80MSFC23R0004-MLSS-II-Request for Proposal-Amendment-P0004.docx

80MSFC23R0004-P0004

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ATTACHMENT A – SUMMARY OF CHANGES

This attachment delineates changes made between Amendment P0003 and Amendment P0004. These changes represent all significant changes but are not intended to be all-inclusive. Grammatical, typographical, and other non-substantive changes have been corrected throughout the RFP.

Attachment A-i

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

The maximum potential not-to-exceed (NTE) value of this contract including options, is $96,300,000. This contract provides for performance of firm-fixed-price (FFP) and time and materials (T&M) indefinite-delivery, indefinite-quantity (IDIQ) task orders. The NTE value shall not be exceeded without the prior written approval of the Contracting Officer.

The values for each period of performance are set forth below:

(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 Attachment J-1, Performance Work Statement (PWS).

(b) The effort will be performed utilizing an indefinite-delivery, indefinite-quantity (IDIQ) contract with firm-fixed-price (FFP) and time and materials (T&M) task orders (TO). Clauses delineated in this contract are applicable as appropriate specific to the type of TO awarded. Center-specific clauses delineated elsewhere in this contract will apply to TO efforts performed at the specified center.

(c) IDIQ ordering shall be performed in accordance with Federal Acquisition Regulation (FAR) Clause 52.216-18, Ordering, FAR Clause 52.216-19, Order Limitations, and NASA FAR Supplement (NFS) Clause 1852.216-80, Task Ordering Procedure - Alternate II. A listing of task orders awarded will be maintained as Attachment J-15, Summary of Task Order Awards.

(d) IDIQ Labor Categories and Labor Rates: Labor categories and associated fully burdened labor rates to be used in development of work packages and resulting IDIQ task orders are included in Attachment J-7, Rates Schedule and Labor Categories.

(e) Other Direct Costs (ODCs) (e.g., travel, training): All ODCs required to support this contract shall be authorized and accounted for within IDIQ TOs. TO ODC burden rates shall not exceed those rates included in Attachment J-7, Rates Schedule and Labor Categories. Profit shall not be applied to ODCs. Travel shall be performed in compliance with the Federal Travel Regulations (FTR). The Government will not pay for expenses that exceed FTRs.

(f) The Contractor shall provide a mix of vehicles to perform and fulfill the contract requirements utilizing a separate task order.

(g) The Contractor is authorized to use and operate government vehicles or specialized assets in the performance of the contract requirements when the government has provided the specialized asset as IAGP or GFP specifically to perform a contract requirement as per this PWS. Contractor use of Government vehicles shall be limited to specific functions (e.g., fuel truck operations, maintenance, maintenance support, maintenance operational checks, fault verification, fault identification, transport to/from maintenance facilities). Government vehicles shall not be used to fulfill contract obligations as measured by the performance requirements summary (PRS) metrics and PRS Attachment J-3.

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:

T&M Supplies and Services

(End of clause)

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 elsewhere in this contract.

(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 of the Government’s rights under this clause to reduce fee or contract value for less-than-optimal performance is in addition to the rights of the Government prescribed in Clauses 52.212-4, Contract Terms and Conditions-Commercial Products and Commercial Services, Alternate I.

B-1 B-1

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

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

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

(End of clause)

80MSFC23R0004-P0004

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SECTION D - PACKAGING AND MARKING

1852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION (SEP 2005)

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/Marshall Space Flight Center Attn: AS41/Cynthia Davis Industrial Property Officer Central Receiving – Building 4631 Marshall Space Flight Center, AL 35812

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

(End of clause)

80MSFC23R0004-P0004

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SECTION E - INSPECTION AND ACCEPTANCE

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:

1852.246-72 MATERIAL INSPECTION AND RECEIVING REPORT (APR 2015)

(a) At the time of each delivery to the Government under this contract, the Contractor shall prepare and furnish a Material Inspection and Receiving Report (DD Form 250 series). The forms shall be prepared and distributed as follows: (1 copy to the Contracting Officer, 1 copy to the Contracting Officer’s Representative, and 1 copy to the Industrial Property Officer).

(b) The Contractor shall prepare the DD Form 250 in accordance with NASA FAR Supplement 1846.6. The Contractor shall enclose the copies of the DD Form 250 in the package or seal them in a waterproof envelope, which shall be securely attached to the exterior of the package in the most protected location.

(c) When more than one package is involved in a shipment, the Contractor shall list on the DD Form 250, as additional information, the quantity of packages and the package numbers. The Contractor shall forward the DD Form 250 with the lowest numbered package of the shipment and print the words "CONTAINS DD FORM 250" on the package.

80MSFC23R0004-P0004

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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, 2024 - August 31, 2025.

(End of clause)

MSFC 52.237-91 PLACE OF PERFORMANCE (JUL 2018)

The contractor shall perform the work under this contract at Marshall Space Flight Center (MSFC), and at such other locations as may be approved in writing by the Contracting Officer.

