Subk ARG-2664-05232024.docx

COST PLUS FIXED FEE RESEARCH & DEVELOPMENT SUBCONTRACT WITH A PROFIT ORGANIZATION

STANDARD SUBCONTRACT

Subcontract No. TBD

BETWEEN

CALIFORNIA INSTITUTE OF TECHNOLOGY

JET PROPULSION LABORATORY

4800 OAK GROVE DRIVE

PASADENA, CALIFORNIA 91109-8099

(hereinafter known as “JPL;”

a corporation existing under the laws of the State of California)

AND

TBD

TBD

TBD, TBD, TBD

(hereinafter known as the “Subcontractor;”

a corporation existing under the laws of the State of TBD)

THIS SUBCONTRACT IS FOR

MECHANICAL SYSTEMS STRUCTURAL ANALYSIS SUPPORT SERVICES

AND IS A

SUBCONTRACT UNDER JPL's NASA PRIME CONTRACT

SUBCONTRACT CONTENTS

SCHEDULE

ARTICLES

ARTICLE 2. PAYMENT PROVISIONS

ARTICLE 3. SPECIAL PROVISIONS…

ARTICLE 4. ALTERATION PROVISIONS ……………………………………… 13

SIGNATURE PAGE

SUBCONTRACT PROVISIONS AND FORMS SET

The following document set are incorporated into and made a material part of this Subcontract, and can be found at JPL Acquisition’s external website:

https://acquisition.jpl.nasa.gov/terms-conditions/ under “Terms and Conditions”

GENERAL PROVISIONS (GPs) SET FOR COST-REIMBURSEMENT WITH COMMERCIAL ORGANIZATIONS SUBCONTRACTS, dated 7/19.

ADDITIONAL GENERAL PROVISIONS (AGPs) SET, dated 7/19. Note: Only the AGPs listed below are incorporated into this Subcontract:

• Limitation of Obligation and Limitation of Cost for Task SWO AND Limitation of Obligation and Limitation of Funds for Task SWO

SUBCONTRACT FORMS SET, dated 01/23.

Subcontract No. TBD

ARTICLE 1. STATEMENT OF WORK AND DELIVERY/MILESTONE SCHEDULE

1.0 As requested by JPL under the Subcontract Work Order (SWO) procedures outlined in Exhibit I, “Subcontract Work Order Procedures” dated May 20, 2024, the Subcontractor shall provide the labor, materials, facilities, and equipment necessary to assist JPL with structural analyses for instrument or spacecraft components, assemblies, and systems. Instrument and Spacecraft structures may be designed with metallic, adhesive, glass, plastic, or composite materials and consist of primary and secondary structural components, support hardware, opto-mechanical hardware, as well as mechanisms.

1.1 The subcontractor shall perform the following, to the extent requested by JPL under SWOs:

1.1.1 Perform structural analysis for Instrument and Spacecraft assemblies. The analyses must include definition of the loads environment(s), development of analysis approach, assumption of structural verification, material property details, and margins of safety.

1.1.1.1 Types of analyses may include, but are not limited to:

1.1.1.1.1 Detailed stress analysis of components (including bonded and bolted joint analysis).

1.1.1.1.2 Finite Element Modeling (NASTRAN) development and check-out procedures.

1.1.1.1.3 Dynamic analysis (including sine and random vibration with force/response limiting).

1.1.1.1.4 Fatigue and fracture analysis.

1.1.1.1.5 Thermally induced stress and distortion analysis (including thermal temperature mapping).

1.1.1.1.6 Structural stability (buckling) analysis (linear and non-linear).

1.1.1.1.7 Nonlinear (material, large deformation, contact) structural analysis.

1.1.1.1.8 Model Reduction Techniques.

1.1.1.1.9 Structural Optimization

1.1.1.1.10 Multibody Dynamics (Adams)

1.1.1.1.11 STOP (Structural-Thermal-Optical-Performance) analysis.

1.1.1.1.12 Jitter dynamics analysis.

1.1.1.1.13 Impact dynamic analysis.

1.1.2 Review and evaluate structural designs and provide recommendations for improvements and fixes, when necessary.

1.1.3 Perform pre-test analyses for structural/environmental verification testing, including static, sine vibration, random vibration, acoustic and modal testing. Also, provide instrumentation definition to recover necessary test data to ensure hardware protection and/or model correlation.

