SRACES_80MSFC19R0024_-_RFP_and_Phase-In_Purchase_Order.docx

SRACES #80MSFC19R0024

SRACES #80MSFC19R0024

Phase-In Purchase Order Attachment 1 - PWS

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

1852.216-78 FIRM FIXED PRICE (DEC 1988)

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

(End of clause)

MSFC 52.216-91 SUPPLIES AND/OR SERVICES TO BE PROVIDED AND TYPE OF CONTRACT (JUN 2017)

(a) The contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to perform and/or deliver the services in accordance with Section J, Attachment J-1, Performance Work Statement (PWS).

(b) This is a firm-fixed-price (FFP) mission services type contract with three FFP indefinite-delivery indefinite-quantity (IDIQ) components, to include performance-based deductions. The purpose of this contract is to acquire a broad range of strategic research and analysis, communications, and exhibits products and services for NASA's Marshall Space Flight Center (MSFC). This contract provides the following methods for the acquisition of these products and services:

(1) FFP mission services work that can be identified in advance, both in sufficient detail and quantities for products and services required, is identified in Section J, Attachment J-1, Performance Work Statement (PWS), Section 2.0, Contract Management and Control, through Section 6.0, Exhibit Support. Mission services efforts shall be invoiced against the corresponding Mission Services Contract Line Item Number (CLIN) in accordance with MSFC 52.216-92, Matrix of Contract Line Items (CLINs).

(2) Work that cannot be sufficiently identified or quantified in advance, but which is within the general scope of this contract, is identified as IDIQ. IDIQ includes all products and services identified in Section J, Attachment J-1, Performance Work Statement (PWS), Section 7.0, Indefinite-Delivery Indefinite-Quantity (IDIQ). IDIQ work may be authorized by the contracting officer (CO) as FFP task orders (TOs), utilizing IDIQ rates established in Section J, Attachment J-14, Indefinite-Delivery Indefinite-Quantity (IDIQ) Rates Schedule. The Government may order IDIQ task order services in accordance with the procedures set forth in Federal Acquisition Regulation (FAR) 52.216-18, Ordering, and NASA FAR Supplement (NFS) 1852.216-80, Task Ordering Procedure (Alternate II). The three IDIQ components of this contract are identified as follows:

(i) PWS Section 7.2, Supplemental Communications Products and Services - this IDIQ component is for supplemental communications products and/or services that are within the general scope of this contract, but fall outside of the stated mission services efforts detailed in PWS Sections 2.0 through 6.0. This IDIQ component shall utilize labor categories and their corresponding fully burdened labor rates established in Attachment J-14, Indefinite-Delivery Indefinite-Quantity (IDIQ) Rates Schedule, in performance of these efforts. Supplemental communications products and/or services shall be invoiced against the corresponding IDIQ CLIN in accordance with MSFC 52.216-92, Matrix of Contract Line Items (CLINs).

(ii) PWS Section 7.3, Materials, Equipment, and Supplies Purchases - this IDIQ component is for the necessary materials, equipment, and/or supplies required for the performance of this PWS as directed by the Government. Profit shall not be applied by the contractor to these purchases; only the accepted burden rate, established in Attachment J-14, Indefinite-Delivery Indefinite-Quantity (IDIQ) Rates Schedule, may be applied. Material, equipment, and/or supply purchases shall be invoiced against the corresponding IDIQ CLIN in accordance with MSFC 52.216-92, Matrix of Contract Line Items (CLINs).

(iv) PWS Section 7.4, Travel and Training - this IDIQ component is for contractor travel and/or training required for the performance of this PWS as directed by the Government (excluding Government-provided training). Profit shall not be applied by the contractor to these expenses; only the accepted burden rate, established in Attachment J-14, Indefinite-Delivery Indefinite-Quantity (IDIQ) Rates Schedule, may be applied. Travel and/or training expenses shall be invoiced against the corresponding IDIQ CLIN in accordance with MSFC 52.216-92, Matrix of Contract Line Items (CLINs).

