CMOE II Final RFP Section A-M Amendment 00006.pdf

80LARC23R0001

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 perform the requirements set forth in the Statement of Work (SOW) entitled Center Maintenance, Operation, and Engineering II (CMOE II) Exhibit A and Contract Data Requirements Description (DRD) Exhibit B incorporated in Section J. Work performed under Contract Line Items (CLINs) 10X, 20X and 30X will be Cost-Plus-Award-Fee (CPAF).

In addition, the Contractor shall provide all resources and services (except as may by expressly stated in this contract as furnished by the Government) necessary to successfully perform all phase-in activities in CLIN 0000, in accordance with the Contract Exhibit B- DRD No. C.32 Phase-in Plan.

Work Performed under CLINs 401, 402, 403, 501, 502 and 503 will be issued as Indefinite Delivery/Indefinite Quantity (IDIQ) CPAF, CPFF or FPP task orders. The government will issue task order throughout the life of the contract in accordance with Clause H.4 Task Ordering Procedure.

The Contract Line-Item Number (CLIN) structure and associated SOW Section and contract type is as follows:

Table B.1 CMOE II CLIN Descriptions

CLIN* Description Contract Type**

Phase-In: Contractor shall complete all phase-in activities as required in the Contractor’s phase-in plan (Exhibit M, Phase-In Plan (TBP))

FFP

10X

Core Maintenance: Contractor shall provide services as identified in Exhibit A, SOW, Section 1.

CPAF

20X

Core Operations: Contractor shall provide services as identified in Exhibit A, SOW, Section 2.

CPAF

30X

Core Engineering: Contractor shall provide services as identified in Exhibit A, SOW, Section 3.

CPAF

401 Center Indefinite Delivery Indefinite Quantity (IDIQ): Contractor shall provide services as identified in Exhibit A, SOW, Section 4.

CPAF

402 FFP

403 CPFF

501 IDIQ Other NASA Centers, Government

Agencies, and Industry Partners: Contractor shall provide services as identified in Exhibit A, SOW, Section 5.

CPAF

502 FFP

503 CPFF

*The "X" will identify the base (0) and option periods for the Core requirements only.

**The following items shall be non-fee bearing (both direct and indirect costs): All Other Direct Costs (ODCs) including materials and supplies (including materials and supplies procured through subcontracts); equipment; software licenses; training; travel; and other ODCs that may be proposed by the Offeror. Reference Section I clause 52.216-11, Cost Contract-No Fee, and Exhibit B, DRD for financial reporting requirements.

(End of Clause)

B.4. 1852.216-85 ESTIMATED COST AND AWARD FEE. (SEP 1993)

The estimated cost of this contract is $To Be Proposed ($TBP). The maximum available award fee, excluding base fee, if any, is $TBP. The base fee is $0. Total estimated cost, base fee, and maximum award fee are ($TBP).

Due to variations in workload from fiscal year to fiscal year, the Contracting Officer reserves the right to move unused contract value from one CLIN to another CLIN and from one period to the next period. The ability to move unused CLIN values rests solely with the Government. NOTE: Reference clause H.21, Annual Service Plan, regarding changes to the estimated cost and maximum available award fee resultant from changes in the Government’s requirements as managed through the Annual Service Plan.

B.5. MINIMUM AND MAXIMUM INDEFINITE DELIVERY, INDEFINITE

QUANTITY (IDIQ) CONTRACT VALUE (LaRC 52.216-90) (AUG 2021) – CLINs 401, 402, 403, 501, 502 and 503

The Government will order through the issuance of task orders a minimum quantity of work of $0 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 of CLIN’s 401, 402, and 403 is $400M and for CLIN’s 501, 502 and 503 is $50M for the total ten-year period of performance. Due to variations in workload, the Contracting Officer reserves the right to move unused contract value between all CLINs across the contract. This decision is entirely within the discretion of the Government.

B.6. TOTAL CONTRACT VALUE

The table below contains the overall total potential contract value. Clause B.4, Estimated Cost and Award Fee (1852.216-85), contains the total value of the contract through the base period and any exercised option periods. Clause F.2, Periods of Performance, provides the performance period details for each period, including the phase-in.

