Attachment 2_Terms and Conditions.pdf

80NSSC21Q0026

Attachment 2_ Terms and Conditions

NASA TERMS AND CONDITIONS

1. PERIOD OF PERFORMANCE: This resultant agreement will cover one (1) Base period of 12 months and four (4) 12-month option periods and an option to extend services for up to six months. The Government reserves the right to extend this contract. If all options exercised including the six month option to extend services, then the final date of performance would be October 29, 2026.

Base Period: April 30, 2021* through April 29, 2022 Option Period One: April 30, 2022* through April 29, 2023 Option Period Two: April 30, 2023* through April 29, 2024 Option Period Three: April 30, 2024* through April 29, 2025

Option Period Four: April 30, 2025* through April 29, 2026 Option to Extend: April 30, 2026* through October 29, 2026

* Dates will be adjusted based on award date.

2. DELIVERY AND PERFORMANCE LOCATION

The following NASA Centers and Facilities are hereby authorized to place orders under this Agreement:

Armstrong Flight Research Center (AFRC)

B703-Palmdale (formerly DAOF) Ames Research Center (ARC) Glenn Research Center Main Campus (GRC) GRC – Neil A. Armstrong Test Facility (formerly GRC – Plum Brook Facility) Goddard Space Flight Center Main Campus (GSFC)

GSFC – Wallops Flight Facility (WFF) GSFC – White Sands Complex (WSC) GSFC – Independent Verification and Validation Facility (IV&V) GSFC – Goddard Institute for Space Studies (GISS)

Mary W. Jackson NASA Headquarters (formerly Headquarters Main Campus) Jet Propulsion Laboratory (JPL) Johnson Space Center Main Campus (JSC)

JSC – White Sands Test Facility (WSTF) JSC – El Paso Forward Operating Location JSC – White Sands Space Harbor

Kennedy Space Center Main Campus (KSC) KSC – Vandenberg Air Force Base (VAFB)

Langley Research Center (LaRC) Marshall Space Flight Center Main Campus (MSFC)

MSFC – Michoud Assembly Facility (MAF) MSFC – National Space Science & Technology Center (NSSTC)

NASA Shared Services Center (NSSC)

Stennis Space Center (SSC)

3. SCOPE: The scope of this IDIQ contract covers any and all products, maintenance, technical support, and services that fall under the National Instruments portfolio. All current items provided under this catalog are specified in the attached Price List. The Government has the discretion to add new products (to include new versions, updates, and cloud offerings), maintenance and services as long as the fall under the National Instruments portfolio and are within the ceiling, period of performance, and terms of condition of this IDIQ.

4. INDIVIDUALS AUTHORIZED TO PLACE ORDERS: Pursuant to FAR 52.216-18, authorization for placing and administering Orders under this agreement is given to any/all warranted NSSC Contracting Officers (COs). Additionally, NASA Government Purchase Card (GPC) holders at NASA Centers and Associated Facilities in Section 1 are authorized to make purchases under this agreement. NASA GPC holders have the ability to complete a purchase transaction up to, but not greater than, the micro-purchase threshold (FAR 2.101(b)(2). Each order placed against the agreement shall be issued in advance of the needed requirements and the contractor shall provide all products and services in accordance with this agreement.

5. ACCEPTABLE METHODS FOR PLACING ORDERS: Orders will be placed against this agreement using e-mail, FAX, or paper copy.

(a) NASA PURCHASE CARD (P-CARD) PURCHASES: For NASA purchase card orders, the Contractor shall have the capability to accept the Government purchase card to complete a transaction up to but not greater than the micro purchase limitation, see FAR 2.101(b)(2). The Contractor agrees to extend the pricing in this agreement to authorized NASA purchase cardholders. In addition, the contractor agrees to extend the terms and conditions of this agreement to all NASA p-card purchases that support the NASA Centers and Associated Facilities listed in Section 1. The current list of authorized NASA purchase cardholders can be found at the following link: https://searchpub.nssc.nasa.gov/servlet/sm.web.Fetch/NASA Cardholders - 2-4- 2014.pdf?rhid=1000&did=1761572&type=released