(End of clause)

MSFC 52.216-92 MATRIX OF CONTRACT LINE ITEMS (CLINs) (OCT 2017)

The current total contract value is as specified below. To separately track the components of the value, separate CLINs have been established as follows:

Base Period - 08/01/2020 to 07/31/2021

Option Period 1 - 08/01/2021 to 07/31/2022

Option Period 2 - 08/01/2022 to 07/31/2023

Option Period 3 - 08/01/2023 to 07/31/2024

Option Period 4 - 08/01/2024 to 07/31/2025

Note: if exercised, the total potential value of the six-month period permitted by Federal Acquisition Regulation (FAR) 52.217-8, Option to Extend Services, will not exceed one-half of the Mission Services CLIN price plus one-half of each of the maximum value IDIQ CLINs of the prior contract year (with IDIQ CLIN maximum value(s) established in accordance with MSFC 52.216-90, IDIQ Contact Value by Period of Performance). Periods of less than six months will be prorated to reflect the reduced term.

(End of clause)

MSFC 52.216-90 IDIQ CONTRACT VALUE BY PERIOD OF PERFORMANCE (MAY 2017)

This contract provides for performance of firm-fixed-price (FFP) indefinite-delivery, indefinite-quantity (IDIQ) task orders. The maximum potential not-to-exceed (NTE) value for the IDIQ task order component of this contract, including options, is $26,750,000. The NTE IDIQ value shall not be exceeded without the prior written approval of the contracting officer (CO).

The IDIQ value for each Period, by Contract Line Item Number (CLIN), is set forth below:

VALUE

MAXIMUM

VALUE

Base Period - 08/01/2020 to 07/31/2021

Option Period 1 - 08/01/2021 to 07/31/2022

Option Period 2 - 08/01/2022 to 07/31/2023

Option Period 3 - 08/01/2023 to 07/31/2024

Option Period 4 - 08/01/2024 to 07/31/2025

Note: Unused IDIQ value for any period's CLIN may be rolled over to a subsequent period's corresponding CLIN, provided the total corresponding cumulative CLIN value does not exceed the cumulative maximum value for each corresponding CLIN established above.

MSFC 52.227-91 DATA REQUIREMENTS (JUN 2017)

(a) The contractor shall furnish all data identified and described in the data requirements list (DRL) of the data procurement document (DPD) which is attached to this contract. All expenses associated therewith are included in the estimated cost or firm fixed price of this contract, or any associated task orders if applicable.

(b) The Government reserves the right to delay the delivery of any or all data requirements descriptions (DRDs) specified in the DRL and such right may be exercised at no increase to the estimated cost or firm fixed price of this contract or any associated task orders.

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

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

(End of clause)

MSFC 52.237-92 DEDUCTIONS FOR FAILURE TO MEET ACCEPTABLE PERFORMANCE LEVELS (JUN 2017)

(a) The contractor’s performance will be evaluated on a monthly basis. The Government will apply deductions for failure to meet acceptable performance levels (APLs) utilizing the methodology and required performance levels specified in accordance with Section J, Attachment J-3, Performance Requirements Summary (PRS).

(b) The Government will hold recurring performance evaluation meetings (PEMs) with the contractor, based on a schedule determined by the contracting officer (CO), to discuss performance against the established standards and any associated deductions, if applicable. More frequent meetings may be held if determined necessary by the CO.

(c) The contractor shall apply any required deductions for failure to meet APLs on the next invoice/voucher submitted following the period being evaluated.

(d) Notwithstanding the foregoing, the Government’s rights under this clause to reduce contract value for less than optimal performance is in addition to the rights of the Government prescribed in FAR clauses 52.246-2, Inspection of Supplies-Fixed-Price, and 52.246-4, Inspection of Services-Fixed-Price.

(End of clause)

SRACES #80MSFC19R0024

SRACES #80MSFC19R0024

B-5

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

MSFC 52.211-93 DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK/PERFORMANCE WORK STATEMENT (MAY 2019)

The Description/Specifications/Statement of Work/Performance Work Statement is located at Section J, Attachment J-1, Performance Work Statement (PWS).