1.1.4 Use test data to develop and correlate a finite element model.

1.1.5 Provide a hard copy as requested by the SWO and an electronic copy of a Final Report or PowerPoint analysis documentation package that includes analysis methodology, results, assumptions, and any required recommendations.

1.1.6 Deliver analytical model(s) (finite element model(s)), analytical files or programs, and the documentation of the model(s), as required by the SWOs.

1.1.7 Conduct regular meetings (as required by SWO) to review and report progress and status of any technical problems, unless directed otherwise by JPL.

1.1.8 Attend technical meetings and present analytic results in design reviews and design team meetings at JPL as required.

1.1.9 Attend monthly meetings to review open SWOs and provide financial status updates such as remaining funding on each SWO, as scheduled by JPL.

1.1.10 Provide computer security in accordance with the following:

1.1.10.1 Any Subcontractor personnel who use computers connected to the JPL network shall comply with the security requirements in the AGP - Security Requirements for Unclassified Information Technology Resources.

1.1.10.2 The Subcontractor’s computers connected to the JPL network shall be considered a “system” as defined in the current version of the AGP - Security Requirements for Unclassified Information Technology Resources, and must comply with the requirements contained within that document.

1.1.10.3 The Subcontractor shall appoint a computer System Representative to generate and maintain an IT Security Plan. This Plan is produced automatically by entering information about each computer into a JPL program.

1.1.11 Indirect Rate Variance Reporting – In accordance with Federal Acquisition Regulation (FAR) Subpart 42.7 – Indirect Cost Rates, to ensure that the Subcontractor’s billing rates are as close as possible to the final indirect cost rates anticipated for the Subcontractor’s fiscal period, as adjusted for any unallowable costs and to mitigate against a substantial overpayment or underpayment condition, the Subcontractor shall provide a quarterly indirect Rate Variance Report, as follows:

1.1.11.1 By the end of the third week that follows the end of each calendar year quarter, the Subcontractor shall provide JPL’s Subcontracts Manager an indirect rate variance report that compares the subcontractor’s provisional billing rates to actual rates.

1.1.11.2 The report must include the expense pool amount and the related allocation base upon which the actual rates are based.

1.1.11.3 The Subcontractor shall also provide a narrative to explain any variance between the provisional rates and the actual rates, which exceeds a band of plus or minus 5 percent of the provisional billing rates.

1.2 Reserved

1.3 Shipment Destination:

1.3.1 Alternative Fridays JPL will be closed except for time-critical project activities and for receiving special shipments (e.g., FedEx, UPS, etc.). If such shipments cannot be avoided to JPL on Friday closures, they must be scheduled in advance with JPL Receiving (8:00 AM – 3:30 PM PT) at 818-393-5544 or 818-354-7784. There will be no JPL outgoing shipments.

1.3.2 Except as otherwise provided in this Subcontract, the point of inspection, acceptance and delivery of all items/supplies deliverable under this Subcontract shall be the Jet Propulsion Laboratory, 4800 Oak Grove Drive, Pasadena, California 91109. Any/all such supplies shall be packaged, packed, boxed, or crated in such a manner to ensure safe delivery and shall be shipped prepaid and at the Subcontractor’s expense to the point of delivery.

1.4 Delivery Requirements

1.4.1 Final Annual Incurred Indirect Cost Rate Proposals in accordance with the ALLOWABLE COST AND PAYMENT General Provision of this Subcontract.

Six months after expiration of Subcontractor’s fiscal year.

1.4.2 The Subcontractor shall provide the Patent Representative as set forth in the Clause entitled “Designation of New Technology Representative and Patent Representative” with the annual and final reports of reportable items described in the Clause entitled “Patent Rights – Retention by the Subcontractor (Short Form).” The Subcontractor shall send copies of transmittal letters for these reports to the Subcontracts Manager (Note: an annual report is not due if there are no reportable items, but the final report must be submitted, regardless, along with a certification of no reportable items).

Annual Report: every 12 months commencing on Date of Subcontract. Due within 30 days after reporting period.

Final Report: within 3 months after work completion.

1.4.3 NASA Form 533M “Monthly Contractor Financial Management Report”

Monthly, by 15th of month after month reported.