(b) Additionally, the contractor shall provide the following purchase card documentation to the Contracting Officer:

i. Contract/Delivery Order Number

ii. Order Log Number

iii. Confirmation/Transaction Number

iv. Product Name

v. Product Description/Item Number

vi. Quantity Purchased

vii. Unit Price

viii. Extended Price

ix. Date of Transaction and Date of Delivery

x. NASA purchase cardholder’s name and associated Center (including contact information)

xi. License and/or maintenance user’s name and contact information (if different from the cardholder’s name)

(c) Once the transaction is completed by the NASA purchase cardholder, the Contractor shall provide the referenced NASA documentation to the Contracting Officer within 5 business days at the ELMT mail box: nsscelmt@mail.nasa.gov.

6. INVOICING INSTRUCTIONS:

SUBMISSION OF INVOICES FOR PAYMENT:

(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.

In addition to the requirements set forth in FAR52.212-4(g), the following back-up documentation shall be included:

(i) 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.

(e) 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.

(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.

7. PAYMENT: All payments shall be made in accordance with FAR clause 52.212-4, Contract Terms and Conditions - Commercial Items or FAR clause 52.232-36, Payment by Third Party. Payment will be made to the contractor based on the receipt of a proper invoice and proof that services have been performed.

8. NSSC TECHNICAL MONITORS: NF-1634 will be issued to specifically identify the

NSSC Contracting Officers Representative (COR) and Alternate COR along with their authority as a COR. If no COR or Alternate COR is assigned, the Contracting Officer will assume COR responsibilities.

9. MODIFICATIONS: All requests for modification to this agreement shall be provided to the

NSSC CO.

10. APPLICABILITY TO THIS CONTRACT: To the extent that any of the various National Instruments End User License Agreements (EULAs) conflict with this contract, such conflicts will be resolved in the following order of precedence: 1) Federal law, 2) the FAR, clauses specifically incorporated herein 3) this agreement (to include ELMT Rider), and Cloud Service Terms, and applicable amendments, and 4) the National Instruments EULA.

This agreement may only be modified upon written consent of both parties.

11. NASA DEFINITION OF ENTERPRISE: For the purposes of this contract, the Enterprise is defined as NASA, its employees, and authorized contractors and subcontractors that support NASA Centers and Associated Facilities in Section 1. Except as specifically agreed to in writing by the parties of this agreement, other agencies and/or employees of the U.S.

Government are specifically excluded from utilizing National Instruments products and services under this agreement.

12. TRANSFERABILITY: NASA retains the right to transfer licenses (and their associated support for any services purchased through this agreement) to any NASA Center or Associated Facility for the base year and subsequent option years that are exercised during the life of this contract provided proper notification is first received from the NASA Contracting Officer (CO). In the event of such transfers, the contractor shall not include any transition or transfer costs to transfer the license/maintenance services support. The contractor will ensure that all licenses issued under this agreement will be issued to NASA as the licensee. Additionally, existing NASA Site IDs will remain intact unless the license and/or support are transferred to another NASA Site ID with the details of the new NASA Site ID reported to the NSSC for tracking purposes.

13. REINSTATEMENT OF DORMANT LICENSES: In the event of an unused (dormant) license, the contractor will assess a reinstatement fee equivalent to that of maintenance fees retroactive to the last date of support to the current date, not to exceed 24 months.

14. CONTRACT MANAGEMENT: The contractor shall coordinate any assertion or allegation of agreement misuse or violations involving NASA end users (Civil Servant, Contractor, or International Partners) no less than 90 days prior to seeking termination of the capability with the CO/Contracting Officer Representative (COR) for any product or services purchased through this agreement. The contractor shall ensure all communication (written or otherwise) concerning new terms, ordering, and license compliance issues solely through the contractor to the NSSC CO and/or COR. Any notifications (written or otherwise) concerning compliance or violations that are provided directly to any other NASA Center or Associated Facility will not be valid. Proper notifications will be handled in accordance with FAR 52.212-4(d) – Disputes.

