CONTRACT VALUE (LaRC 52.216-90) (MARCH 2012)

The Government will order through the issuance of task orders a minimum quantity of work of $__ under this contract. There will be no further obligation on the part of the Government to issue additional task orders thereafter. The total maximum contract value is $__ for the 5-year period of performance.

(End of clause) https://www.acquisition.gov/browse/index/far https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

SECTION B

B.5 ESTIMATED COST AND FIXED FEE

The estimated cost and fixed fee of the contract is the sum of the estimated costs and fixed fee set forth for individual task orders issued by the Government pursuant to H.5, Task Ordering Procedure.

(End of clause)

B.6 CONTRACT FUNDING (NFS 1852.232-81) (JUN 1990)

(a) For purposes of payment of cost, exclusive of fee, in accordance with the FAR 52.232-22, Limitation of Funds, the total amount allotted by the Government to this contract is the amount set forth in task orders. This allotment is for the performance of work in accordance with the limitations and completion dates as set forth in task orders authorized by the Contracting Officer.

(b) An additional amount is obligated under each task order for the payment of fee.

(c) The Limitation of Funds Clause FAR 52.232-22 (APR 1984) applies at the task order level.

[END OF SECTION]

SECTION C

SECTION C - DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK STATEMENT

C.1 SPECIFICATION/PERFORMANCE WORK STATEMENT

The Contractor shall provide all resources (except as may be expressly stated in the contract or task orders as furnished by the Government) necessary to perform the requirements delineated in Section J, Exhibit A, Statement of Work, entitled “Evaluations, Assessments, Studies, Services, and Support”

SECTION D

SECTION D - PACKAGING AND MARKING

RESERVED

SECTION E

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

FAR CLAUSE

NUMBER

FAR CLAUSE TITLE

52.246-8 IINSPECTION OF RESEARCH AND DEVELOPMENT — COST-

REIMBURSEMENT (MAY 2001)

SECTION F

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

FAR CLAUSE

NUMBER

FAR CLAUSE TITLE

52.242-15 STOP-WORK ORDER (AUG 1989) – ALTERNATE I (APR 1984)

52.247-34 F.O.B. DESTINATION. (NOV 1991)

F.2 PERIOD OF PERFORMANCE

The period of performance of this contract is 60 months from the contract effective date.

(End of clause)

F.3 DELIVERY REQUIREMENTS (LaRC 52.211-96) (MARCH 2012)

The Contractor shall deliver the items required to be furnished by the contract and task orders in accordance with Exhibit B, Contract Documentation Requirements.

(End of clause)

F.4 PLACE OF DELIVERY

Delivery shall be f.o.b. destination to the NASA Langley Research Center, Hampton, VA 23681- 2199, unless otherwise specified in task orders.

(End of clause)

F.5 PLACE OF PERFORMANCE - SERVICES

The services to be performed under this contract shall be performed at the following location(s):

the Contractor's facility, at subcontractor’s facilities, and other sites as specified by each task order.

SECTION G

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

NFS CLAUSE

NUMBER

NFS CLAUSE TITLE

1852.216-75 PAYMENT OF FIXED FEE (DEC 1988)

1852.242-70 TECHNICAL DIRECTION (SEP 1993)

1852.242-71 TRAVEL OUTSIDE OF THE UNITED STATES (DEC 1988)

1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT PROPERTY (AUG

2015)

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: NASA Langley Research Center, 4 South Marvin Street (Bldg. 1206), Hampton, VA 23681-2199

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

G.2 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (MAR 2018) (DEVIATION)

(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] electronically using the steps described at NSSC’s Vendor Payment information web site at:

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

(c) Payment requests.

(1) The payment periods designated [are stipulated] in the payment clause(s) contained in this contract[.] and will begin on the date a proper request for payment is received by the NSSC payment office specified in paragraph (b) of this section. Vouchers shall be prepared in accordance with the guidance provided by the NSSC at the following website:

https://answers.nssc.nasa.gov/app/answers/detail/a_id/6643.

(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.] (i[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.

(ii[B]) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(iii[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 other than the steps described at NSSC’s Vendor Payment information through any of the means [using the steps for non-electronic payment requests] described at https://www.nssc.nasa.gov/vendorpayment, if[when] any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determines[ed], in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer’s determination with each request for payment when the Governmentwide commercial purchase card is used as the method of payment.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using [the steps for non-electronic payment requests] other than the steps prescribed at NSSC’s Vender Payment information website. 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[/invoices]within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

(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.