Table B.2

CMOE CLIN Value Structure

Period CLIN Estimated

Cost

Maximum Available

Award Fee

(AF)

Total Estimated

Cost & Maximum

AF Total

Phase-In 000 N/A N/A N/A $TBP

Base 100 $TBP $TBP $TBP $TBP

200 $TBP $TBP $TBP $TBP

300 $TBP $TBP $TBP $TBP

Total Core 100, 200, 300 $TBP $TBP $TBP $TBP

Option 1 101 $TBP $TBP $TBP $TBP

201 $TBP $TBP $TBP $TBP

301 $TBP $TBP $TBP $TBP

Total Core 101, 201, 301 $TBP $TBP $TBP $TBP

Option 2 102 $TBP $TBP $TBP $TBP

202 $TBP $TBP $TBP $TBP

302 $TBP $TBP $TBP $TBP

Total Core 102, 202, 302 $TBP $TBP $TBP $TBP

Option 3 103 $TBP $TBP $TBP $TBP

203 $TBP $TBP $TBP $TBP

303 $TBP $TBP $TBP $TBP

Total Core 103, 203, 303 $TBP $TBP $TBP $TBP

Option 4 104 $TBP $TBP $TBP $TBP

204 $TBP $TBP $TBP $TBP

304 $TBP $TBP $TBP $TBP

Total Core 104, 204, 304 $TBP $TBP $TBP $TBP

CMOE CLIN Value Structure

Period CLIN Estimated

Cost Maximum Available

Award Fee

(AF)

Total Estimated

Cost & Maximum

AF

Total

Option 5 105 $TBP $TBP $TBP $TBP

205 $TBP $TBP $TBP $TBP

305 $TBP $TBP $TBP $TBP

Total Core 105, 205, 305 $TBP $TBP $TBP $TBP

IDIQ 401 N/A N/A N/A

402 N/A N/A N/A 403 N/A N/A N/A 501 N/A N/A N/A 502 N/A N/A N/A 503 N/A N/A N/A

Total IDIQ 401 thru 503 N/A N/A N/A

Contract Summary Phase-in 000 N/A N/A N/A $TBP

100 thru 105 $TBP $TBP $TBP $TBP 200 thru 205 $TBP $TBP $TBP $TBP 300 thru 305 $TBP $TBP $TBP $TBP

Total Core 100 thru 305 $TBP $TBP $TBP $TBP 401 N/A N/A N/A 402 N/A N/A N/A 403 N/A N/A N/A 501 N/A N/A N/A 502 N/A N/A N/A 503 N/A N/A N/A

Total IDIQ 401 thru 503 N/A N/A N/A

Total Contract

$TBP $TBP $TBP $TBP

B.7. 1852.232-81 CONTRACT FUNDING. (JUN 1990)

(a) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of

Funds clause, the total amount allotted by the Government to this contract is listed below.

This allotment is for 10X, 20X, and 30X and covers the following estimated period of performance: Contract effective date through TBD.

CLIN 10X TBD

CLIN 20X TBD

CLIN 30X TBD

(b) An additional amount of See table below is obligated under this contract for payment of fee.

(c) Total funding for CLINs 401, 402, 403, 501, 502, and 503 is also listed below.

Table B.3

CLIN

Estimated Cost

Maximum Available Award Fee

(AF)

Fixed Fee

(FF)

Total Estimated Cost & Maximum (AF) FFP Total

000 N/A N/A N/A N/A $TBD $TBD

10X $TBD $TBD N/A $TBD N/A $TBD

20X $TBD $TBD N/A $TBD N/A $TBD

30X $TBD $TBD N/A $TBD N/A $TBD

Total Core $TBD $TBD N/A $TBD N/A $TBD

401 $TBD $TBD N/A $TBD N/A $TBD

402 N/A N/A N/A N/A $TBD $TBD

403 $TBD N/A $TBD $TBD N/A $TBD

501 $TBD $TBD N/A $TBD N/A $TBD

502 N/A N/A N/A N/A $TBD $TBD

503 $TBD N/A $TBD $TBD N/A $TBD

Total IDIQ $TBD $TBD $TBD $TBD $TBD $TBD

Total Contract $TBD $TBD

$TBD $TBD $TBD $TBD

B.8. INDEFINITE-DELIVERY/INDEFINITE-QUANTITY (IDIQ)

DIRECT/INDIRECT RATES AND PROFIT/FEE RATES – CLINs 401, 402, 403, 501, 502 and 503

(a) The purpose of this clause is to set forth the Not-to-Exceed burdened labor rates (thru all applicable indirect costs, excluding profit/fee), indirect rates, and profit/fee to be utilized when estimating and pricing all IDIQ task orders.

(b) Work that is of a nonrecurring nature and cannot be sufficiently identified or quantified in advance is identified as IDIQ work. IDIQ Task Orders may be issued under CLINs 401, 402, 403, 501, 502 and 503 for any of the SOW areas in accordance with SOW Sections 4 and 5 (reference clause H.4, Task Ordering Procedure (1852.216-80)).