1.4.4 NASA Form 533Q “Quarterly Contractor Financial Management Report”

Quarterly, by 15th of month before quarter reported.

1.4.3 The term of this Subcontract shall commence as of the date of this subcontract and shall continue through December 31, 2029.

2.0 JPL will order and authorize work in accordance with Exhibit I, “Subcontract Work Order Procedures” dated May 20, 2024.

3.0 Exhibits

The following exhibits are hereby incorporated into and made a material part of this Subcontract:

3.1 Exhibit I, “Subcontract Work Order Procedures” dated May 20, 2024

3.2 Exhibit II, Attachment A-15, Tab 3, “Sample Fee Calculation”

3.3 Exhibit III, JPL Approved IT Security Plan

ARTICLE 2 PAYMENT PROVISIONS

1.0 Estimated Cost and Fixed Fee:

Amount Allotted: $ TBD

1.1 Fixed Fee

1.1.1 Adjustment for Task Effort: Subject to any equitable adjustment, which is otherwise provided for under the provisions of this Subcontract, the fixed fee stated above shall remain constant for the performance of the work under this Subcontract. There shall be no adjustment in the amount of fixed fee or any claim for increased fixed fee because of errors or omissions made in computing the estimated cost or the fact that the actual cost varies from the estimated cost.

1.1.2 Payment for Task Effort: The fixed fee payable under this Subcontract shall be paid to the Subcontractor in monthly installments based upon the percentage of work completed as estimated by the Subcontractor and approved by JPL; subject, however, to the provisions of the General Provision Article “Allowable Cost and Payment” of this Subcontract

2.0 Reserved

3.0 Billing Requirements:

Detailed billing instructions, including sample invoices, can be found at the following link:

https://acquisition.jpl.nasa.gov/invoice-services/

Terms of the Subcontract may necessitate billing of costs in more detail than normally required. For example, if the Subcontract provides for authorization of work by Subcontract Work Orders (SWOs), a breakdown of billings by SWO number is required. If cost control is by JPL project/task, cost detail by project/task must be furnished with invoices. In each of these examples an allocation of fee billed to SWO level of JPL project/task level would also be necessary and shall be furnished with fee billings. Also JPL may require labor hours to be submitted by category “A” & “Z”. Graphic, simplified examples of comprehensive cost and fee invoices and backup schedules based on the above instructions may be viewed at https://acquisition.jpl.nasa.gov/download/invoice-services/forms/cost/1v_10_2019_CostPlus_Fee.pdf Terms of subject Subcontract will indicate which of the schedules shall accompany your invoices.

4.0 Allowable Costs.

For the purpose of determining the amounts payable to the Subcontractor under this Subcontract, the allowability of costs shall be determined in accordance with the General Provision (GP) of this Subcontract entitled "Allowable Cost and Payment;" provided, however, that in determining the allowability of costs, the advance understandings, if any, on particular items of cost set forth below shall be given effect. In the event of any inconsistency between such advance understandings and the cost principles referred to in the "Allowable Cost and Payment" GP referenced above, the cost principles shall prevail.

4.1 Direct Costs: No Advance Understanding

4.2 Indirect Costs: No Advance Understanding

5.0 Presubcontract Costs

There shall be no allowance for costs incurred prior to the date of this Subcontract. If this Definitive Subcontract has been preceded by a Letter Subcontract, the phrase “date of this Subcontract” as used in this paragraph shall mean the effective date of the Letter Subcontract.

6.0 Tax Reporting and Withholding

In accordance with the “Notice of Potential Tax Withholding” contained in this Subcontract’s “Subcontract Forms Set,” the Subcontractor shall comply with any applicable Federal and State Income Tax reporting and withholding regulations; certain kinds of payments are subject to United States Federal or California State income tax reporting and withholding.

ARTICLE 3. SPECIAL PROVISIONS

1.0 Confirmation of Protection of Third Party Technical Limited Rights Data Restricted Rights Data and Caltech/JPL Proprietary Data

(a) JPL anticipates providing the Subcontractor with third-party Limited Rights or Restricted Rights data. In addition, JPL may provide the Subcontractor with JPL/Caltech Proprietary data. The Subcontractor shall protect this data in accordance with the markings on the data with at least the same degree of care which the Subcontractor applies to its own proprietary data, but with no less than a reasonable degree of care under the circumstances. This data shall only be used for the purposes of this Subcontract and shall be destroyed or returned upon completion of the performance of this Subcontract.