G.3 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT

REPRESENTATIVE (NFS 1852.227-72) (APR 2015)

(a) For purposes of administration of the clause of this contract entitled "New Technology-Other than a Small Business Firm or Nonprofit Organization" or "Patent Rights--Ownership by the Contractor," whichever is included, the installation New Technology and Patent Representatives identified at http://prod.nais.nasa.gov/portals/pl/new_tech_pocs.html are hereby designated by the Contracting Officer to administer such clause for the appropriate installation.

(b) Disclosures of reportable items and of subject inventions, interim new technology summary reports, final new technology summary reports, utilization reports, and other reports required by the applicable “New Technology” or “Patent Rights-Ownership by the Contractor” clause, as well as any correspondence with respect to such matters, shall be directed to the New Technology Representative unless transmitted in response to correspondence or request from the Patent Representative. Inquiries or requests regarding disposition of rights, election of rights, or related matters shall be directed to the Patent Representative. This clause shall be included in any subcontract hereunder requiring a "New Technology-Other than a Small Business Firm or Nonprofit Organization" clause or "Patent Rights--Ownership by the Contractor" clause, unless otherwise authorized or directed by the Contracting Officer. The respective responsibilities and authorities of the aforementioned representatives are set forth in 1827.305-270 of the NASA FAR Supplement.

SECTION H

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

NFS CLAUSE

NUMBER

NFS CLAUSE TITLE

1852.208-81 RESTRICTIONS ON PRINTING AND DUPLICATING (NOV 2004)

1852.223-72 SAFETY AND HEALTH (SHORT FORM) (JUL 2015)

1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002)

1852.225-70 EXPORT LICENSES (FEB 2000)

Paragraph (b) Fill-in: NASA, Langley Research Center

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS (DEC 2006) –

ALTERNATE II (DEC 2005)

1852.235-74 ADDITIONAL REPORTS OF WORK -- RESEARCH AND

DEVELOPMENT (FEB 2003)

1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM

(APR 1985)

H.2 ORGANIZATIONAL CONFLICTS OF INTEREST (LaRC 52.227-96) (NOV 2014)

(a) Pursuant to FAR 9.504, the Contracting Officer is responsible for identifying and evaluating potential Organizational Conflicts of Interest (OCI) early in the acquisition process and either avoiding, neutralizing, or mitigating such conflicts before contract award or task order award, as appropriate.

(b) In general during the performance of this contract, the Contractor may encounter OCIs in the form of conflicting roles that might bias the Contractor's judgment, such as:

(1) The evaluation or assessment of the work product of the Contractor or of the

Contractor’s competitors,

(2) Performance of a proposal evaluation, assessment, or study in which the results could potentially impact the Contractor’s interests,

(3) Performance on any work arising from, or related to, any proposal evaluation, assessment, or study on which it performed these services, except as required in performance of this contract, and

(4) Access to proprietary information or data of other Contractors and/or Government sensitive, nonpublic information or data, which information or data may provide the Contractor with an unfair competitive advantage. For the purpose of this clause, the term Contractor includes the Contractor’s business units and divisions, as well as the Contractor’s parent company, subsidiaries, affiliates and successors (as applicable).

For the purpose of this contract, “sensitive” information is defined in the Access to Sensitive Information clause of this contract.

(c) OCI Avoidance: Given the nature of the services required by this contract the Contractor shall be precluded from proposing on or working on certain types of contracts as set out in clause H.3 LIMITATION OF FUTURE CONTRACTING (NFS 1852.209-71) (DEC 1988), below. Additionally, the Contractor shall establish a procedure to examine any work it wishes to propose upon or to engage in to ensure that the work does not create an OCI with this contract.

(d) Given the nature of the services required by this contract, covered employees may encounter personal conflicts of interest (PCIs) resulting from a financial interest, personal activity, or relationship that could impair the covered employees’ ability to act impartially and in the best interest of the government. For the purposes of PCI, the term “covered employee” is a Contractor employee, subcontractor employee, or consultant.

(e) PCI Avoidance: The Contractor shall establish a procedure to screen all covered employees to prevent PCIs; including those PCIs that cannot be identified until after award.

The Contractor shall screen covered employees at appropriate times to prevent and avoid PCIs and maintain effective oversight. The Contractor shall prevent PCIs by not assigning or allowing covered employees to perform on tasks where a potential PCI is identified unless approved by the Contracting Officer. The Contractor is under a continuing obligation to disclose actual or potential PCIs.