C-1

SECTION D - PACKAGING AND MARKING

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT (JAN 2011)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA Technical Handbook (NASA-HDBK) 6003, Application of Data Matrix Identification Symbols to Aerospace Parts Using Direct Part Marking Methods/Techniques, and NASA Standard (NASA-STD) 6002, Applying Data Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property: and, (2) contain the data and data format required by the standards. This requirement includes deliverable equipment listed in the schedule and other equipment 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 additional data 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:

NASA/George C. Marshall Space Flight Center Attn: AS41 Central Receiving Facility, Building 4631

MSFC, AL 35812

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

D-2

SECTION E - INSPECTION AND ACCEPTANCE

52.246-2 INSPECTION OF SUPPLIES--FIXED-PRICE (AUG 1996)

52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

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:

E-1

SECTION F - DELIVERIES OR PERFORMANCE

52.242-15 STOP-WORK ORDER (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

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

MSFC 52.211-94 PERIOD OF PERFORMANCE (MAY 2017)

The period of performance for this contract is from August 1, 2020 through July 31, 2021.

(End of clause)

MSFC 52.237-91 PLACE OF PERFORMANCE (JUL 2018)

The contractor shall perform the work under this contract at George C. Marshall Space Flight Center (MSFC), Huntsville, Alabama; National Space Science and Technology Center (NSSTC), Huntsville, Alabama, Wynn Drive (leased facilities), Huntsville, Alabama; Michoud Assembly Facility (MAF), New Orleans, Louisiana; and at such other locations as may be approved in writing by the contracting officer.

F-1

SECTION G - CONTRACT ADMINISTRATION DATA

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

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

1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (APR 2018)

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

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC's Vendor Payment information web site at: https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

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

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

(i) Vouchers.

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

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

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

(D) Progress reports, as required.

(ii) Invoices.

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

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

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

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

(C) A clear explanation of the fee calculations.

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

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

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

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

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

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

(End of clause)

1852.245-71 INSTALLATION—ACCOUNTABLE GOVERNMENT PROPERTY (JUN 2018)

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

NASA Procedural Requirements (NPR) 4100.1, NASA Materials Inventory Management Manual;

NASA Procedural Requirements (NPR) 4200.1, NASA Equipment Management Procedural Requirements;

NASA Procedural Requirement (NPR) 4300.1, NASA Personal Property Disposal Procedural Requirements;

User Responsibilities: The Contractor shall retain responsibility for ensuring proper use, care, and protection (safeguarding) of Installation Accountable Government Property (IAGP) under his/her custody and control. Individuals shall be responsible for the following:

(1) ensuring IAGP is used only in the pursuit of approved programs, or as otherwise authorized;

(2) updating record locations in EQUIPMENT or notifying cognizant Property Custodian, of all equipment location changes;

(3) ensuring that any lost, missing or damaged IAGP is officially reported to his/her supervisor, the appropriate Property Custodian, and the Protective Services Department;

(4) notifying Property Custodian of IAGP not being actively used;

(5) ensuring that IAGP is turned into the Property Disposal Officer through EQUIPMENT or the Property Custodian when no longer needed; under no circumstances will the Contractor dispose of IAGP, whether tagged or untagged; and

(6) notifying the Contracting Officer, cognizant Property Custodian, and the Center’s Supply and Equipment Officer (SEMO) upon termination of employment.

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

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

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

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

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

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

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

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

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

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

X (2) Office furniture.

X (3) Property listed in Section J, Attachment J-12, Installation-Provided Property and Services.

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

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

(4) Supplies from stores stock.

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

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

X (7) Installation service facilities: Section J, Attachment J-12, Installation-Provided Property and Services.

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

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

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

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

(End of clause)

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) NPR 8831.2, Facilities Maintenance and Operations Management.

