Attachment D - Terms and Conditions.pdf

80LARC905745Q

FAR CLAUSES

Clauses incorporated by reference:

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT. (JUN 2020)

ALTERNATE I (NOV 2021)

52.211-5 MATERIAL REQUIREMENTS. (AUG 2000)

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES. (NOV 2023)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES. (DEVIATION FEB

2025) (JAN 2025) (DEVIATION)

52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE. (NOV 2020)

52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES. (JAN 2025)

52.222-50 COMBATING TRAFFICKING IN PERSONS. (NOV 2021)

52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA. (FEB 2021)

ALTERNATE I (JUL 1995)

52.225-1 BUY AMERICAN - SUPPLIES. (OCT 2022)

52.226-8 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING. (MAY 2024)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD MANAGEMENT.

(OCT 2018)

52.242-13 BANKRUPTCY. (JUL 1995)

(End of by reference clauses)

52.211-16 VARIATION IN QUANTITY. (APR 1984)

(a) A variation in the quantity of any item called for by this contract will not be accepted unless the variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified in paragraph (b) below.

(b) The permissible variation shall be limited to:

X Percent increase 10%

X Percent decrease 10%

This increase or decrease shall apply to each separate quantity specified in the delivery schedule.

(End of clause)

FAR CLAUSES

52.216-2 ECONOMIC PRICE ADJUSTMENT - STANDARD SUPPLIES. (NOV 2021)

(a) The Contractor warrants that the unit price stated in the Schedule, Block 23 of the SF1449, for each separate deliverable quantity specified is not in excess of the Contractor's applicable established price in effect on the contract date for like quantities of the same item. The term unit price excludes any part of the price directly resulting from requirements for preservation, packaging, or packing beyond standard commercial practice. The term established price means a price that (1) is an established catalog or market price for a commercial product sold in substantial quantities to the general public, and (2) is the net price after applying any standard trade discounts offered by the Contractor.

(b) The Contractor shall promptly notify the Contracting Officer of the amount and effective date of each decrease in any applicable established price. Each corresponding contract unit price shall be decreased by the same percentage that the established price is decreased. The decrease shall apply to those items delivered on and after the effective date of the decrease in the Contractor's established price, and this contract shall be modified accordingly.

(c) If the Contractor's applicable established price is increased after the contract date, the corresponding contract unit price shall be increased, upon the Contractor's written request to the Contracting Officer, by the same percentage that the established price is increased, and the contract shall be modified accordingly, subject to the following limitations:

(1) The aggregate of the increases in any contract unit price under this clause shall not exceed 10 percent of the original contract unit price.

(2) The increased contract unit price shall be effective (i) on the effective date of the increase in the applicable established price if the Contracting Officer receives the Contractor's written request within 10 days thereafter or (ii) if the written request is received later, on the date the Contracting Officer receives the request.

(3) The increased contract unit price shall not apply to quantities scheduled under the contract for delivery before the effective date of the increased contract unit price, unless failure to deliver before that date results from causes beyond the control and without the fault or negligence of the Contractor, within the meaning of the Default clause.

(4) No modification increasing a contract unit price shall be executed under this paragraph (c) until the Contracting Officer verifies the increase in the applicable established price.

(5) Within 30 days after receipt of the Contractor's written request, the Contracting Officer may cancel, without liability to either party, any undelivered portion of the contract items affected by the requested increase.

(d) During the time allowed for the cancellation provided for in subparagraph (c)(5) above, and thereafter if there is no cancellation, the Contractor shall continue deliveries according to the contract delivery schedule, and the Government shall pay for such deliveries at the contract unit price, increased to the extent provided by paragraph (c) above.

NFS CLAUSES

Clauses incorporated by reference:

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (JUL 2023)

1852.215-84 OMBUDSMAN. (NOV 2023)

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

1852.237-73 RELEASE OF SENSITIVE INFORMATION. (JUN 2005)

(End of by reference clauses)

1852.216-78 FIRM FIXED PRICE. (DEC 1988)

The total firm fixed price of this contract is $ [Insert the appropriate amount].

