CPFF MESA Std Subcontract Final.pdf

Subcontract No. TBD

COST PLUS FIXED FEE RESEARCH & DEVELOPMENT

SUBCONTRACT WITH A PROFIT ORGANIZATION

STANDARD SUBCONTRACT

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 Engineering Support & Assistance (MESA)

AND IS A

SUBCONTRACT UNDER JPL's NASA PRIME CONTRACT

SUBCONTRACT CONTENTS/SCHEDULE

ARTICLES

ARTICLE 1. STATEMENT OF WORK AND DELIVERY/MILESTONE

SCHEDULE

ARTICLE 2. PAYMENT PROVISIONS

ARTICLE 3. SPECIAL PROVISIONS ……………………………………………...26

ARTICLE 4. ALTERATION PROVISIONS ………………………………………..35

ARTICLE 5. OPTION PROVISIONS ……………………………………………….37

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 12/24

ADDITIONAL GENERAL PROVISIONS (AGPs) SET, dated 07/19. Note: Only the AGPs listed below are incorporated into this Subcontract:

• Audit-Negotiation – Access to Computers

• Continuity of Services

• Designation of New Technology Representative and Patent Representative

• Emergency Medical Services and Evacuation

• Filing of Patent Applications - Classified Subject Matter

• Flight Systems or Subsystems – Overtime

• Integration of Environment, Safety, and Health into the Contractor's Management

System

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

Obligation and Limitation of Funds for Task SWO

• Patent Rights - Ownership by the Contractor

• Patent Rights - Retention by the Contractor (Short Form)

• Personal Identity Verification of Contractor Personnel

• Preventing Personal Conflicts of Interest

• Safety and Health Measures and Mishap Reporting

• Security Requirements

• Security Requirements for Unclassified Information Technology Resources

Note: Other Additional General Provisions may apply to this Subcontract and will be incorporated in the Subcontract Work Order(s).

https://acquisition.jpl.nasa.gov/terms-conditions/

ARTICLE 1. STATEMENT OF WORK AND DELIVERY/MILESTONE SCHEDULE

1.0 The Subcontractor shall provide the labor, materials, equipment, and facilities necessary to perform mechanical systems engineering tasks in support of Quality

Critical Item (QCI), as defined in Exhibit 1: Subcontract Work Order (SWO) Procedure, and non-QCI technology development, system engineering, hardware development, and integration and test activities. Tasks, based on detailed specifications in individual

SWOs, will span project formulation through flight system development and will include requirements definition, concept development, trade study execution, hardware design, modeling, simulation, analysis, review support, mechanical fabrication, inspection, assembly, integration and test, and technical documentation support. Task execution will be performed at JPL, the Subcontractor’s facility, or other defined locations. Technical disciplines include:

Core Mechanical

1.1 Systems Engineering: system requirements development, concept development, interface definition, requirements tracking and documentation, technical documentation development, verification & validation (V&V) support, test definition and execution, integration and test support, and test data analysis and documentation.

1.2 Mechanical Engineering:

1.2.1 Mechanical hardware design, analysis, fabrication, integration and testing of metallic and composite structures, deployment mechanisms, mechanical devices, and mechanical ground support equipment.

1.2.2 Structural Analysis: finite element modeling; stress, loads, and dynamics analysis;

structural test development and planning, structural test execution and support.

1.3 Thermal, Fluids, and Cryogenic Engineering:

1.3.1 Thermal hardware design and development

1.3.2 Thermal analysis, aerodynamic and aero-thermodynamic analysis, computational fluid dynamics analysis, thermal test development and planning, thermal test execution and support.

1.4 Materials and Process Engineering: material and process review, analysis, test, and technical documentation support.

1.5 Cable/Harness Engineering: harness design, fabrication and test support.

Specialty Mechanical

1.6 Optical and Opto-Mechanical Systems

1.6.1 Optical system design, analysis, ray trace, and prescription development.

1.6.2 Design, analysis, fabrication, assembly, and test of optical bench structures, optical components, filter wheels, and focus mechanisms.