(c) The Contractor shall utilize the rates in Exhibit C, IDIQ Direct/Indirect Rates and

Profit/Fee, in establishing the total cost/price for each task order. If specialized needs arise not covered under the existing labor categories, the Contractor shall propose the appropriate resource and support for the proposed rate. The Contractor may propose rates less than, but not exceeding, the rates in Exhibit C IDIQ Direct/Indirect Rates and Profit/Fee, unless otherwise approved by the Contracting Officer.

(d) Labor categories may be added upon bilateral agreement provided the requirements warrant additions.

(e) Clause H.23, Adjustments to Exhibit C Rates, provides requirements applicable to any revisions to the burdened labor rates contained within Exhibit C.

B.9. ESTIMATED COST AND FIXED FEE (1852.216-74)(DEC 1991) - CLINs 403 and

The estimated cost of this contract for CLIN 403 is $TBD exclusive of the fixed fee of $TBD. The total estimated cost and fixed fee for CLIN 403 is $TBD. The estimated cost of this contract for CLIN 503 is $TBD exclusive of the fixed fee of $TBD. The total estimated cost and fixed fee for CLIN 503 is $TBD.

[END OF SECTION]

PART I – THE SCHEDULE

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1. 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 perform all Core and IDIQ requirements set forth in the following:

Section J, Exhibit A - Statement of Work (SOW) Section J, Exhibit B - Data Requirements Document (DRD) when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer.

(b) Equipment shall be marked in a location that will be human readable, without disassembly or movement of the equipment, when the items are placed in service unless such placement would have a deleterious effect on safety or on the item's operation.

(c) Concurrent with equipment delivery or transfer, the Contractor shall provide the following data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

(4) An explanation of the data used to make the unique identification number.

(d) For equipment no longer needed for contract performance and physically transferred under paragraph (a) of this clause, the following 52.227-14 is required:

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the NASA center receiving activity listed below:

Parcel Post Shipment and Freight Shipments Ship to:

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

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts that require delivery of equipment.

E.2. 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT

(DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

The most current ISO 9001, Quality Management Systems Requirements.

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in -

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require -

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

(End of clause)

E.3. 1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE

FUNCTIONS (OCT 1988)

In accordance with the inspection clause of this contract, the Government intends to perform the following functions at the locations indicated: Conduct periodic surveillance of services, for both on and off-site, provided by the Contractor to ensure conformance to the requirements in the SOW and any task orders. Surveillance by the Government will be in accordance with the Government’s Quality Assurance Surveillance Plan (QASP) and may be conducted by a Government Representative other than the Contracting Officer Representative (COR) or Contracting Officer (CO).

F.2. PERIODS OF PERFORMANCE

(a) The base period of performance of this contract shall be 15-months (exclusive of phase in period) from the effective date if the contract.

(b) Four additional 24-month option periods and one final 9-month exist. The total period of performance (inclusive of the 3-month phase-in period) is 123 months if all options are exercised.

CMOE II Period of Performance Phase-In April 1, 2024 June 30 2024 Base July 1, 2024 September 30, 2025 Option 1 October 1, 2025 September 30, 2027 Option 2 October 1, 2027 September 30, 2029 Option 3 October 1, 2029 September 30, 2031 Option 4 October 1, 2031 September 30, 2033 Option 5 October 1, 2033 June 30, 2034

(c) In addition, each task order issued (CLINs 401, 402, 403, 501, 502, 503) will identify a specific period of performance. Issuance of task orders will not occur beyond the current contract expiration date. Performance of all task orders issued before the end of the contract period of performance shall not exceed 12 months beyond the contract period of performance.

F.3. PHASE-IN AND PHASE-OUT

(a) Contractor Phase-In: The services provided by this contract are vital to meeting the overall NASA mission and continuity must be maintained at a consistently high level without interruption. The Contractor shall meet full performance requirements from the start date of the base contract period. The Phase-In period shall be 3 months prior to the start date of the base contract period. Office space will not be provided by the Government during the Phase-In period. The Contractor shall support, at a minimum, a weekly meeting with the preceding Contractor and Government representatives to discuss/identify problems or areas requiring attention during this Phase-In period. The Contractor shall accomplish Phase-In in accordance with its proposed Exhibit M, Phase- In plan.

(b) Contractor Phase-Out: Phase-Out activities shall be accomplished in accordance with FAR 52.237-3, Continuity of Services.