(End of clause)

1852.225-71 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (FEB 2012) (DEVIATION)

(a) Definition - "China" or "Chinese-owned company" means the People's Republic of China, any company owned by the People's Republic of China or any company incorporated under the laws of the People's Republic of China.

(b) Public Laws 112-10, Section 1340(a) and 112-55, Section 539, restrict NASA from contracting to participate, collaborate, coordinate bilaterally in any way with China or a Chinese-owned company using funds appropriated on or after April 25, 2011. Contracts for commercial and non developmental items are exempted from the prohibition because they constitute purchase of goods or services that would not involve participation, collaboration, or coordination between the parties.

(c) This contract may use restricted funding that was appropriated on or after April 25, 2011. The contractor shall not contract with China or Chinese-owned companies for any effort related to this contract except for acquisition of commercial and non-developmental items. If the contractor anticipates making an award to China or Chinese-owned companies, the contractor must contact the contracting officer to determine if funding on this contract can be used for that purpose.

(d) Subcontracts - The contractor shall include the substance of this clause in all subcontracts made hereunder.

(End of clause)

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

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

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

(c) Payment requests.

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

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

NFS CLAUSES

(i) Vouchers.

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

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

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

(D) Progress reports, as required.

(ii) Invoices.

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

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

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

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

(C) A clear explanation of the fee calculations.

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

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

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

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office.

Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph (b) of this section.

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

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

CENTER UNIQUE CLAUSES

LARC 52.201-90 NAMING/NUMBERING SCHEME FOR CLAUSES IN FULL TEXT AND FOR

CLAUSES INCORPORATED BY REFERENCE (MAR 2012)

There are various types of clauses contained in the contract. Most clauses will reference a numbered cite such as:

Federal Acquisition Regulation (FAR 52.#); NASA FAR Supplement (NFS 1852.#); or Langley Research Center (LaRC 52.#). There are also clauses that have no numbered cite designation. Those clauses were written by LaRC for this specific contract or were written as generic Agency clauses specific for this contract type.

(End of clause)

LARC 52.204-91 SECURITY PROGRAM/FOREIGN NATIONAL EMPLOYEE ACCESS

REQUIREMENTS (JUN 2024)

a) Applicable Definitions:

Foreign National: A foreign national is any person who is not a U.S. citizen, lawful permanent resident, or protected individual as defined by 8 U.S.C. 1101(a) (20) and 8 U.S.C. 1324b(a) (3). This also means any foreign corporation, business association, partnership, trust, or society, as well as any international organizations, any foreign government, and any agency or subdivision of foreign governments (e.g., diplomatic missions).

Lawful Permanent Resident (LPR): An LPR is any foreign person legally permitted to reside and work within the United States, to include protected individuals. LPRs are to be afforded all the rights and privileges of a U.S. citizen with the exception of voting, holding public office, access to classified national security information, and employment in the federal sector (except for specific needs or under temporary appointment per 5 CFR, Part 7, Section 7.4). LPRs are not prohibited from accessing export controlled items and information, but must have a work-related "need-to-know" for access. LPRs are considered foreign nationals under immigration laws. LPR, as defined herein, is to replace the term “Permanent Resident Alien” (PRA) in all NASA guidance that has not yet been updated to the use of LPR.

Visit: A visit is any means by which, and any duration for which, access is obtained to non-public NASA assets.

NASA Asset: A system, item, person or any combination thereof, that has importance or value to the NASA mission.

People, data, technology, buildings, property, vehicles, blueprints, contracts, records, and funds are examples of what may constitute a NASA asset.

Access: Access, with regard to NASA assets, is the explicit granting of permission to enter and/or use NASA facilities, interact with NASA personnel, and/ or use NASA information and related information processing services.