1.7 Mechatronics Systems: mechatronics design and implementation including electrical and mechanical interfaces, firmware, and hardware; modeling and simulation;

autonomous or remotely controlled mechanisms; moving mechanical assemblies for manipulation, mobility and pointing, sensing and feedback devices; and electrical and mechanical ground support equipment for testing.

2.0 All work to be performed under the Subcontract shall be directed to the

Subcontractor by use of a “Subcontract Work Order” (SWO), in accordance with

Exhibit 1, entitled “Subcontract Work Order Procedure.” The Subcontractor shall be responsible for delivering fully compliant products and services, in accordance with the

Work Description specified on each SWO.

3.0 In furtherance of this effort, the Subcontractor shall:

3.1 Adhere to JPL Design Principles for MESA, Exhibit 4, for the execution of tasks under this subcontract unless specified otherwise in the individual task.

3.2 Deliver Subcontract Data Requirements List (SDRL)/Data Requirements

Document (DRD) items referenced in Exhibit 5.

3.3 Submit a Quality Assurance Plan which addresses quality policies, processes and procedures that will be used for this subcontract.

3.4 Provide JPL QA personnel access to the Subcontractor’s documentation and records of policies, guidelines and procedures used in the design, analysis, manufacturing, inspection, and test of the products for this subcontract.

3.5 Each SWO will have a tailored set of DRDs required by the Project requesting the work. A complete list of DRDs potentially applicable to the work under this subcontract is provided in Exhibit 14.

Each individual SWO will select only a subset of DRDs from this Exhibit.

3.6 For the documentation required by each SWO, JPL’s approval is required if data are delivered “in place” at the Subcontractor’s facility. “In place” documentation shall be made accessible to JPL personnel for review and/or approval in a timely manner. The Subcontractor shall maintain these records for a period after the date of delivery, consistent with the terms of the Subcontract.

3.7 Notify the SCM and CTM in writing of all organizational changes, including change of ownership/name, change of key project personnel, changes in product and/or process, changes of suppliers, changes of manufacturing and facility locations.

3.8 Notify CTM and JPL QA in writing prior to JPL Mandatory Inspection Points (MIPs): within California – 3 days, within continental US – 5 days, international – 10 days. MIPs will be specified on each SWO as required by JPL.

3.9 Notify CTM and JPL QA in writing regarding all Material Review Board (MRB) Class 1/Major non-conformances within two (2) business days.

3.9.1 The Subcontractor shall provide notice of all other non-conformances

(commonly referred to as Class 2/Minor MRBs) if requested by JPL.

Note: Class 1/Major non-conformances are those that affect the JPL interface with respect to fit, form, function, safety, reliability, or interchangeability, and other JPL-identified critical items. This includes "Use As Is", “Repair”, and “Scrap” of JPL furnished material dispositions (commonly referred to as Class 1/Major MRBs).

Note: Repair dispositions shall be approved by JPL QA and the JPL Project prior to proceeding with the repair. After completion of the repair, hardware shall be inspected and accepted by JPL QA at JPL or the Subcontractor’s site.

3.10 The Subcontractor shall provide root cause analyses and corrective actions for nonconformances when requested by JPL.

3.11 Designate one overall Program Manager (PM) who is responsible for the technical and programmatic performance of the subcontract, along with authority to acknowledge receipt of SWOs on behalf of the Subcontractor. The PM shall be knowledgeable of all SWO tasks, keep JPL apprised of any technical, personnel, and administrative issues, and be empowered to resolve such problems on behalf of the Subcontractor. In performance of this subcontract, the PM shall:

3.11.1 Conduct weekly status meeting with the JPL Contract Technical Manager

(CTM) and JPL Subcontract Manager (SCM) for the purpose of reviewing and reporting the progress and status of cost, schedule, and technical performance associated with each SWO utilizing the Exhibit 3: Weekly

Subcontract Work Order Status Report Template for the discussion.

3.11.2 Report via the JPL web-based workflow tracking system for tracking RFP status and load proposal documents and fully executed SWOs.