F.4. PLACE OF PERFORMANCE - SERVICES

The services to be performed under this contact shall be performed at the following location(s): NASA Langley Research Center, Hampton, VA, the Contractor’s facility (if required) and other sites that may be designated or identified in individual task orders by the Contracting Officer.

F.5. LARC 52.211-96 DELIVERY REQUIREMENTS (AUG 2021)

(a) Deliveries are required to be made throughout the contract period of performance.

(b) Delivery shall be f.o.b. destination to the facility listed below or as specified in individual task orders:

National Aeronautics and Space Administration Langley Research Center 4 South Marvin Street (Bldg. 1206) Hampton, VA 23681-2199

(c) The Contractor shall notify the Contracting Officer's Representative (COR) in writing at least 10 business days prior to the scheduled delivery date with a copy of the notification to the Contract Specialist. The notification shall include, as a minimum, the dimensions and weight of each container, the scheduled delivery date, and any Government equipment/service needed for off-loading. Since internal coordination by the Government is necessary to assure the availability of any required Government assistance, failure of the Contractor to comply with this notification requirement may result in delays in unloading the carrier at the f.o.b. destination site and result in additional expenses to the Contractor (e.g., demurrage charges, re-delivery). The Contractor shall make delivery to the f.o.b. destination site between the hours of 8:30 a.m. to 2:30 p.m., Monday through Friday, except for Government holidays, or as otherwise established as a result of the notification requirement cited above.

(d) The Contractor shall instruct either its driver or the driver of the commercial carrier to obtain specific routing instructions to the delivery/installation site from the Transportation and Warehousing Section, 4 South Marvin Street, Building 1206, NASA, Langley Research Center. Failure to do so may cause lack of proper documentation of the delivery and related delays in NASA, Langley Research Center internal processing procedures and payment of the Contractor's invoice(s).

(e) Notwithstanding Government assistance, the Contractor shall retain full responsibility for equipment handling, even if a Contractor's representative is not present during this process.

evaluations will be considered by the Government in its evaluation. The Government's Fee Determination Official (FDO) will determine the award fee amounts based on the Contractor's performance in accordance with Exhibit P Award Fee Evaluation Plan. The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis.

(c) The Government will advise the Contractor in writing of the evaluation results. The

Shared Services Center (NSSC) Financial Management Division (FMD) Accounts Payable (reference Clause G.3, Submission of Vouchers for Payment (1852.232-80)) will make payment based on FDO’s determination and the Contractor’s invoice for the amount of earned fee.

(d) The Contracting Officer may direct the withholding of earned award fee payments until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interest relative to an orderly and timely closeout of the contract. This reserve shall not exceed 15 percent of the contract's total potential award fee or $100,000, whichever is less.

(e) The amount of award fee which can be awarded in each evaluation period is limited to the amounts set forth at Clause G.12 Award Fee Availability Schedule. Award fee which is not earned in an evaluation period cannot be reallocated to future evaluation periods.

(f) (1) Provisional award fee payments will be made under this contract pending the determination of the amount of fee earned for an evaluation period. If applicable, provisional award fee payments will be made to the Contractor on a not more often than monthly basis. The total amount of award fee available in an evaluation period that will be provisionally paid is the lesser of 80% or the prior period's evaluation score.

(2) Provisional award fee payments will be superseded by the final award fee evaluation for that period. If provisional payments exceed the final evaluation score, the Contractor will either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the Contracting Officer.

(3) If the Contracting Officer determines that the Contractor will not achieve a level of performance commensurate with the provisional rate, payment of provisional award fee will be discontinued or reduced in such amounts as the Contracting Officer deems appropriate. The Contracting Officer will notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate.

(4) Provisional award fee payments will be made prior to the first award fee determination by the Government.

(g) Award fee determinations are unilateral decisions made solely at the discretion of the

Government.

G.3. 1852.232-80 SUBMISSION OF VOUCHERS FOR PAYMENT. (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at

FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

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

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

(c) Payment requests.

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

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

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

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract's terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment request described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

(f) Other payment clauses. In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

G.4. 1852.245-71 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY

(JUN 2018) ALTERNATE I (JAN 2011)

Alternate I (JAN 2011) As prescribed in 1845.107-70(b)(4), substitute the following for paragraph (b)(1)(i) of the basic clause:

(i) The Contractor shall not utilize the installation's central receiving facility for receipt of contractor-acquired property. However, the Contractor shall provide listings suitable for establishing accountable records of all such property received, on a monthly basis, to the

SEMO.