(f) Prior to commencing work on any task order (to include, but not limited to, appointing panel or assessment team members), the Contractor shall take all actions necessary to carry out its responsibilities for conflict of interest avoidance as described above and protection of proprietary and sensitive data, as set forth in the approved OCI Avoidance Plan and the terms of this contract to include NFS clause 1852.237-72, ACCESS TO SENSITIVE INFORMATION (JUN 2005). The Contractor shall ensure that all personnel (including subcontractor personnel and consultants) proposed to work on the task order have been trained with regard to their responsibilities concerning PCIs, OCIs, limitations on future contracting, and protection of proprietary and sensitive data.

(g) Contractor's response to Task Order Requests: Within two (2) business days of receipt of a Task Order request, the Contractor shall notify the Contracting Officer of all potential or actual PCIs or OCIs and provide a report detailing:

(1) The nature of any potential or actual OCI or PCI.

(2) Plan for avoiding, neutralizing, or mitigating:

(i) OCIs as described in paragraphs (b) and (c) of this clause, and/or

(ii) PCIs as described in paragraphs (d) and (e).

Additionally, the Contractor shall notify the Contracting Officer of any modifications it intends to make to its OCI Avoidance Plan provisions related to the protection of proprietary and sensitive data for the work to be performed under the Task Order.

(h) Government response to a report of a potential or actual OCI or PCI: The Contracting

Officer will review the report and determine which of the following approaches is in the best interest of the Government and shall so advise the Contractor:

(1) The Contractor shall perform consistent with the Task Order and the Contractor’s plan to avoid, mitigate, or neutralize, the conflict;

(2) The Contractor shall not perform the Task Order and it will be cancelled; or

(3) The Task Order shall be modified to remove the conflict.

(i) Additional requirements:

(1) The limitations on future contracting resulting from the Contractor's performance are identified in NFS clause 1852.209-71, LIMITATION OF FUTURE CONTRACTING

(DEC 1988).

(2) The Contractor shall include this clause in all subcontract(s) regardless of tier.

(3) The Contractor shall notify the Government of any actual OCI or PCI within two (2) business days of whenever the Contractor becomes aware of the OCI or PCI.

H.3 LIMITATION OF FUTURE CONTRACTING (NFS 1852.209-71) (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) During the performance of this contract, the Contractor will unavoidably encounter

Organizational Conflicts of Interest in the form of conflicting roles that have the potential to bias the Contractor's judgment, such as:

(1) the evaluation or assessment of the work product of the Contractor or of the Contractor’s competitors,

(2) performance of a proposal evaluation, assessment, or study the results of which could potentially impact the Contractor’s interests,

(3) performance on any work arising from, or related to, any proposal evaluation, assessment, or study on which it performed these services, except as required in performance of this contract, and

(4) access to proprietary information or data of other Contractors and/or Government sensitive, nonpublic information or data, which information or data may provide the Contractor with an unfair competitive advantage. For the purpose of this clause, the term Contractor includes the Contractor’s business units and divisions, as well as the Contractor’s parent company, subsidiaries, affiliates, and successors (as applicable).

For the purpose of this contract, “sensitive” information is defined in the Access to Sensitive Information clause of this contract.

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

(1) The Contractor shall not IN ANY CAPACITY:

(i) Support any proposal submitted in response to a NASA Science Mission

Directorate (SMD) issued Broad Agency Announcement (BAA), including SMD released Announcements of Opportunity (AOs); or

(ii) Perform any work arising from, or related to, any proposal evaluation, assessment, or study which the Contractor performs under this contract.

(2) These restrictions shall remain in effect for a reasonable time after the Contractor’s performance under this contract has ended, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias.

This time shall in no case be less than the duration of the initial contract arising from the proposal evaluation, assessment, or study on which the Contractor and its subcontractors and consultants performed these services.

(3) To the extent that the work under this contract requires access to proprietary, sensitive, business confidential, or financial data of other companies, and as long as these data remain proprietary, sensitive, or confidential, the Contractor and its subcontractors and consultants shall protect these data from unauthorized use and disclosure and agrees not to use the data for any other purpose including, but not limited to, competing for future work.

(d) The Contractor shall include this clause in all subcontract(s) regardless of tier.