3.11.3 Manage on-boarding in accordance with Exhibit 6 “Unescorted Access:

Subcontractor Badging Instructions and Requirements” and offboarding of affiliates including but not limited to the return of: Laptops, RSA Tokens, JPL Badges, Cell Phones, etc.

3.11.4 Provide on a quarterly basis an updated list of personnel working on all active SWOs.

3.11.5 Participate in technical and management meetings at JPL or

Subcontractor’s facility as required by individual SWOs, including but not limited to: Requirements Reviews, Design Reviews, Implementation

Reviews, Test Reviews, Operational Readiness Reviews, Technical

Working Groups, technical presentations, Monthly Management Reviews at the SWO level, and ad-hoc meetings.

3.11.6 Resolve any Subcontractor or sub-tier Subcontractor personnel or subcontract problems including situations which warrant investigation, disciplinary action, or termination.

3.11.7 As applicable, manage Subcontractor personnel who are assigned to perform work at a JPL Sensitive Compartmented Information Facility (SCIF). This shall include maintaining frequent communication and contact (monthly at a minimum) with such SCIF assigned Subcontractor personnel and managing such employees’ needs and transactions while working at JPL.

3.11.8 Ensure sub-tiers and new Subcontractor employees have been vetted for their skills and availability prior to proposal responses.

3.11.9 In the event former JPL employees are hired, the PM shall notify the JPL

Subcontracts Manager in the SWO proposal response when any former

JPL or Caltech employee will be assigned to tasks associated with this subcontract, regardless of when the former JPL or Caltech employee separated from JPL.

3.12 The Program Manager, Subcontractor employees, and Subcontractor sub-tiers are responsible for the following:

3.12.1 Shall not solicit and/or market Subcontractor services unless invited to do so by JPL Acquisition personnel. Interaction with JPL employees is to focus on technical aspects/solutions, and performance and cost aspects of the SWO.

3.12.2 Shall contact JPL customers within 48 hours to discuss any concerns or issues on task(s).

3.12.3 Travel to remote locations and to perform work at such locations (non-JPL sites) as designated on the SWO.

3.12.4 Subcontractor personnel who are assigned to a JPL worksite shall be assigned a work schedule consistent with the JPL calendar (i.e. work and holiday schedules).

3.12.5 Subcontractor personnel and sub-tiers shall work off-site (their own facility) and on-site at JPL at no extra travel cost to JPL.

3.13 Provide facilities as follows:

3.13.1 Satisfies the requirements in Article 1 and is within close proximity approximately one hundred and fifty miles (150) miles driving distance of

JPL.

3.13.2 Unless specified otherwise in an SWO, perform all work at a

Subcontractor-provided facility. That facility shall have secure access control and, at a minimum, provide office space for Subcontractor personnel, computer space, computer interconnection access to JPL, end-user areas, video conferencing capability, conference rooms for large face-to-face meetings and training, available guest parking, and work areas such as a small conference room or workspace for technical exchange and interface meetings with JPL.

3.13.3 Provide office space and logical access to Subcontractor’s network to any

JPL employee assigned for temporary work at the Subcontractor’s facility.

3.13.4 Provide JPL access to all applicable Subcontractor’s facilities, and critical lower-tier suppliers’ where work is being performed under this

Subcontract and individual task SWOs, allowing JPL to conduct audits, evaluations, surveys, and mandatory inspection points of JPL hardware, as necessary.

3.14 JPL Furnished IT Systems

3.14.1 The Subcontractor shall use JPL-furnished managed systems (to include

Virtual Desktops), for the performance of this subcontract. Such managed systems include any hardware, software, or interconnected system or subsystem of equipment that is used to process, manage, access, or store

NASA or JPL data, including electronic information. The usage of JPL-furnished managed systems, to include Virtual Desktops shall be used only and solely for the performance of this subcontract. The use of JPL-furnished managed systems satisfies the ‘Security Requirements for

Unclassified Information Technology Resources’ set forth as an

Additional General Provision (AGP).

3.14.2 If an exception is granted for the use of Subcontractor-furnished IT systems, Subcontractor personnel who use computers connected to the JPL network shall comply with the security requirements in the ‘Security

Requirements for Unclassified Information Technology Resources”

(AGP).