G.5. 1852.245-73 FINANCIAL REPORTING OF NASA PROPERTY IN THE

CUSTODY OF CONTRACTORS (JAN 2017)

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the Custody of Contractors, in accordance with this clause, the instructions on the form and NFS subpart 1845.71, and any supplemental instructions for the current reporting period issued by NASA.

(b) (1) Subcontractor use of NF 1018 is not required by this clause; however, the Contractor shall include data on property in the possession of subcontractors in the annual NF 1018.

(2) The Contractor shall mail the original signed NF 1018 directly to the cognizant NASA Center Industrial Property Officer and a copy to the cognizant NASA Center Deputy Chief Financial Officer, Finance, unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

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

(c) (1) The annual reporting period shall be from October 1 of each year through September 30 of the following year. The report shall be submitted in time to be received by October 31st. The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes. Therefore, it is essential that required reports be received no later than October 31st.

(2) Some activity may be estimated for the month in which the report is submitted, if necessary, to ensure the NF 1018 is received when due. However, contractors' procedures must document the process for developing these estimates based on planned activity such as planned purchases or NASA Form 533 (NF 533) Contractor Financial Management Report cost estimates. It should be supported and documented by historical experience or other corroborating evidence, and be retained in accordance with FAR Subpart 4.7, Contractor Records Retention. Contractors shall validate the reasonableness of the estimates and associated methodology by comparing them to the actual activity once that data is available and adjust them accordingly. In addition, differences between the estimated cost and actual cost must be adjusted during the next reporting period. Contractors shall have formal policies and procedures, which address the validation of NF 1018 data, including data from subcontractors, and the identification and timely reporting of errors. The objective of this validation is to ensure that information reported is accurate and in compliance with the NASA FAR Supplement. If errors are discovered on NF 1018 after submission, the contractor shall contact the cognizant NASA Center Industrial Property Officer (IPO) within 30 days after discovery of the error to discuss corrective action.

(3) In addition to an annual report, if at any time during performance of the contract, NASA-owned property in the custody of the contractor has a value of $10 million or more, the contractor shall also submit a report no later than the 21st of each month in accordance with the requirements of paragraph (c)(2) of this clause.

(4) The Contracting Officer may, in NASA's interest, withhold payment until a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit annual NF 1018 reports in accordance with NFS subpart 1845.71, any monthly report in accordance with (c)(3) of this clause, and any supplemental instructions for the current reporting period issued by NASA. Such reserve shall be withheld until the Contracting Officer has determined that NASA has received the required reports. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right.

(d) A final report shall be submitted within 30 days after disposition of all property subject to reporting when the contract performance period is complete in accordance with paragraph (b)(1) through (3) of this clause.

G.6. 1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT

TO FAR 52.245-1. (JAN 2011)

For performance of work under this contract, the Government will make available Government property identified below or in Exhibit G, Government-Furnished Property, of this contract on a no charge-for-use basis pursuant to the clause at FAR 52.245-1, Government Property, as incorporated in this contract. The Contractor shall use this property in the performance of this contract at the Contractor’s facility, NASA LaRC, and at other location(s) as may be approved by the Contracting Officer. Under FAR 52.245-1, the Contractor is accountable for the identified property.

G.7. 1852.245-82 OCCUPANCY MANAGEMENT REQUIREMENTS. (SEP 2017)

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

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

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

(3) NPR 8800.15, Real Estate Management Program

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

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

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

G.8. 1852.245-83 REAL PROPERTY MANAGEMENT REQUIREMENTS (JAN 2011)

(a) In addition to the requirements of the FAR Government Property Clause incorporated in this contract (FAR 52.245-1), the Contractor shall comply with the following in performance of any maintenance, construction, modification, demolition, or management activities of any Government real property:

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

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

(3) NPR 8800.15, Real Estate Management Program

(b) Within 30 calendar days following award, the Contractor shall provide a plan for maintenance of Government real property provided for use under this contract. The Contractor's maintenance program shall enable the identification, disclosure, and performance of normal and routine preventative maintenance and repair. The Contractor shall disclose and report to the Contracting Officer the need for replacement and/or capital rehabilitation. Upon acceptance by the Contracting Officer, the program shall become a requirement under this contract.

(c) Title to parts replaced by the Contractor in carrying out its normal maintenance obligations shall pass to and vest in the Government upon completion of their installation in the facilities. The Contractor shall keep the property free and clear of all liens and encumbrances.

(d) The Contractor shall keep records of all work done to real property, including plans, drawings, charts, warranties, and manuals. Records shall be complete and current.

Record of all transactions shall be auditable. The Government shall have access to these records at all reasonable times, for the purposes of reviewing, inspecting, and evaluating the Contractor's real property management effectiveness. When real property is disposed of under this contract, the Contractor shall deliver the related records to the Government.