H.4 RESERVED

H.5 TASK ORDERING PROCEDURE (NFS 1852.216-80) (OCT 1996)

(a) Only the Contracting Officer may issue task orders to the Contractor, providing specific authorization or direction to perform work within the scope of the contract and as specified in the Schedule. The Contractor may incur costs under this contract in performance of task orders and task order modifications issued in accordance with this clause. No other costs are authorized unless otherwise specified in the contract or expressly authorized by the Contracting Officer.

(b) Prior to issuing a task order, the Contracting Officer shall provide the Contractor with the following data:

(1) A functional description of the work identifying the objectives or results desired from the contemplated task order.

(2) Proposed performance standards to be used as criteria for determining whether the work requirements have been met.

(3) A request for a task plan from the Contractor to include the technical approach, period of performance, appropriate cost information, and any other information required to determine the reasonableness of the Contractor's proposal.

(c) Within seven (7) calendar days or less, as determined by the Contracting Officer, after receipt of the Contracting Officer's request, the Contractor shall submit a task plan which shall include, but not be limited to, technical approach to completing the work including a staffing plan, proposed subcontracts including consultants, place of performance, proposed cost and fee estimate, rationale to support pricing for subcontracts, travel, and other direct costs, and any other information pertinent to the completion of the task order. The Contractor shall use the fully burdened” fixed hourly rates set forth in Section J, Exhibit C, Schedule of Rates, for establishing the estimated cost. On occasion, expertise may be required at a labor rate lower or higher than the schedule of rates set forth above. The Contractor shall provide rationale for use of a lower or higher rate. The Contractor shall comply with task ordering requirements relative to Organizational Conflicts of Interest and personal conflicts of interest as defined in clause H.2 ORGANIZATIONAL CONFLICTS OF INTEREST (LaRC 52.227-96) (NOV 2014).

(d) After review and any necessary discussions, the Contracting Officer may issue a task order to the Contractor containing, as a minimum, the following:

(1) Date of the order.

(2) Contract number and order number.

(3) Functional description of the work identifying the objectives or results desired from the task order, including special instructions or other information necessary for performance of the task.

(4) Performance standards, and where appropriate, quality assurance standards.

(5) Maximum dollar amount authorized (cost and fee or price).

(6) Any other resources (travel, materials, equipment, facilities, etc.) authorized.

(7) Delivery/performance schedule including start and end dates.

(8) Funding.

(e) The Contractor shall provide acknowledgment of receipt to the Contracting Officer within three (3) calendar days after receipt of the task order.

(f) If time constraints do not permit issuance of a fully defined task order in accordance with the procedures described in paragraphs (a) through (d), a task order which includes a ceiling price may be issued.

(g) The Contracting Officer may amend tasks in the same manner in which they were issued.

(h) In the event of a conflict between the requirements of the task order and the Contractor's approved task plan, the task order shall prevail.

(End of clause)

H.6 SECURITY PROGRAM/FOREIGN NATIONAL EMPLOYEE ACCESS REQUIREMENTS

(LaRC 52.204-91) (APRIL 2014)

(a) Applicable Definitions:

(1) Foreign National: Any person who is not a U.S. citizen and who is not a lawful 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).

(2) 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:

(1) 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. 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 (IVC).

(C) Requirements for Center Access for LPRs:

(1) Visit requests should be submitted directly to the Badge and Pass Office (BPO) 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 (STTCP) 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.

(End of clause)

H.7 REQUIREMENTS FOR ACCESS TO NASA LANGLEY RESEARCH CENTER (LaRC

52.204-92) (AUG 2014)

(a) Visitors seeking entry to NASA Langley Research Center 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.

http://www.dhs.gov/real-id-public-faqs http://www.dhs.gov/real-id-public-faqs mailto:michelle.m.sowden@nasa.gov

(b) A state-issued ID that is non-compliant with the REAL ID standards cannot be used for access to the Center.

(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.

(End of clause)

H.8 OBSERVATION OF REGULATIONS AND IDENTIFICATION OF CONTRACTOR’S

EMPLOYEES (LaRC 52.211-104) (JANUARY 2013)

(a) The Contractor shall require its employees to observe and obey all rules and regulations as prescribed by the authorities at LaRC and other installations including all applicable Federal, NASA, and Langley safety, health, environmental and security regulations.