(b) The Subcontractor shall insert this clause or a clause substantially similar in lower-tier subcontracts where the Subcontractor anticipates providing third-party Limited Rights data or Restricted Rights data or JPL/Caltech Proprietary data received from JPL to such lower-tier subcontractors.

2.0 Key Personnel and Facilities

The personnel or facilities, if any, specified below are considered essential to the work being performed hereunder. Prior to removing, replacing, or diverting any of the specified individuals or facilities, the Subcontractor shall notify JPL reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this Subcontract. No diversion shall be made by the Subcontractor without the written consent of JPL, provided that JPL ratify in writing the change. Such ratification shall constitute the consent of JPL required by this clause. The specified personnel below may, with the consent of the Subcontracting parties, be amended from time to time during the course of the Subcontract to either add or delete personnel and/or facilities, as appropriate.

The following Subcontractor personnel shall be considered Key Personnel under this Subcontract:

(Enter list of names; you may also indicate the fraction of full time agreed to, or hours proposed)

3.0 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment

Pursuant to FAR 52.204-25 and Section 889(a)(1)(A) & (B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Public Law 115-232), as well as FAR 52.204–23 and National Defense Authorization Act for Fiscal Year 2018 (Public Law 115-91), your organization shall not provide nor cause JPL to use any telecommunications or surveillance equipment, system, or service (or a component thereof) from any prohibited entity, including but not limited to: Kaspersky Labs, Huawei Technologies Company, ZTE corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company (or any subsidiary or affiliate of such entities), or an entity owned, controlled by, or connected to The People’s Republic of China, as determined by the Secretary of Defense. Your organization shall insert the substance of FAR 52.204-25 and FAR 52.204–23 in all lower-tier subcontracts and other contractual instruments, including lower-tier subcontracts and for the acquisition of commercial products or commercial services.

4.0 Security Requirements For Registering Subcontractor’s Information Technology Devices

(a) The Subcontractor shall register their devices with JPL according to whichever of the following two (2) circumstances applies:

(1) Subcontractor has a persistent presence on JPL's unclassified, non-public, internal network (intranet). Persistent presence means access to JPL's intranet is obtained through a direct wired or wireless connection, as opposed to being provided via JPL’s Remote Access service (https://ras.jpl.nasa.gov).

Subcontractor shall take the following action: All affected Subcontractor assets must be identified in the IT Security Database (ITSDB) (https://itsdb.jpl.nasa.gov/itsdb/) and included in an authorized JPL security plan.

OR

(2) Subcontractor does not have a persistent presence on JPL's intranet, if so:

(i) Subcontract shall take the following actions:

• All devices operating for more than one business day within JPL’s internal address space must be registered and approved in the institutional cybersecurity asset repository and operate with a JPL-provided x.509 Device Certificate.

• Connecting to JPL VPN meets this definition.

• Registrations must include primary and alternate media access control (MAC) addresses, hostname, operating system (OS), subcontract number, and contact information for system user/admin/owner.

• Registered and approved devices must be reachable by institutional cybersecurity tools/services when connected to the JPL Network.

• All users on the JPL Network are subject to “Acceptable Use of JPL Computer and Network Resources” (DocID 79016)

• Security patches must be applied within 15 calendar days of release operating systems and applications, including VPN software.

• Antivirus and anti-malware software must be installed and configured on eligible devices.

• Configure to automatically update current definitions.

• Conduct frequent scans (ideally 72-hours, but at a minimum monthly).

• Users must not alter security configurations or device certificates issued by JPL.

• Enable and use encryption for both data at rest and data in transit.

• Full Disk Encryption (FDE) options for data at rest include BitLocker for Windows, FileVault 2 for macOS, and LUKS for Linux

• JPL VPN for remote access

• JPL-approved tools for all other data in transit (e.g., Large File Transfer: https://lft.jpl.nasa.gov)

• Configure local firewall and set policy to default deny.

• Use strong passwords (at least 15 characters) or Multi-Factor Authentication (MFA) on any account used to connect to JPL.