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

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

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

(End of clause)

MSFC 52.204-91 SECURITY AND BADGING REQUIREMENTS (NOV 2016)

Performance of this contract will require access to facilities, information technology systems, and other resources at the Marshall Space Flight Center and/or the Michoud Assembly Facility. To obtain and maintain access, the Contractor shall comply with the applicable requirements from the latest revision of (1) NASA Procedural Requirements (NPR) 1600.1, NASA Security Program Procedural Requirements, (2) NPR 1600.4, Identity and Credential Management, (3) Marshall Procedural Requirements (MPR) 1600.1, MSFC Security Program Procedural Requirements, (4) MPR 1600.4, MSFC Identity, Credential, and Access Management, and (5) NASA Advisory Implementing Instruction (NAII) 1600.4, Foreign National Access Management.

G-6

SECTION H - SPECIAL CONTRACT REQUIREMENTS

52.236-13 ACCIDENT PREVENTION (NOV 1991) ALTERNATE I (NOV 1991)

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

1852.223-70 SAFETY AND HEALTH MEASURES AND MISHAP REPORTING (DEC 2015)

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

1852.223-76 FEDERAL AUTOMOTIVE STATISTICAL TOOL REPORTING (JUL 2003)

1852.242-72 DENIED ACCESS TO NASA FACILITIES (OCT 2015)

1852.225-70 EXPORT LICENSES (FEB 2000)

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

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

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

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

(End of clause)

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

(a) Of the total price of items Contract Line Item Number (CLIN) 001 through CLIN 004, the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

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

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

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

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

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

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

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

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

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

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

(End of clause)

MSFC 52.209-91 ASSOCIATE CONTRACTOR AGREEMENTS (ACA) (APR 2017)

(a) The contractor shall enter into an ACA for any portion of the contract requiring cooperation and coordination with another NASA contractor in order to achieve successful contract performance.

(b) ACA shall include the following:

(1) Identification of the parties and the relevant NASA contract (see paragraph (e)).

(2) The specific area(s) of the contract requiring cooperation and coordination.

(3) A description of the proposed interfaces for each area.

(4) The specific nature of the cooperation and coordination for each area in terms of sharing technical data, knowledge, expertise, and/or other resources.

(5) Obligations regarding the protection of proprietary information and/or other restrictions on personnel.

(6) The identification of any organizational conflict of interest (OCI) created as a result of the ACA (in addition; resolution of identified OCIs shall be appended to the OCI plan in accordance with Section J, Attachment J-2, Data Procurement Document (DRD), Data Requirements Description (DRD) 1655MA-002, Organizational Conflict of Interest (OCI) Plan).

(7) Expiration date or event.

(c) Prior to execution, a copy of each ACA shall be provided to the Contracting Officer for review and comment. However, notwithstanding the review and comment by the Contracting Officer, the Contractor shall remain fully responsible for the ACA and the successful performance of this contract. Furthermore, the Government shall not be liable in any manner for either a breach of the ACA by a party or the failure to resolve a disagreement with an associate contractor.

(d) Initial ACAs shall be in place within three months of contract award. Subsequent ACAs required during contract performance shall be executed within three months of written notification from the Contracting Officer.

(e) An initial ACA is required for each of the following relevant NASA contracts (or its follow-on contracts, when applicable):

MSFC 52.209-92 DISCLOSURE OF ORGANIZATIONAL CONFLICT OF INTEREST (OCI) AFTER CONTRACT AWARD (MAY 2017)

(a) If the Contractor identifies an actual or potential organizational conflict of interest that has not already been adequately disclosed and resolved (or waived in accordance with FAR 9.503), the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order or resolve the conflict. This reporting requirement also includes subcontractors’ actual or potential organizational conflicts of interest not adequately disclosed and resolved prior to award.

(b) Organizational Conflict of Interest (OCI) Plan. If there is an OCI plan in the contract, the Contractor shall periodically update the plan, based on changes such as changes to the legal entity, the overall structure of the organization, subcontractor arrangements, contractor management, ownership, ownership relationships or modification of the work scope.

(End of clause)

MSFC 52.209-94 RESOLUTION OF ORGANIZATIONAL CONFLICTS OF INTEREST (MAY 2017)

(a) The Organizational Conflict of Interest (OCI) Plan and its obligations (which includes any appended resolution strategies related to identified OCIs), are hereby incorporated in the contract by reference.

(b) Changes.