(b) At all times while on NASA property, the Contractor shall require its employees, subcontractors, and agents to display a valid NASA issued identification badge. Contractors shall be held accountable for these identification badges, and may be required to validate its active employees on an annual basis with the NASA Office of Security Services. Immediately upon employee termination or contract completion, the Contractor shall return NASA identification badges and facility keys to the NASA LaRC Badge and Pass Office. All NASA identification badges and facility keys remain the property of NASA and the Government reserves the right to invalidate such badges at any time.

(End of clause)

H.9 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR

The completed provision FAR 52.204-8, Annual Representations and Certifications, including any amended representation(s) made at paragraph (b) of the provision; and other representations, certifications and other statements contained in Section K completed and submitted as part of the offer are hereby incorporated by reference in this resulting contract.

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

SECTION I

PART II – CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

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

For Federal Acquisition Regulation (FAR) clauses, see https://www.acquisition.gov/browse/index/far.

For NASA FAR Supplement (NFS) clauses, see https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf.

(End of clause)

I.2 AUTHORIZED DEVIATIONS IN CLAUSES (FAR 52.252-6) (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any NASA FAR Supplement (48 CFR 18) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of clause)

I.3 CLAUSES INCORPORATED BY REFERENCE

FAR CLAUSE

NUMBER

FAR CLAUSE TITLE

52.202-1 DEFINITIONS (NOV 2013)

52.203-3 GRATUITIES (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (SEP 2006)

52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (MAY 2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (OCT 2010)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT

(OCT 2015)

52.203-14 DISPLAY OF HOTLINE POSTER(S) (OCT 2015)

https://www.acquisition.gov/browse/index/far https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

Paragraph (3)(i) and (3)(ii) Fill-in: NASA LaRC Office of Inspector General and (757) 864-3262

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (DEC 2011)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (APR 2014)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER

FIBER CONTENTPAPER (MAY 2011)

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL (JAN 2011)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS (OCT 2018)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT

2018)

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION

REGARDING RESPONSIBILITY MATTERS (OCT 2018)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS (NOV 2015)

52.210-1 MARKET RESEARCH (APR 2011)

52.215-2 AUDIT AND RECORDS-NEGOTIATION (OCT 2010)

52.215-8 ORDER OF PRECEDENCE-UNIFORM CONTRACT FORMAT (OCT

1997)

52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA-

MODIFICATIONS (AUG 2011)

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA-

MODIFICATIONS (OCT 2010)

52.215-14 INTEGRITY OF UNIT PRICES (OCT 2010)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2010)

52.215-17 WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR

POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS

(JULY 2005)

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND

DATA OTHER THAN CERTIFIED COST OR PRICING DATA-

MODIFICATIONS (OCT 2010) - ALTERNATE IV (OCT 2010) Fill-in:

(b) To be determined at the time such proposal modification information is requested.

52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES (OCT 2009)

52.216-7 ALLOWABLE COST AND PAYMENT (AUG 2018)

Paragraph (a)(3) Fill-in: The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

52.216-8 FIXED FEE (JUN 2011)

52.216-18 ORDERING (OCT 1995) Paragraph (a) Fill-in: contract effective date through the end of the contract period of performance.

52.216-19 ORDER LIMITATIONS (OCT 1995) Paragraph (a); (b)(1); (b)(2);

(b)(3); and (3) Fill-ins: $5,000.00; $10,000,000.00; $10,000,000.00; 14;

and 3 calendar days.

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) Fill-in: prior to the expiration of the contract.

52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018)

52.219-14 LIMITATIONS ON SUBCONTRACTING (JAN 2017)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM

REREPRESENTATION (JUL 2013)

Offeror Fill-In if Applicable: The Contractor represents that it X is, is not a small business concern under NAICS Code 541715 assigned to contract number 80LARC20C00XX.

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB

1997)

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990) Paragraph (a) Fill-in: zero

52.222-3 CONVICT LABOR (JUNE 2003)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

52.222-26 EQUAL OPPORTUNITY (SEPT 2016)

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL

2014)

52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL

LABOR RELATIONS ACT (DEC 2010)

52.222-50 COMBATING TRAFFICKING IN PERSONS (JAN 2019)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

52.223-5

POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION

(MAY 2011)

52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

52.223-15 ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS

(DEC 2007)

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING (AUG 2011)

52.225-1 BUY AMERICAN-SUPPLIES (MAY 2014)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN2008)

52.227-1 AUTHORIZATION AND CONSENT (DEC 2007) - ALTERNATE I

(APR1984)

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND

COPYRIGHT INFRINGEMENT (DEC 2007)

52.227-11 PATENT RIGHTS-OWNERSHIP BY THE CONTRACTOR (MAY

2014) AS MODIFIED BY NFS 1852.227-11 PATENT RIGHTS—

OWNERSHIP BY THE CONTRACTOR (APR 2015)

Paragraph (j) Fill-in: Communications.