15. INTERNET PROTOCOL VERSION SIX (IPv6): In accordance with FAR 11.002(g) and joint NASA Chief Information Officer (CIO) / NASA Associate Administrator for Procurement “Policies to Ensure IPv6 Compliance for Information Technology (IT) Purchases”, this acquisition requires all functionality, capabilities and features to be supported and operational in both a dual-stack IPv4/IPv6 environment and an IPv6 only environment. Furthermore, all management, user interfaces, configuration options, reports and other administrative capabilities that support IPv4 functionality will support comparable IPv6 functionality. Respondents are required to include in their response, either a letter declaring that no product in this acquisition is dependent on either IPv4 or IPv6 to function and does not apply, or include a letter of self-certification that their product has been tested in both a dual-stack IPv4/IPv6 and IPv6 only environment and meets this requirement. NASA reserves the right to require the respondent’s products to be tested within an agency or 3rd party test facility to show compliance with this requirement.

In addition, all interested parties responding to this acquisition are required to provide a Self- Declaration of Conformance (SDOC) based on the USGv6 Profile and Testing Program in accordance with NIST SP 500-267, NIST SP-273, and NIST SP 500-281. Instructions for completing the SDOC can be found at the referenced IPv6 website:

http://wwwx.antd.nist.gov/usgv6/sdoc.html.

16. 508 COMPLIANCE: The contractor must demonstrate that the products offered under this agreement align to the Electronic and Information Technology Accessibility Standards (Section 508) in FAR 39.201 (a). Additional information is available at:

http://www.section508.gov.

Typically, this is accomplished by the PUBLISHER/Reseller providing Voluntary Product Accessibility Templates (VPATs) for the associated products. In the event that VPATs are not provided, the government must obtain a waiver following established NASA processes.

The Software OEM and/or VAR are required to assist NASA with providing the documentation supporting any such waiver request.

17. MOST FAVORED CUSTOMER: The contractor shall ensure the prices under this agreement are at least as low as the prices that the Contractor offers under any other NASA contract instrument for any other customer within NASA with that are purchasing the same quantities of products under the same terms and conditions. If at any time the prices under any other instrument within NASA become lower than the prices in this agreement, this agreement will be immediately modified to include the lower prices.

18. PRICING AND SPOT DISCOUNTS: The pricing quoted shall apply during the base year and any exercised option year under this contract. If at any time a NASA site requests prices under any other contract instrument within NASA, excluding spot discounts as described in Section 22, that are lower than the prices in this contract for the products in this contract, the Contractor will refer the request to the NSSC.

19. DELIVERY SCHEDULE AND CUSTOMER INQUIRIES: The contractor is required to deliver all software products no later than 7 business days after receipt of an order. The contractor is required to deliver all hardware products no later than 20 business days after receipt of an order. More expedient delivery terms are encouraged and may be proposed and provided by the contractor on individual orders. Deliveries will be made to the address specified on the order issued against this agreement. The contractor is required to make reasonable effort to provide an 8 hour response time for all customer inquiries for the life of the contract by the next business day.

20. CONTRACTOR COMMUNICATIONS/OUTREACH: The Contractor shall establish and conduct a proactive communications/outreach program that will focus on reaching current and prospective NASA customers that include at least the following activities:

• Disseminating information to educate NASA customers on the software and support offerings included in this contract

• Assisting customers with obtaining contract products and support

• Providing customers information in advance of changes to (note: Contractor to provide courtesy notification to nsscelmt@mail.nasa.gov):

o New Products Announcement o Subscription (i.e., upgrades) o Support (i.e., maintenance)

• Providing outreach materials outlining contract changes to the NSSC

• Notification of any misuse/issue in controversy of the licenses purchased under each order should be addressed no later than 90 days from the date the issue in controversy was known or should have been known.

The Contractor shall coordinate with the NSSC to ensure the agreement products and support are ordered, approved, and communicated to customers in a consistent manner. The Contractor shall coordinate all major Center and/or Agency outreach and agreement management communications through the NSSC.