• No unsupported or unlicensed operating system is to be used when connecting to JPL.

• Any suspected or detected cybersecurity incident on a device that connects to JPL shall be reported to the JPL Security Operations Center, via the JPL IT Unified Service Desk (x4-HELP, (818) 354- 4357).

(b) Compliance Requirement

Subcontractor shall select one of the following two options:

(1) Subcontractor provides a certificate of compliance with the current version of NIST 800-53 or NIST 800-171, issued by a United States Government entity (e.g., GSA), whose scope includes the assets that will support this subcontract, OR

(2) Subcontractor coordinates with the Contract Technical Manager to complete a template provided by JPL ITSD that addresses basic aspects of IT security, located at https://itsec.jpl.nasa.gov/vendor.php (then click on “JPL_AGP_Cyber_Review_Template_Rev_41.xlsx”).

5.0 Lower-Tier Subcontracting

In performance of this subcontract, at least 51% of the work, as measured as the aggregate cost of all SWOs, shall be expended by the Prime Subcontractor. Prime subcontractor may factor their lower-tier small business partners in reporting the 51% subcontracting requirement. The total cost of the large business lower tiered subcontracting may not exceed 49% of the total expended costs.

6.0 Small Business Status

The Subcontractor’s certified status as a Small Business in accordance with Federal procurement requirements is a fundamental characteristic because JPL is committed to meeting the small business procurement goals set forth in JPL/Caltech’s prime contract with NASA. If at any time during the performance of this subcontract, the Subcontractor is reclassified as an Other-Than-Small-Business, JPL reserves all rights to identify additional Small Business sources with whom JPL may negotiate a replacement Subcontract during the ten-year period of performance.

ARTICLE 4. ALTERATION PROVISIONS

1.0 “Security Requirements” AGP

Security Requirements

Add the following paragraph (e) to the Additional General Provision entitled FAR 52.204-2 "Security Requirements:" (Aug 1996)

(e) The Subcontractor, or any of its personnel, shall not have access to any classified information and shall not perform any classified work under this Subcontract until notified by the cognizant JPL Subcontracts Manager that all security clearance processing has been completed.

2.0 Termination - Cost Subcontract with Task SWOs

In the GP clause entitled FAR 52.244-6 “Termination (Cost Reimbursement)” (May 2004),” delete paragraph (h)(4) and substitute:

(4) A portion of the fees payable under this Subcontract, payable as follows:

(A) In the event of the termination of this Subcontract for the convenience of JPL or the Government and not for the default of the Subcontractor, there shall be paid:

(i) A fixed fee for each SWO equal to the full fixed fee for the SWO multiplied by the percentage of work completed under the SWO less any fixed fee payment(s) previously made under the SWO; and

(ii) An award fee determined in accordance with the provisions of the schedule for such periods of time prior to the termination as to which no award has been previously made.

(B) In the event of the termination of this Subcontract for the default of the Subcontractor, there shall be paid:

(i) A full fixed fee for each fully completed SWO less any fixed fee payment(s) previously made under each SWO; and

(ii) An award fee, if any, made prior to the termination. No additional fixed or award fee (beyond that already paid to the Subcontractor prior to the termination for default) shall be paid for any partially completed SWOs. However, the Subcontractor shall not be required to return fees already paid to it by JPL (for example, fees paid on partially completed SWOs).

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as of the below “JPL Signature Date.”

SUBCONTRACTOR NAME

Signature & Date:

Type/Print Name:

Type/Print Title:

JET PROPULSION LABORATORY

Signature & Date:*

Type/Print Name:

Type/Print Title:

*JPL Signature Date: The JPL Signature Date is the effective date of the subcontract.

NOTE: Pursuant to the Subcontract’s General Provisions entitled “Authority of JPL Representatives” and “Technical Direction” the following applies:

Only the following or their Designated Alternates can authorize Subcontract changes, in writing, via JPL-issued modifications to the Subcontract: JPL Subcontracts Manager, Acquisition Management, JPL’s Director/Deputy Director/Chief Financial Officer.

Minor technical changes not affecting the scope or cost of the Subcontract may be made by the JPL Cognizant Technical Manager (or Designated Alternate), but only in writing via the “Technical Direction Memorandum” (Form JPL 2084).

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