Patent Representative Office of Chief Counsel NASA Langley Research Center Hampton, VA 23681-2199

52.227-14 RIGHTS IN DATA-GENERAL (MAY 2014) - ALTERNATE II (DEC

2007) AS MODIFIED BY NFS 1852.227-14 RIGHTS IN DATA--

GENERAL (APR 2015) (added as Subparagraph 4 of Paragraph (d)).

NOTE: FAR 52.227-14 (no alternate) applies unless an alternate version is included in a particular task order issued under this contract.

52.227-16 ADDITIONAL DATA REQUIREMENTS (JUNE 1987)

52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUNE 1987) Offeror

Fill-in: Except for data contained on pages none it is agreed that as a condition of award of this contract, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights (as defined in the “Rights in Data-General” clause contained in this contract) in and to the technical data contained in the proposal dated 2/17/15 , upon which this contract is based.

52.228-7 INSURANCE-LIABILITY TO THIRD PERSONS (MAR 1996)

52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

52.232-17 INTEREST (MAY 2014)

52.232-22 LIMITATION OF FUNDS (APR 1984)

52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

52.232-25 PROMPT PAYMENT (JAN 2017)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER-SYSTEM FOR

AWARD MANAGEMENT (OCT 2018)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN

2013)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (DEC 2013)

52.233-1 DISPUTES (MAY 2014) - ALTERNATE I (DEC1991)

52.233-3 PROTEST AFTER AWARD (AUG 1996) - ALTERNATE I (JUNE

1985)

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT

2004)

52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAY 2014)

52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)

52.242-13 BANKRUPTCY (JULY 1995)

52.243-2 CHANGES-COST-REIMBURSEMENT (AUG 1987) - ALTERNATE V

(APR 1984)

52.244-2 SUBCONTRACTS (OCT 2010) Fill-in Paragraphs (d) and (j): None and None

52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (AUG 2019)

52.245-1 GOVERNMENT PROPERTY (JAN 2017)

52.245-9 USE AND CHARGES (APR 2012)

52.246-25 LIMITATION OF LIABILITY-SERVICES (FEB 1997)

52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

52.249-14 EXCUSABLE DELAYS (APR 1984)

52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

NFS CLAUSE

NUMBER

NFS CLAUSE TITLE

1852.203-70 DISPLAY OF INSPECTOR GENERAL HOTLINE POSTERS (JUN

2001)

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS (AUG 2014)

1852.204-76

SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION

TECHNOLOGY RESOURCES (JAN 2011)

1852.216-89 ASSIGNMENT AND RELEASE FORMS (AUG 2016)

1852.235-70 CENTER FOR AEROSPACE INFORMATION (DEC 2006)

I.4 SECURITY REQUIREMENTS (FAR 52.204-2) (AUG 1996)

(a) This clause applies to the extent that this contract involves access to information classified “Confidential,” “Secret,” or “Top Secret.”

(b) The Contractor shall comply with-

(1) The Security Agreement ( DD Form 441), including the National Industrial Security Program Operating Manual (DoD 5220.22-M); and

(2) Any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

(End of clause)

I.5 INDEFINITE QUANTITY (FAR 52.216-22) (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period;

provided, that the Contractor shall not be required to make any deliveries under this contract after 12 months from the end of contract performance.

(End of clause)

I.6 SECURITY CLASSIFICATION REQUIREMENTS (NFS 1852.204-75) (SEP 1989)

Performance under this contract will involve access to and/or generation of classified information, work in a security area, or both, up to the level of Top Secret. See Federal Acquisition Regulation clause 52.204-2 in this contract and DD Form 254, Contract Security Classification Specification, Attachment Exhibit G.

(End of clause)

I.7 OMBUDSMAN (NFS 1852.215-84) (NOV 2011) - ALTERNATE I (JUN 2000)

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns from Offerors, potential Offerors, and Contractors during the preaward and postaward phases of this acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the ombudsman is not to diminish the authority of the contracting officer, the Source Evaluation Board, or the selection official. Further, the ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of formal contract disputes. Therefore, before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution.