(End of clause)

80MSFC23R0004-P0004

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SECTION G - CONTRACT ADMINISTRATION DATA

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

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

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

(a) The Government property described in paragraph (c) to 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 Supply Support and Material Management;

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) Installation Accountable Government Property (IAGP) under his/her custody and control. Individual 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, damaged, destroyed, or stolen IAGP is officially reported to his/her supervisor, appropriate Property Custodian, and Protective Services Department;

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

(5) ensuring that IAGP is turned into 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 Management 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 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 to 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-6, Government Furnished Property.

(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.

[ ] (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-5, Installation Accountable Government Property.

[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.

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.

(3) One copy shall be submitted (through the Department of Defense (DOD) Property Administrator if contract administration has been delegated to DOD) to the following address: [Insert name and address of appropriate NASA Center office.], unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(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.

(End of clause)

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 in Section J, Attachment J-6, 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 Marshall Space Flight Center (MSFC) 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.

(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."

(End of clause)

MSFC 52.232-93 SUBMISSION OF 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 website at: https://www.nasa.gov/centers/nssc/accounts-payable#ap-vendor-payment/. 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) An invoice shall be submitted in alignment with payment terms and conditions stipulated in Section I, clause 52.212-4, Contract Terms and Conditions - Commercial Products and Services - Alternate I.

(2) In addition to the requirements set forth in FAR 52.212-4(g), the following invoice back-up documentation shall be included:

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

(ii) Progress reports, as required.

(iii) Date goods and services were performed.

(3) Improper invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in an 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.

(4) 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.

(5) 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)

80MSFC23R0004-P0004

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SECTION H - SPECIAL CONTRACT REQUIREMENTS

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

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

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

1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002) ALTERNATE I (FEB 2006)

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), and other locations approved in writing by the Contracting Officer, 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 to be identified in individual task orders, the sum of $ (to be identified in individual task orders) 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 FOR FIRM-FIXED-PRICE TASK ORDERS

To be identified in individual task orders To be identified in individual task orders

(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 the date identified in individual task orders.

(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 (DPD), Data Requirements Description (DRD) 1807MA-004, and Section J, Attachment J-10, 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:

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 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.

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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.

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MSFC 52.223-90 ASBESTOS MATERIAL (APR 2021)

Personnel performing work in buildings at Marshall Space Flight Center (MSFC) or Michoud Assembly Facility (MAF) may come in contact with materials containing asbestos. MSFC Building 4663 is of special concern since it is known to contain a sprayed on fire insulation on or above the ceiling, usually located on the metal or concrete structure of the building. 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 https://eeoh-portal.ndc.nasa.gov/asbestos. 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 at MSFC or MAF, the Contractor shall notify MSFC's EEOH Office at 256 544-2390 or MAF’s Safety Health, Environmental and Mission Assurance (SHEMA) Office for assistance at 228-264-0458. The Contractor shall be responsible for ensuring that all Contractor personnel working onsite are made aware of and comply with the requirements of this clause.

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MSFC 52.223-91 HAZARDOUS MATERIAL REPORTING (FEB 2021)

(a) If 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, the hazardous material shall be processed through MSFC Central Receiving to be barcoded for inventory. Alternative receiving points may be designated if approval is granted in accordance with 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.

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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, MPD 8500.1, "MSFC Environmental Management Policy" and 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 & 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.

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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."

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MSFC 52.223-96 MEDICAL SERVICES (MAY 2021)

Contractors with employees requiring NASA-specific and/or Occupational Safety and Health Administration (OSHA) required medical certification health examinations shall utilize the MSFC Medical Center’s service provider for such services. The MSFC Medical Center’s service provider is located in Building 4249, telephone (256) 544-2390, 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 "NASA Quiet Friday" work schedule. Contractors shall 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)" Website located on SharePoint https://nasa.sharepoint.com/sites/msfc_she/SitePages/SHE-Points-of-Contact.aspx.

Refer to MWI 1800.1, "MSFC Occupational Medicine" and MWI 3410.1, "Personnel Certification Program" for additional information.

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MSFC 52.223-97 MANDATORY AND REQUIRED TRAINING (NOV 2019)

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 Mandatory Training Web page at https://nasa.sharepoint.com/sites/msfcohr/SitePages/Mandatory-Training.aspx. 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. Contractor developed or acquired training does not give rise to an equitable adjustment to contract value.

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ABILITYONE REQUIREMENT

At least 5% of the total labor dollars obligated against the MLSS II contract shall be utilized for services provided by AbilityOne nonprofit agencies that employ people who are blind or have significant disabilities and are affiliated with SourceAmerica (formerly NISH) or the National Industries for the Blind (NIB) under the AbilityOne Program. Please communicate through primecontractor@abilityone.org. The contractor understands and acknowledges that this requirement is a material part of the contract and will use its best efforts to obtain or surpass the 5% goal. Failure to meet this requirement may, at the contracting officer’s discretion, result in an impact to their performance evaluation ratings documented within the annual Contractor Performance Assessment Reporting System (CPARS) submission as a result of the contractor’s failure to meet minimum mandatory requirements.

Annually, on the anniversary of the contract effective date, the contractor shall provide a written notification to the contracting officer identifying the percentage of the total dollars obligated under the AbilityOne Program per PWS section for the preceding 12 months.