(e) The Contracting Officer may direct the Contractor in writing to reduce the work required by the maintenance program authorized in paragraph (b) of this clause at any time.

G.9. LARC 52.213-90 ORDERS USING GOVERNMENT PURCHASE CARD

(P-CARD) (JUN 2022) APPLICABLE TO CLIN 402 ONLY

(a) The Contractor shall accept firm-fixed priced orders placed by authorized Government

Purchase Card (P-Card) users for services under $10,000 (or other limits based on changes to P-Card purchase limitations set forth in FAR Part 2 Micro-purchase threshold definition). The Government P-Card is a purchasing instrument issued through a commercial bank to a Government Agency to facilitate micro purchases. In general, all P-Card orders will be issued by the Contracting Officer's Representative (COR) or Alternative Contracting Officers Representative. If orders are placed by other than the COR or for more than the stated limits, the Contractor shall obtain authorization (Technical Direction) from the COR or CO prior to accepting the order.

(b) The Contractor shall accept and perform only those services within the scope of the contract. In addition, the Contractor shall obtain all Government approvals (e.g., safety, environmental, health) required. Use of P-Card by Government personnel does not alter the requirements or the terms and conditions of this contract.

(c) The Contractor shall utilize rates established in Clause H.4, Task Ordering Procedure (1852.216-80) for the pricing of services and supplies when Government personnel are ordering work directly via the Government P-Card. Any request for work that cannot be priced in accordance with H.4, Task Ordering Procedure (1852.216-80) requires advance approval of the Contracting Officer. The Contractor is responsible for tracking and reporting P-Card orders (See Exhibit B, DRD C.28 Monthly Government Purchase Card (P-Card) Summary, for reporting requirements).

(d) The Government P-Card shall be billed by the Contractor when the work is completed and accepted by the customer.

G.10. PROVIDING GOVERNMENT PROPERTY TO CONTRACTORS

(a) In accordance with FAR 45.102, it is Government policy that Contractors shall furnish all property required for performing Government contracts.

(b) This Government property listed in paragraph (e) of this clause is furnished to the Contractor in an “as-is, where is” condition. The Government makes no warranty regarding the suitability for use of the Government property specified in this contract.

The Contractor may be afforded the opportunity to inspect the Government property as specified in the solicitation.

(c) The Government bears no responsibility for repair or replacement of any lost

Government property, Government property that reaches the end of its useful life during the contract period, or Government property that is beyond economical repair, unless otherwise noted in paragraph (e) of this clause. If any or all of the Government property is lost or becomes no longer usable, the Contractor shall be responsible for replacement of the property if the property is still needed for contract performance or as otherwise directed by the Contracting Officer. Title to all replacement property shall be in accordance with FAR 52.245-1.

(d) Except as provided in this clause, Government property furnished under this contract shall be governed by the Government Property clauses of this contract.

(e) Government property provided under this clause is listed in Exhibit G, Government- Furnished Property.

G.11. PAYMENT OF FIRM-FIXED-PRICE (FFP) PHASE-IN AND FFP IDIQ WORK –

CLINs 000, 402 and 502

In accordance with the Section I clause, 52.232-1, Payments, payments for FFP Phase- In (CLIN 000) and FFP IDIQ task orders (CLIN 402 and 502) will be made by the Government based on receipt of a proper invoice and completion and acceptance of services rendered. Upon request from the Contractor, the Contracting Officer may approve interim milestone payments for task orders under CLIN 402 and 502) with a total value of $100,000 or more AND period of performance duration of 6 months or longer.

G.12. AWARD FEE AVAILABILITY SCHEDULE

(a) The amount of award fee earned shall be determined in accordance with the Award Fee

Evaluation Plan Exhibit P and clause G.2, Award Fee for Service Contracts (1852.216- 76). The following table specifies the award fee available and award fee earned for each evaluation period. Each evaluation period will be 6 months in length, with the exception of the first period (9 months) and last period (9months). At the end of each evaluation period and following the final fee determination, the “Available Award Fee (IDIQ)”, “Total Award Fee Available”, and “Total Award Fee Earned” will be specified by contract modification. NOTE: Reference clause H.21, Annual Service Plan, regarding changes to the “Available Award Fee (Core)” resultant from changes in the Annual Service Plan.