(b) If resolution cannot be made by the contracting officer, interested parties may contact the installation ombudsman, Cathy Magnum, Associate Director, NASA Langley Research Center, Mail Stop 010, Hampton, VA 23681-2199; phone (757) 864-4333; facsimile (757) 864-6669.

Concerns, issues, disagreements, and recommendations which cannot be resolved at the installation may be referred to the NASA ombudsman, the Deputy Assistant Administrator for Procurement, William G. Roets at 202-358-4483, facsimile, 202-358-3082, e-mail: agency-procurementombudsman@nasa.gov. Please do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Contracting Officer or as specified elsewhere in this document.

(c) If this is a task or delivery order contract, the ombudsman shall review complaints from Contractors and ensure they are afforded a fair opportunity to be considered, consistent with the procedures of the contract.

(End of clause)

I.8 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (NFS 1852.225-71) (FEB 2012)

(DEVIATION)

(a) Definition - “China” or “Chinese-owned company” means the People’s Republic of China, any company owned by the People’s Republic of China or any company incorporated under the laws of the People’s Republic of China.

(b) Public Laws 112-10, Section 1340(a) and 112-55, Section 539, restrict NASA from contracting to participate, collaborate, coordinate bilaterally in any way with China or a Chinese-owned company using funds appropriated on or after April 25, 2011. Contracts for commercial and non-developmental items are exempted from the prohibition because they constitute mailto:agency-procurementombudsman@nasa.gov mailto:agency-procurementombudsman@nasa.gov purchase of goods or services that would not involve participation, collaboration, or coordination between the parties.

(c) This contract may use restricted funding that was appropriated on or after April 25, 2011.

The Contractor shall not contract with China or Chinese-owned companies for any effort related to this contract except for acquisition of commercial and non-developmental items. If the Contractor anticipates making an award to China or Chinese-owned companies, the Contractor must contact the contracting officer to determine if funding on this contract can be used for that purpose.

(d) Subcontracts - The Contractor shall include the substance of this clause in all subcontracts made hereunder.

(End of clause)

I.9 ACCESS TO SENSITIVE INFORMATION (NFS 1852.237-72) (JUN 2005)

(a) As used in this clause, “sensitive information” refers to information that a Contractor has developed at private expense, or that the Government has generated that qualifies for an exception to the Freedom of Information Act, which is not currently in the public domain, and which may embody trade secrets or commercial or financial information, and which may be sensitive or privileged.

(b) To assist NASA in accomplishing management activities and administrative functions, the Contractor shall provide the services specified elsewhere in this contract.

(c) If performing this contract entails access to sensitive information, as defined above, the Contractor agrees to —

(1) Utilize any sensitive information coming into its possession only for the purposes of performing the services specified in this contract, and not to improve its own competitive position in another procurement.

(2) Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

(3) Allow access to sensitive information only to those employees that need it to perform services under this contract.

(4) Preclude access and disclosure of sensitive information to persons and entities outside of the Contractor’s organization.

(5) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure.

(6) Obtain a written affirmation from each employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this contract.

(7) Administer a monitoring process to ensure that employees comply with all reasonable security procedures, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

(d) The Contractor will comply with all procedures and obligations specified in its Organizational Conflicts of Interest Avoidance Plan, which this contract incorporates as a compliance document.

(e) The nature of the work on this contract may subject the Contractor and its employees to a variety of laws and regulations relating to ethics, conflicts of interest, corruption, and other criminal or civil matters relating to the award and administration of government contracts.

Recognizing that this contract establishes a high standard of accountability and trust, the Government will carefully review the Contractor’s performance in relation to the mandates and restrictions found in these laws and regulations. Unauthorized uses or disclosures of sensitive information may result in termination of this contract for default, or in debarment of the Contractor for serious misconduct affecting present responsibility as a government Contractor.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), suitably modified to reflect the relationship of the parties, in all subcontracts that may involve access to sensitive information

(End of clause)

I.10 RELEASE OF SENSITIVE INFORMATION (NFS 1852.237-73) (JUN 2005)

(a) As used in this clause, "sensitive information" refers to information, not currently in the public domain, that the Contractor has developed at private expense, that may embody trade secrets or commercial or financial information, and that may be sensitive or privileged.

(b) In accomplishing management activities and administrative functions, NASA relies heavily on the support of…