21. LICENSE AND GRANTS: At the time NASA places an order for National Instruments products, the contractor shall execute an order for a National Instruments EULA specifying the license grant details, including the license type, unit of measure, delivery location as requested by NASA, and the units ordered. The contractor acknowledges that NASA and its users shall not be bound by the terms of “Click Wrap” licenses or other related end user terms in the National Instruments EULA to the extent such “Click Wrap” licenses or end user terms conflict with the terms of this agreement.

22. ADDITIONAL PRICE DISCOUNT TERMS: The government may secure additional discounts at the time of placing an order. Spot discounts are authorized and encouraged.

Special solutions and voluntary price reductions may be negotiated for individual orders. Spot discounts under this section will not trigger the Most Favored Customer Clause in section 17.

23. ADDITIONAL LICENSE TERMS AND CONDITIONS: The contractor will be responsible for incorporating the appropriate licensing terms and conditions into this contract and will notify NASA in the event any of these terms are updated or revised by the contractor.

However, before any such terms can be incorporated, these terms must first be specifically approved by the NASA Contracting Officer.

24. PRICING: TBD

25. LIMITATION OF FUNDS: It is the Agency’s policy to fully fund all firm fixed price orders.

However, at times, in the event of a continuing resolution and funds are not available to fully fund the order, NASA FAR Supplement (NFS) 1852.232-77, Limitations of Funds—Fixed Price Contracts, would apply and would be incorporated into the order by modification.

26. COST AND FEES: Pursuant to the Anti-Deficiency Act, 31 U.S.C. §1341 (a)(1)(B), the U.S.

Government does not agree to pay any future costs or fees under the license agreement or this

Agreement. Any provision of the Licensing Terms obligating the U.S. Government to pay costs, fees, or damages, or to otherwise expend appropriations, are hereby inoperative and invalid unless imposed after following the Dispute Resolution Procedures identified hereunder.

Any provisions of the Licensing Terms providing for automatic renewal absent some action by the U.S. Government is likewise inoperative and invalid.

27. LIMITATIONS OF LIABILITY: Any limitations of liability in the license agreement is hereby inoperative and invalid and the following provision shall replace it and apply: Neither the Contractor nor an NASA ordering activity shall be liable for any indirect, incidental, special, or consequential damages, or any loss of profits, revenue, data, or data use. Further, neither the Contractor nor an NASA ordering activity shall be liable for punitive damages except to the extent this limitation is prohibited by applicable law. This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. §§ 3729- 3733.

28. SOFTWARE AS A SERVICE (SAAS) (IF APPLICABLE): The contractor shall offer SaaS that allows purchasing NASA Centers, Programs and Project resources to utilize the software within the cloud service provider’s (i.e., Publisher) cloud computing environment. The cloud service provider (CSP) is responsible for the system maintenance, infrastructure security, and other tasks associated with hosting the SaaS solution. The contractor shall provide Commercial-Off-the-Shelf (COTS) publicly hosted SaaS applications and shall demonstrate that the SaaS solution is FedRAMP in-process, or compliant. The contractor shall provide all of the available security documentation within 10 business days after the SaaS solution’s order has been placed to support the government to develop a System Security Plan (SSP) and for obtaining the Authorization to Operate (ATO). The contractor is required to provide the security documentation to NASA Customers ordering SaaS solutions. The documentation is required to assist the NASA customers with the development of a SSP/ATO for the SaaS solution.

The contractor shall provide a SaaS solution that provides custom reports and implementation support to create user accounts, configure security groups and options, configure Administrator Accounts, and implement single sign-on according to NASA standards. NASA shall have the ability to include additional security requirement at the time of placing the SaaS order based upon NASA Center, Program and Project security requirements.

The Contractor shall provide training to the identified NASA personnel in the effective and efficient use of the SaaS solution. In-depth training shall be provided for the NASA personnel responsible for the SaaS technical administration at the purchasing NASA Centers, Program and Projects.