Physical Access: Physical access is the ability to touch, or walk into or up to, a NASA Asset. Physical access is controlled through the use of door locks, card readers, gates, fences, officers, walls. The purpose of these controls is to limit access to those persons who have been granted permission to access controlled assets.

Logical Access: Logical access, commonly referred to as IT access, is the ability to interact with electronic data, applications, or systems.

b) The Contractor shall adhere to the Center and Agency-wide program policy and guidance for security operations and comply with current versions of the following:

NPR 1600.1, NASA Security Program Procedural Requirements

NPD 1600.9, NASA Insider Threat Program

NPD 1600.3, Policy on Prevention of and Response to Workplace Violence

NPR 1600.3, Personnel Security

NPR 1600.4, Identity and Credential Management.

c) For any contract requiring a Facility Clearance Level (FCL) for access to Classified National Security Information (CNSI), the Contractor shall adhere to the Agency-wide program policy and guidance related to the protection of CNSI by complying with NPR 1600.2, NASA Classified National Security Information (current version).

d) For any contract requiring an FCL for access to CNSI and requiring access to Communications Security (COMSEC) equipment, the Contractor shall adhere to the Agency-wide program policy and guidance related to the protection of COMSEC equipment by complying with NPR 1600.6, Communications Security (COMSEC) (NPR

1600.6 is a protected document that can be obtained by contractors that have a need-to- know. The LARC point of contact is the LARC COMSEC Account Manager (CAM)).

e) At all times while on NASA property, the Contractor, subcontractors, their employees, and agents shall wear NASA issued credentials. NASA credentials will be issued in accordance with NPR 1600.4A, Identity and Credential Management. The employee’s Facility Security Officer (FSO) and/or Designated Official (DO) will submit an identity request for temporary (between 29 and 179 days) or permanent (greater than 180 days) credentials within the NASA Identity and Access Management (IdMAX) system.

f) Credentials will be issued at the following locations: NASA Langley Badge and Pass Office or other NASA Center as coordinated and approved by the Protective Services Office.

g) Requirements for Physical and Logical Access for Foreign Nationals:

1. Physical and logical access to the NASA Langley Research Center (LaRC) by foreign nationals shall be approved in accordance with NPR 1600.4. Chapter 4, “Identity and Credential Management” and the NASA Foreign National Access Management Operations Manual (May 2016).

2. Center access approval requires a minimum of 10 (ten) working days advance notice. Designated country nationals require a minimum of 30 (thirty) working days advance notice because of additional approval requirements. Information on Designated Countries is available at: https://oiir.hq.nasa.gov/nasaecp/docs/DCList_10- 24-2018.pdf.

3. Foreign nationals shall be escorted at all times while on Center by a NASA Civil Servant or permanently badged contractor who has completed the required NASA Foreign National Escort Training module in SATERN, and has the Foreign National Escort role in NAMS unless otherwise approved by the Center Chief of Protective Services. In exceptional cases as required by NASA Mission requirements, a waiver to the escort requirement may be granted by the Center Chief of Protective Services.

4. Foreign Nationals must request and obtain prior approval from Joint Base Langley-Eustis prior to entering Joint Base Langley-Eustis through the NASA LARC Protective Services Office International Visits Coordinator. Access is subject to conditions imposed by Joint Base Langley-Eustis and may require a U.S. citizen escort at all times.

Information is available at: https://lms.larc.nasa.gov/admin/documents/LF295_1.1.pdf. Note: Links to documents and forms accessed require the document/form to be downloaded/saved and then opened in Adobe acrobat to access the form's content. Document requires Adobe 8 or higher.

h) Requirements for Physical and Logical Access for LPRs:

1. Visit requests shall be submitted directly to the Badge and Pass Office (BPO) through the Enterprise Visitor Access Management System (EVAMS). LPRs may be sponsored for Center access by permanently badged contractor employees or NASA civil servants. Contractor LPRs shall be sponsored by the employing contractor. All LPRs must confirm their status by providing their ORIGINAL valid State Department Documentation (Permanent Resident Card/in a 365-day periodGreen Card). (Copies, facsimiles, or photographs of the State Department Documentation will NOT be accepted).