(1) Either the Contractor or the Government may propose changes to the OCI Plan. Such changes are subject to the mutual agreement of the parties and will become effective only upon incorporating the change into the plan by contract amendment.

(2) In the event that the Government and the Contractor cannot agree upon a mutually acceptable change, the Government reserves the right to make a unilateral change to the OCI Plan as necessary, with the approval of the head of the contracting activity, subject to Contractor appeal as provided in the Disputes clause.

(c) Violation. The Contractor shall report any violation of the OCI Plan, whether by its own personnel or those of the Government or other contractors, to the Contracting Officer. This report shall include a description of the violation and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the violation. After conducting such further inquiries and discussions as may be necessary, the Contracting Officer and the Contractor shall agree on appropriate corrective action, if any, or the Contracting Officer shall direct corrective action.

(d) Breach. Any breach of the above restrictions or any nondisclosure or misrepresentation of any relevant facts required regarding OCI to be disclosed may result in termination of this contract for default or other remedies as may be available under law or regulation.

(e) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts where the work includes or may include tasks related to the OCI. The terms "Contractor" and "Contracting Officer" shall be appropriately modified to reflect the change in parties and to preserve the Government’s rights.

(End of clause)

MSFC 52.223-90 ASBESTOS MATERIAL (AUG 2015)

During performance of this contract, Contractor personnel performing work in MSFC buildings may come in contact with materials containing asbestos. MSFC Buildings 4200, 4201, and 4663 are of special concern since they are known to contain a sprayed on fire insulation on or above the ceiling, usually located on the metal or concrete structure of the buildings. Examples of asbestos-containing material are floor tile, pipe and lagging insulation, exterior siding, roofing felt, and many other building materials. To facilitate communication, MSFC has established a website where the inventory of asbestos-containing material, their condition and approximate location are provided. The URL for this website is http://ais.ndc.nasa.gov/default.aspx. If the Contractor is unable to access this URL, they may contact the Contracting Officer or MSFC’s Environmental, Engineering, and Occupational Health (EEOH) Office (organization code AS10) for assistance. Prior to performing tasks which may disturb building material containing asbestos or suspected asbestos, the Contractor shall notify MSFC’s EEOH Office for assistance. The Contractor shall also be responsible for ensuring that all Contractor personnel working onsite are made aware of and comply with the requirements of this clause.

(End of clause)

MSFC 52.223-91 HAZARDOUS MATERIAL REPORTING (FEB 2016)

(a) If during the performance of this contract, the Contractor transports or accepts delivery of any hazardous materials (hazardous as defined under the latest version of Federal Standard No. 313, including revisions adopted during the term of the contract) on-site to Marshall Space Flight Center (MSFC), the hazardous material shall be processed through MSFC Central Receiving to be bar-coded for inventory. Alternative receiving points may be designated if approval is granted in accordance with Marshall Work Instruction (MWI) 8550.5, Hazardous Material Management. Chemical containers shall be managed in accordance with the provisions of MWI 8550.5. The Contractor shall be responsible for ensuring that all Contractor/subcontractor personnel are made aware of and comply with this clause.

(b) Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of licenses and permits) in connection with hazardous material; or with clauses regarding hazardous materials, which may be contained in the contract and/or order.

(End of clause)

MSFC 52.223-92 ENVIRONMENTAL - GENERAL CLAUSE (AUG 2010)

Contractors performing on-site shall comply with all applicable Environmental policies and procedures including, but not limited to, Marshall Policy Directive (MPD) 8500.1, MSFC Environmental Management Policy, and Marshall Procedural Requirement (MPR) 8500.1, MSFC Environmental Engineering and Occupational Health Program. MSFC contractors performing on-site activities that could potentially impact the environment shall be responsible for following all established NASA/MSFC environmental procedures. These procedures and other applicable policies and procedures are available by contacting the NASA/MSFC Environmental, Engineering, and Occupational Health Office. Failure to comply with environmental policies and procedures, may result in damage to the environment, and could potentially result in regulatory penalties against NASA and/or the Contractor, and Contractor loss of access to NASA/MSFC facilities.