29. AUDIT: Neither the Contractor nor the Publisher will consider any historical records of registration or activity prior to the start date of this agreement define in Section 2 of this Exhibit eligible for use in an audit. During the remainder of the term of this Agreement: (a) If NASA’s security requirements included in the Order are met, the Licensor or its designated agent may audit NASA’s Centers and associated facilities and records to verify NASA’s compliance with this Agreement. Any such audit will take place only during the Ordering Activity’s normal business hours contingent upon prior written notice that is specified in the resultant NASA solicitation (adherent to any security measures that NASA deems appropriate, including any requirements for personnel to be cleared prior to accessing sensitive facilities). The Licensor will give NASA written notice of any non-compliance, including the number of underreported Units of Software or Services (“Notice”); or (b) If NASA’s security requirements are not met and upon Licensor’s request, NASA may provide supporting documentation in lieu of the Licensor conducting an audit to demonstrate compliance.

30. RESTRICTION AGAINST DISCLOSURE: The Contractor agrees, in the performance of this contract, to keep the information contained in the source documents, or otherwise furnished by the NASA in the strictest confidence, said information being the sole property of the NASA. The Contractor also agrees not to publish, reproduce or otherwise divulge such information, in whole or in part, in any manner or form, nor authorize or permit others to do so, taking reasonable measures as are necessary to restrict access to the information, while in his or her possession, to those employees who must have the information to perform the work provided herein on a “need-to-know” basis, and agrees to immediately notify the Contracting Officer in writing in the event the Contractor determines, or has reason to suspect, a breach of this requirement.

The Contractor shall provide an original copy of each signed statement to the Contracting Officer prior to each employee beginning work. NASA retains full legal control over any information and records submitted by it to the Contractor and may, to the extent permitted by law, modify such information or request that it be withdrawn from Contractor’s files and systems. Such information, to the extent permitted by law, shall not become part of Contractor records. If Contractor receives a request for NASA information, or a request to which NASA information would be responsive, Contractor shall not provide NASA information in response to the request and shall instead refer the request to NASA. NASA will address the request in accordance with applicable law. Requests included within this paragraph include, but are not limited to, FOIA requests, Congressional requests and litigation-related requests. Any such request shall be sent in writing to the Contracting Officer.

All information regarding the procedures developed under this contract must be regarded as sensitive information by the Contractor and not to be disclosed to anyone outside the Contractor's organization without the written permission of the CO.

31. CONTRACTOR’S RESPONSIBILITY FOR PERSONNEL: The contractor shall be responsible for managing and overseeing the activities of all of its personnel, as well as subcontractor personnel used in performance of this effort. The contractor's management responsibilities shall include timely and effective support, performed in accordance with the requirements contained in the order, contract, or agreement. Resumes submitted for employees assigned to perform under this order, contract, or agreement shall contain documented experience directly applicable to the functions to be performed. Further, these prior work experiences shall be specific and of sufficient variety and duration that the employee is able to effectively and efficiently perform the functions assigned.

32. COMPUTER SECURITY: All contractors accessing NASA computer systems shall be required to comply with all computer security policies and practices of the NASA. In addition, contractor personnel who are granted special access privileges to perform system administrator functions shall be required to comply with all of NASA security policies expressed in the most current version of NASA Procedural Requirement (NPR) 2810.1x.

Contractor ensures that privileges shall only be used for required functional purposes.

Contractor shall ensure that the design, development, maintenance and operation of any system it is tasked to support is conducted in compliance with regulatory and NASA procedural requirements. Unless approved by Contracting Officer Representative (COR) and/or designee in coordination with the contracting officer (CO), the contractor shall NOT:

• Load commercial off-the-shelf (COTS) products, custom-developed software, shareware, freeware, or other software onto any NASA workstation or server.

Modifications to the standard software configurations must be approved by the Agency or Center Office of the Chief Information Officer (OCIO) prior to implementation;

• Load or implement any network monitoring or scanning tools; or

• Make any modification to NASA Perimeter Controls (firewalls, routers, ACE

Servers, Modems, etc.).

Through the CO, the Contractor shall consult with (COR) and/or designee if there is any question concerning NASA computer security policies and procedures.