2. LPRs who will be at LaRC in excess of 29 days in a 365-day period will be processed through IdMAX.

Additionally, LPRs who require physical access (electronic reader capabilities), or logical access will be processed through IdMAX.

3. LPRs who will be at LaRC in excess of 179 days will be processed for PIV credentials that will remain valid for 5 years.

4. The Contractor is responsible for ensuring credentials issued to LPRs sponsored by the Contractor are returned when the LPR no longer requires access to NASA LaRC under the contract or no longer works for the Contractor.

5. LPRs on a work related, "need-to-know” basis are allowed access to export-controlled commodities. It is incumbent on the Government Branch Head or Program Manager to determine who should have access to export-controlled information. The Protective Services Office, the Office of Chief Counsel, and the Center Export Administrator are available for guidance to the Government Branch Head or Program Manager.

6. LPRs are permitted to carry personal mobile devices on Center. Personal mobile devices are not be used to record, store, or process NASA data and are not to be used to take photographs within NASA facilities.

7. LPRs must request and obtain prior approval from Joint Base Langley-Eustis prior to entering Joint Base Langley-Eustis. Access is subject to conditions imposed by Joint Base Langley-Eustis and may require a U.S. citizen escort at all times. Information is available at: https://lms.larc.nasa.gov/admin/documents/LF295_1.1.pdf. Note:

Links to documents and forms require the document/form to be downloaded/saved and then opened in Adobe acrobat to access the form's content. Document requires Adobe 8 or higher.

i) Violation of security policies by personnel may result in withdrawal of Center access for the offending personnel and/or contractual actions against the Contractor and possible criminal prosecution for violation of export control laws and laws regarding access to Government facilities.

(End of clause)

LARC 52.204-92 REQUIREMENTS FOR ACCESS TO NASA LANGLEY RESEARCH CENTER (MAY

2023)

a) Visitors seeking entry to NASA Langley Research Center using a state-issued driver’s license or state-issued personal identification card are advised that identification documents must be compliant with the REAL ID Act of 2005, Public Law 109-13. Information on the REAL ID Act of 2005, Public Law 109-13 requirements can be found at: http://www.dhs.gov/real-id-public-faqs. Questions concerning REAL ID can be forwarded to the NASA Langley Badge and Pass Office via email at LaRC-RealId@mail.nasa.gov

b) A state-issued ID that is non-compliant with the REAL ID standards cannot be used for access to the Center.

c) The following alternate forms of identification are accepted for NASA LaRC access:

1. Federal employee badges,

2. Passports,

3. Military identification cards,

4. Enhanced Driver’s Licenses,

5. U.S. Coast Guard Merchant Mariner Card,

6. Native American tribal document,

7. School identification accompanied by an item from List C.

d) Visitors without acceptable identity documents require specific authorization from the Center Chief of Protective Services and escort by permanently badged NASA employees or permanently badged contractor employees at all times while present on the NASA Langley Research Center.

LARC 52.211-96 DELIVERY REQUIREMENTS (AUG 2021)

a) Delivery is required to be made by the period of performance end date identified in the Statement of Work.

b) Delivery shall be f.o.b. destination.

National Aeronautics and Space Administration

Langley Research Center

Transonic Dynamics Tunnel B648 (located on Langley Air Force Base)

Hampton, VA 23681-2199

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

destination site between the hours of 8:30 a.m. to 2:30 p.m., Monday through Friday, except for Government holidays, or as otherwise established as a result of the notification requirement cited above.

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

e) At delivery, the Government may provide personnel and equipment; e.g., forklift and/or crane service, if requested by the Contractor. Notwithstanding Government assistance, the Contractor shall retain full responsibility for equipment handling, even if a Contractor's representative is not present during this process.