Award Fee Evaluation Period

Available Award Fee (Core)

Available Award Fee

Award Fee Evaluation Period

Available Award Fee (Core)

7/1/2024-3/31/2025

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2025-09/30/2025

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2025-3/31/2026

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2026-09/30/2026

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2026-3/31/2027

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2027-09/30/2027

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2027-3/31/2028

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2028-09/30/2028

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2028-3/31/2029

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2029-09/30/2029

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2029-3/31/2030

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2030-09/30/2030

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2030-3/31/2031

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2031-09/30/2031

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2031-3/31/2032

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2032-09/30/2032

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2032-3/31/2033

$TBP $TBD by Task Orders issued

$TBD $TBD

4/1/2033-09/30/2033

$TBP $TBD by Task Orders issued

$TBD $TBD

10/1/2033-6/30/2034

$TBP $TBD by Task Orders issued

$TBD $TBD

* Paragraphs (b) and (c) below are only applicable to task orders

(b) The maximum award fee amount available to the Contractor on each task order will be established in accordance with clause H.4, Task Ordering Procedure (1852.216-80).

(c) The award fee available for each evaluation period will be determined based on the task orders projected to be performed during that period. If a task order is projected to be started and completed during a particular evaluation period, then the award fee for that particular task order will be included in the award fee available for that period only. If a task order is started in a particular evaluation period and projected to extend beyond that period, then the award fee for that particular task order will be distributed by the Contracting Officer across the appropriate evaluation period(s).

[End of Section]

1. Impaired Objectivity: The Contractor will be required to use its subjective judgment and may have a financial interest in the outcome of performance. The Contractor may provide assessment/evaluation findings of itself, another business division, subsidiary of the same corporation, other entity with which it has a significant financial relationship, or another company, as well as those of its competitors. The conflict results from the potential the Contractor will be required to render impartial advice which appears to be undermined by financial or other business relationships with the entity whose work product is being assessed and/or evaluated. Specific examples under CMOE II include but are not limited to: Test data processing;

engineering assessments.

2. Biased Ground Rules: The Contractor may influence requirements definition for future competitions. The Contractor may participate in the development of requirements/specifications to be incorporated into future solicitations. The conflict results from the potential that key aspects of the procurement would favor its own capabilities and products to the unfair disadvantage of competing vendors. Specific examples under CMOE II include but are not limited to: Construction designs; test facility upgrades and modifications.

3. Unequal Access to Information: The Contractor may have access to nonpublic information and proprietary information that could provide an unfair competitive advantage in a later competition for another contract. Specific examples under CMOE II include but are not limited to: Test data; another company’s proprietary data;

sensitive Government information relating to Government requirements, budget, and mission planning and sources of such information are not limited to those specifically listed in FAR 9.5, but can include for instance, former federal employees who have been hired by an offeror or a member of its team.

4. The contractor may provide systems engineering and technical direction for systems for which the contractor does not have overall responsibility for as described in FAR 9.505-1. As such, the contractor may be in a position to favor its own products and capabilities.

5. Specific examples under CMOE II include but are not limited to: determining specifications; identifying and resolving interface problems; developing test requirements.

6. The Contractor may be engaged in work closely associated with inherently Governmental functions covered by FAR 3.1101 and circumstances may arise to favor the personal situation of an employee.

Specific examples under CMOE II include but are not limited to: Assisting in the development of specifications to be performed under separate contracts; performing test data processing of a company’s data for which employee owns stock or has a financial interest; performing engineering assessment of a company’s data for which employee’s spouse is employed.

7. There is a Facility Assurance, Inspection, Monitoring, and Occupational Safety (FAIMOS II) Contractor who is responsible for inspecting the work of the CMOE II Contractor and all of its subcontractors. As such, the CMOE II Contractor would be in a position to evaluate its own work should it compete for or serve as a subcontractor on the FAIMOS II contract (and the Inspection / oversight aspect any successor contract), thus creating a potential conflict of interest.

8. The NASA LaRC facilities were constructed as a national aeronautical research resource to be utilized by private industry, universities, DOD, NASA and other Government agencies. Consequently, tests are conducted in these facilities for aircraft and airframe manufacturers, and aerospace vehicle designers and manufacturers. The CMOE II Contractor operating and maintaining these facilities will be responsible for all major aspects of maintenance and test operation from inception through post-test documentation of test articles that are tested in the facilities and, as a result, will have access to proprietary data developed by other firms (Access by the CMOE II Contractor to Government-sensitive or third-party proprietary data creates a potential OCI.).

Furthermore, the CMOE II Contractor could schedule operations and maintenance to the detriment of competing test customers. If the Contractor or a subcontractor is involved in any design, development or production of aircraft, aerospace or other major systems of a type normally developed, tested or evaluated in LaRC facilities, other aerospace vehicle manufacturers might cease to use NASA LaRC expertise and facilities. This would be detrimental to the purpose of the LaRC facilities as a national resource.