33. ADDITIONAL LICENSE TERMS AND CONDITIONS: The contractor will be responsible for incorporating the appropriate licensing terms and conditions into this contract and will notify NASA in the event any of these terms are updated or revised by the contractor. However, before any such terms can be incorporated, these terms must first be specifically approved by the NASA Contracting Officer.

34. SECURITY OF UNCLASSIFIED NASA INFORMATION AND NASA

INFORMATION SYSTEMS: This clause implements NASA acquisition requirements pertaining to Federal policies for the security of unclassified information and information systems to the extent that those requirements apply to the NASA. Federal policies include but are not limited to:

• Federal Information System Management Act (FISMA) of 2002

• Homeland Security Presidential Directive (HSPD) 12

• Clinger-Cohen Act of 1996 (40 U.S.C. 1401 et seq.)

• Public Law 106--398, section 1061

• OMB Circular A- 130, Management of Federal Information Resources

• OMB Memorandum M-06-16, Protection of Sensitive Agency Information

• OMB M-07-16 Safeguarding Against and Responding to the Breach of Personally

Identifiable Information

• OMB M-07-18 Implementation of Commonly Accepted Security Configurations for

Windows

• Operating Systems (Federal Desktop Core Configuration)

• National Institute of Standards and Technology (NIST) Special Publications (SP) to include the minimum security controls identified in SP 800-53A and Certification and Accreditation Process in SP 800-37

• Federal Information Processing Standards (FIPS) to include but not limited to FIPS 140- 2(Security Requirements for Cryptographic Modules), 199, 200, etc.

These requirements safeguard IT services provided to NASA such as the management, operation, maintenance, development, and administration of hardware, software, firmware, computer systems, networks, and telecommunications systems. Along with these federal guidelines, it is expected that any solution comply with the standards detailed within NASA Agency and Center Information Technology (IT) Security Policy which will be made available with the approval of the NASA Agency and/or Center IT Security personnel as needed. In addition to existing Federal standards and guidelines, it is the Contractor's responsibility to adhere to new requirements that pertain to the security of unclassified information and information systems as these requirements are issued.

Information systems used or operated by the NASA or by a Contractor of the NASA or other organization on behalf of the NASA must be authorized to operate by the NASA Authorizing Official (AO) through the certification and accreditation process as outlined in NIST SP 800- 37, Guide for the Security Certification and Accreditation of Federal Information Systems.

The certification process verifies that information systems have employed security controls consistent with the sensitivity of the information maintained by the system as defined by FIPS 199 and SP 800-53A and acceptably meets federal standards such as the list of regulations identified above. During the C&A process, the Contractor is required to work with the Government in good faith and without question or delay to ensure that adequate mechanisms are in-place and used to protect information produced, processed, stored, and/or transmitted on or by the application.

Within a time agreed upon by all parties involved after contract award, the Contractor shall submit an IT Security Plan that includes descriptions of the management, operational, and technical security controls (as defined in NIST 800-53) employed in the system to the Contracting Officer for NASA approval. This security plan shall be prepared consistent in form and content with NIST SP 800-18, Guide for Developing Security Plans for Federal Information Systems, and include any additions/augmentations described by NASA IT Security Policy. The security plan shall identify and document appropriate IT security controls consistent with the sensitivity of the information and the requirements of FIPS 200, Minimum Security Requirements for Federal Information and Information Systems. The plan shall be reviewed and updated in accordance with NIST SP 800-53A, Recommended Security Controls for Federal Information Systems and FIPS 200 on a yearly basis. Strict security requirements shall be imposed for work tasks that will be accomplished at the contractor facility which includes but is not limited to:

• Making configuration changes to improve security (harden the application) and/or otherwise address/mitigate discovered security vulnerabilities

• Providing all requested information and resolve any information security vulnerabilities identified by the NASA Agency and/or Center IT Security or detailed in the Risk Assessment Report

• National Institute of Standards and Technology (NIST Special Publication (SP) 800-37, Guide for the Security Certification and Accreditation of Federal Information Systems, National Institute of Standards and Technology

• Special Publication (SP) 800-53A,Recommended Security Controls for Federal Information Systems,

• Contractor shall not co-host NASA systems with third party sites that contain inappropriate content which may include but is not limited to pornography, gambling, and political views. Political Campaigns that use the Salesforce solution is acceptable.