(End of clause)

MSFC 52.223-95 PREVENTION OF AND RESPONSE TO THREATENING OR VIOLENT BEHAVIOR IN THE WORKPLACE (MAR 2017)

The Contractor shall comply with all applicable Contractor responsibilities set forth in Marshall Procedural Requirements (MPR) 1600.2, Prevention of and Response to Threatening or Violent Behavior in the Workplace.

(End of clause)

MSFC 52.223-96 MEDICAL SERVICES (SEP 2018)

Contractors with employees requiring NASA-specific and Occupational Health and Safety Association (OSHA) required medical certification health examinations may utilize the MSFC Medical Center's service provider for such services; however, the Contractor is responsible for all associated costs and payments. The MSFC Medical Center's service provider is located in Building 4249 and is generally open between 7:00 a.m. and 4:30 p.m., Monday through Thursday and 7:00 a.m. to 3:30 p.m. every other Friday (excluding Government holidays, Center-approved closures, early dismissals, or delayed openings), coinciding with the MSFC flexible work schedule. Contractors should utilize the MSFC emergency medical services system for any incident that occurs at MSFC and which requires emergency medical treatment by dialing 911. Additional emergency contact numbers are accessible from the MSFC "Safety, Health and Environmental - SHE" web site located on the ExplorNet web page https://explornet.msfc.nasa.gov/groups/safety-health-and-environmental-she. Refer to Marshall Work Instruction (MWI) 1800.1, MSFC Occupational Medicine, and MWI 3410.1, Personnel Certification Program, for additional information.

(End of clause)

MSFC 52.223-97 MANDATORY AND REQUIRED TRAINING (JUN 2016)

All Contractor personnel performing work onsite at MSFC or Michoud Assembly Facility (MAF) shall complete, in a timely manner, all applicable mandatory and required training courses listed below, as well as any other current or future training requirements specified in the Statement of Work, Performance Work Statement, Specifications, Applicable Documents (including NASA, MSFC and Organizational level directives), Data Requirements Descriptions, other contract clauses and/or the System for Administration, Training, and Educational Resources for NASA (SATERN). SATERN provides web-based access to many required training courses. Contractor employees may be provided access to SATERN. The Contractor shall maintain training records for each employee, documenting the completion of this and any other required training. A list of the mandatory and required training including their titles, delivery method, frequency and target audience is accessible from the MSFC ExplorNet web page at: https://explornet.msfc.nasa.gov/docs/DOC-15683. The content of the list and the training itself are subject to change without notice. Training for its employees and subcontractors shall be the responsibility of the Contractor. Some certification courses are offered to the Contractor on a limited space available basis, and MSFC makes no obligation to provide this training to Contractor personnel. MSFC Contractors may develop their own training for those courses not provided, or obtain it from a qualified outside vendor – this does not give rise to an equitable adjustment to contract value. The course material to be used for certification courses developed by a Contractor and/or verification of certification by an outside vendor, shall be submitted to the MSFC Industrial Safety Branch/Safety, Health, and Environmental (SHE) Training Subcommittee for approval and the training is subject to audit by the Government.

H-3

SECTION I - CONTRACT CLAUSES

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)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (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)

52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS (OCT 2016)

52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (OCT 2016)

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

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (JUL 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)

52.211-5 MATERIAL REQUIREMENTS (AUG 2000)

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 CERTIFIED COST OR PRICING DATA—MODIFICATIONS (AUG 2011)

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA—MODIFICATIONS (DEVIATION 18-04)

52.215-14 INTEGRITY OF UNIT PRICES (OCT 2010)

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

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010)

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)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

52.222-17 NON-DISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)

52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2018)

52.222-20 CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND EQUIPMENT EXCEEDING $15,000 (MAY 2014)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)

52.222-26 EQUAL OPPORTUNITY (SEP 2016)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010)

52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018)

52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDS—PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018)

52.222-50 COMBATING TRAFFICKING IN PERSONS (JAN 2019)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (DEC 2015)

52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2017)

52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997) ALTERNATE I (JUL 1995)

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