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

1. If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract is required to develop requirements, specifications or statements or work that are to be incorporated into a solicitation the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first-tier subcontractor under an ensuing NASA contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the initial period of performance of the ensuing contract). NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

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

3. The Contractor shall not perform work on any contracts to supply systems or any of its major components or be a subcontractor or consultant to a supplier of the system or any of its major components for which it provided systems engineering and technical direction under this contract (Reference FAR 9.505-1).

4. The Contractor, as well as its subcontractors at all tiers, is prohibited from participating under the NASA Langley FAIMOS II contract, or any successor contract, as the prime contractor or as a subcontractor at any tier. This prohibition will be included in the FAIMOS II contract and in any successor contract.

5. The Contractor and its subcontractors at all tiers are restricted, during performance of this contract and for a period of three years after completion of this contract, from engaging (at any tier) in any design, development or production of aircraft, aerospace or other systems or major subsystems developed, tested, or evaluated in LaRC facilities.

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

H.3. LaRC 52.227-96 ORGANIZATIONAL CONFLICTS OF INTEREST (MAY 2021)

(Applicable to all CLINs, and TOs)

(a) For purposes of this clause, the term “Contractor” shall include the prime contracting entity’s parent, subsidiaries, divisions, and all affiliated companies that are under common control with such entity. In addition, the prime Contractor shall flow down this clause to all subcontractors.

(b) 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, TDN awards, or task order awards, as appropriate.

(c) In submitting its proposal and/or during the performance of this contract, the Contractor may encounter Organizational Conflicts of Interest in accordance with FAR 9.5 and Clause H.2. The Contracting Officer has determined and identified the following potential conflicts that the Contractor may encounter during performance of this contract:

i. See Clause H.2

(d) The contractor shall provide an update within the Monthly Progress Report (reference

Exhibit B, DRD C.3) to discuss upcoming actions that might result in conflicts, in order to mitigate these conflicts as early as possible. The contractor shall prepare and provide a docket, as part of the Progress Report, consisting of:

i. All active contracts, anticipated contracts and subcontracts, work that the contractor, its parents and subsidiaries are pursuing or intend to pursue.

ii. Work in which the contractor, its parent and subsidiaries are interested.

iii. Upcoming projects for LaRC or other NASA Centers and identification of any potential conflicts.

(e) Contractor’s Response to Contract/Task Order Requests: Within two (2) business days of receipt of a Contract Task Order request causing a conflict to arise, the Contractor shall notify the Contracting Officer and provide a report of a potential conflict detailing:

1.The nature of the conflict;

2.Plan for avoiding, neutralizing or mitigating the conflict; and 3.The benefits and risks associated with acceptance of the plan.

(f) Government Response to a Report of a Potential Conflict: 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 Contract/Task Order and the contractor’s plan to avoid, mitigate, or neutralize the conflict;

2.The Contractor shall not perform the Contract/Task Order; or 3.The Government will modify the Contract/Task Order to remove the identified conflict.

(g) Additional requirements: Any limitations on future contracting resulting from the Contractor’s or its Subcontractor’s performance of the contract requirements are identified in Section H.2, NFS 1852.209-71, Limitation of Future Contracting.

H.4. TASK ORDERING PROCEDURE (1852.216-80) (OCT 1996) – CLINS 401, 402,

403, 501, 502, and 503

(a) A task order may be issued as needed for any work covered by Exhibit A, Statement of Work (SOW). Task orders may be issued as Firm-Fixed-Price (FFP), Cost-Plus-Award- Fee (CPAF), or Cost-Plus-Fixed-Fee (CPFF). The Government will use the Government Purchase Card (P-Card) to the maximum extent practical on all FFP orders below the micro-purchase threshold (reference clause G.9, Orders Using Government Purchase Card (P-Card) (LaRC 52.213-90)). The Contractor shall not process any requests for CPAF or CPFF task orders without prior written approval by the Contracting Officer.

(b) All aspects of the task order process (e.g., initiated, awarded, administered, and closed-out) shall be managed in the Electronic Contract Management System (ECMS) (reference SOW Section 0.5). The Government reserves the right to issue task orders outside of the ECMS.

(c) Only the Contracting Officer or P-Card holder for work under the micro-purchase threshold, 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.

(d) All task order efforts shall be completed in accordance with the contract requirements, in addition to the requirements as stated within the task order.

(e) Prior to issuing a task order, the requestor will provide the Contractor…