• As NASA System Support Staff, the contractor may not use NASA equipment for activities that could be considered offensive or inappropriate, include activities that may:

• Place undue burden on NASA system components and resources.

• Involve fundraising, non-NASA commercial purposes, non-NASA profit activities, stock trades, and gambling.

• Result in access or transmission of objectionable material

• Incur additional cost to the NASA

35. POINTS OF CONTACT: The following individuals have been designated as point of contact for administration of this agreement:

Caitlin Poulton Contract Specialist 228-813-6211 Caitlin.M.Poulton@nasa.gov

Desiree Vogt Contracting Officer 228-813-6175 Desiree.L.Vogt@nasa.gov

Justin Fraser Lead Contracting Officer 228-813-6153 Justin.S.Fraser@nasa.gov

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

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

FAR Clauses: http://farsite.hill.af.mil/vmfara.htm NFS Clauses: http://farsite.hill.af.mil/vmnasaa.htm

FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCOPORATED BY

REFERENCE:

☒52.202-1 Definitions (Jun 2020) ☒52.203-3 Gratuities (Apr 1984) ☒52.203-12 Limitation On Payments To Influence Certain Federal Transactions (Jun 2020) ☒52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Jun 2020) ☒52.204-2 Security Requirements (Aug 1996), Alternate I ☒52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011) ☒52.204-10 – Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) ☒52.204-13 System for Award Management Maintenance (Oct 2018) ☒52.204-18 Commercial and Government Entity Code Maintenance (Jul 2016) ☒52.204-19 Incorporation by Reference of Representations and Certifications. (Dec 2014) ☒52.204-21 – Basic Safeguarding of Covered Contractor Information Systems. (Jun 2016) ☒52.204-23-Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) ☒52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.(Aug 2020) ☒52.209-10 – Prohibition on Contracting With Inverted Domestic Corporations (Nov 2015) ☒52.212-4 Contract Terms and Conditions--Commercial Items (Oct 2018) ☒52.227-14 Rights in Data – General (May 2014) ☒52.229-4 Federal, State And Local Taxes (Feb 2013) ☒52.232-1 Payments (Apr 1984) ☒52.232-17 Interest (May 2014) ☒52.232-23 Assignment Of Claims (May 2014) ☒52.232-25 Prompt Payment (Jan 2017) ☒52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) ☒52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013) ☒52.233-1 Disputes (May 2014) ☒52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) ☒52.239-1 Privacy or Security Safeguards (Aug 1996) ☒52.242-13 Bankruptcy (Jul 1995) ☒52.242-15 Stop-Work Order (Aug 1989)

☒52.246-25 Limitation Of Liability--Services (Feb 1997) ☒52.247-34 F.o.b. Destination (Nov 1991)

NASA FAR SUPPLEMENT (NFS) CLAUSES INCORPORATED BY REFERENCE:

☒1852.203-71 Requirements to Inform Employees of Whistleblower rights (AUG 2014) ☒1852.204-76 Security Requirements for Unclassified Information Technology Resources (Jan 2011) ☒1852.211-70 Packaging, Handling, and Transportation (Sep 2005) ☒1852.223-72 Safety and Health (Short Form) (Jul 2015) ☒1852.227-14 Rights in Data-General ☒1852.232-77 Limitation of Funds (Fixed Price Contract) (Mar 1989) ☒1852.237-72 Access to Sensitive Information (Jun 2005) ☒1852.237-73 Release of Sensitive Information (Jun 2005)

NFS AND FAR CLAUSES IN FULL TEXT:

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS - COMMERCIAL ITEMS (Jan 2021)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115- 91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] ☒(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

☒(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 3509).

☐(3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

☒(4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) (31 U.S.C. 6101 note).

☐(5) [Reserved] ☒(6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

☒(7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

☒(8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Jun 2020) (31 U.S.C. 6101 note).

☒(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

☐(10) [Reserved] ☐(11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

☐(ii) Alternate I (Mar 2020) of 52.219-3.

☐(12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

☐(ii) Alternate I (Mar 2020) of 52.219-4.

☐(13) [Reserved] ☒(14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2020) (15 U.S.C. 644).

☐(ii) Alternate I (Mar 2020).

☐(iii) Alternate II (Nov 2011).

☐(15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

☐(ii) Alternate I (Mar 2020) of 52.219-7.

☐(iii) Alternate II (Mar 2004) of 52.219-7.

☒(16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

☐(17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (15 U.S.C. 637 (d)(4)).

☐(ii) Alternate I (Nov 2016) of 52.219-9.

☐(iii) Alternate II (Nov 2016) of 52.219-9.

☐(iv)Alternate III (Jun 2020) of 52.219-9.

☐(v) Alternate IV (Jun 2020) of 52.219-9.

☐(18) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

☒(19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)).

☐(20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

☐(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f).

☒(22) 52.219-28, Post Award Small Business Program Rerepresentation (Nov 2020) (15 U.S.C.

632(a)(2)).

☐ (ii) Alternate I (MAR 2020) of 52.219-28 ☐(23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

☐(24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Mar 2020) (15 U.S.C. 637(m)).

☒(25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

☒(26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2020) (E.O.

13126).

☒(27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

☒(28) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

☐ (ii) Alternate I (Feb 1999) of 52.222-26.

☒(29) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

☐ (ii) Alternate I (July 2014) of 52.222-35.

☒(30) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

☐ (ii) Alternate I (July 2014) of 52.222-36.

☒(31) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

☒(32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

☒(33) (i) 52.222-50, Combating Trafficking in Persons (OCT 2020) (22 U.S.C. chapter 78 and E.O. 13627).

☐(ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

☒(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

☐(35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

☐(ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

☐(36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

☐(37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

☐(38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514 ☐(ii) Alternate I (Oct 2015) of 52.223-13.

☐(39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

☐(ii) Alternate I (Jun 2014) of 52.223-14.

☐(40) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C.

8259b).

☐(41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

☐(ii) Alternate I (Jun 2014) of 52.223-16.

☒(42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Jun 2020) (E.O. 13513).

☐(43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

☐(44) 52.223-21, Foams (Jun 2016) (E.O. 13693).

☐(45)(i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

☐(ii) Alternate I (Jan 2017) of 52.224-3 ☒(46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

☐(47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C.

4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110- 138, 112-41, 112-42, and 112-43).

☐(ii) Alternate I (May 2014) of 52.225-3.

☐(iii) Alternate II (May 2014) of 52.225-3.

☐(iv) Alternate III (May 2014) of 52.225-3.

☒(48) 52.225-5, Trade Agreements (Oct 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

☒(49) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

☐(50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

☐(51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

☐(52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

☐(53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.

4505), 10 U.S.C. 2307(f)).

☐(54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

☒(55) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Oct 2018) (31 U.S.C. 3332).

☐(56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

☐(57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

☐(58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

☐(59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).

☐(60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

☐(ii) Alternate I (Apr 2003) of 52.247-64.

☐(ii) Alternate II (Feb 2006) of 52.247-64

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] ☐(1) 52.222-41, Service Contract Labor Standards (August 2018) (41 U.S.C. chapter 67.).

☐(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

☐(3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (August 2018) (29 U.S.C.206 and 41 U.S.C.

chapter 67).

☐(4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

☐(5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

☐(6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

☐(7) 52.222-55, Minimum Wages Under Executive Order 13658 (Nov 2020) (E.O. 13658).

☐(8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

☐(9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (Jun 2020) (42 U.S.C. 1792).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C.

3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115- 232).

(v) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(viii) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C.

793).

(x) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xii) 52.222-41, Service Contract Labor Standards (Aug 2018), (41 U.S.C. chapter 67).

(xiii) (A) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)

(xv) 52.222-53, Exemption from Application of the Service Contract…