3.14.3 The Subcontractor’s computers connected to the JPL network shall be considered a “system” as defined in the current version of the ‘Security

Requirements for Unclassified Information Technology Resources’ AGP and shall comply with the requirements set forth in the provision.

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

3.14.4.1 Representative will be responsible for complying with ‘Security

Requirements for Unclassified Information Technology

Resources’ AGP.

3.14.5 All Subcontractor personnel who will have access to the JPL network will complete the mandatory JPL training on IT Security annually.

3.14.6 Identity, Credential, and Access Management

3.14.6.1 All Subcontractor personnel shall complete the NASA JPL onboarding process to include establishing a NASA JPL Identity and Credential prior to initiating work.

3.14.6.2 As a part of the onboarding process, personnel will submit for a background investigation.

3.15 Provide training in accordance with the following:

3.15.1 The Subcontractor personnel may be required to attend training seminars, classes, symposiums, technical exhibits, or other related training functions necessary to maintain unique technical skills required by JPL on a SWO basis. Unique training skills are specific to JPL and may not be applicable to another organization. The Subcontractor is responsible for coordinating such training, including but not limited to transportation, lodging, tuition, etc. This training will be identified, authorized, and funded on the individual SWO.

3.15.2 Subcontractor personnel are expected to be trained and qualified for the tasks to be performed and to maintain state-of-the-art expertise. Generic

Training Skills are general job skills that personnel are expected to possess to perform work (for example Microsoft Office, Computer Aided Design and Analysis tools, etc.). The Subcontractor is responsible for providing this training. This training will not be specified on the individual SWO.

3.15.2.1 The Subcontractor shall have computer systems equipped with licenses for specialized software for each discipline, including:

a. Structural Analysis:

i. MSC or Simcenter Nastran

ii. FEMAP

iii. Dynamics: MSC Adams

iv. Impact: LS Dyna

b. Mechanical Design (CAD)

i. NX (Siemens)

ii. Solidworks

c. Thermal Engineering

i. Thermal Desktop

d. CFD

i. STAR CCM+

e. Opto-mechanical analysis

i. SigFit

ii. CodeV

iii. Zemax

3.15.3 Ensure that all Subcontractor personnel and lower-tier Subcontractors comply with Subcontractors’ required training and all JPL policies and procedures, in addition to all applicable terms and conditions and flow down requirements of this subcontract prior to starting work at JPL. This also applies to any JPL-controlled facilities. The training and policies/procedures include but are not limited to the JPL provided mandatory training for Subcontractor employees who have physical or electronic access to JPL of NASA Cybersecurity & Privacy Awareness, Working with JPL: Affiliate Mandatory Training, Ethics Awareness, and

Export Control Awareness.

3.15.4 Provide all safety and health training in accordance with the

Subcontractor’s Injury and Illness Prevention Plan (IIPP) prior to the execution of the Subcontract, the applicable state and federal regulations, and in accordance with Subcontractor provided Exhibit 9, Management/Operations Plan. All safety and health training requirements shall be the responsibility of the Subcontractor. Personnel injuries/illnesses shall be documented on Subcontractor Cal-OSHA Form

300 log. Subcontractor shall report serious injuries or fatalities of personnel to Cal-OSHA as specified in CCR Title 8, Section 342, Reporting Work-Connected Injuries.

3.16 Provide Occupational Safety for Subcontractor JPL Facility support services:

3.16.1 Provide onsite safety support for all Subcontractor personnel assigned to work at JPL facilities.

3.16.1.1Review all JPL Risk Reviews, including Facility & Laboratory

Assessment of Safety Hazards (FLASH), System Safety Survey, Instructions for Build, Assembly & Test (IBAT), Procedures for

Build, Assemble, and Test (PBAT), prior to the start of

Subcontract Work Order.

3.16.2 Provide an approved JPL Subcontractor Environmental, Safety and Health

Plan Requirements Form 2885. Approval shall be obtained by the JPL’s

Occupational Safety Program Office (OSPO) prior to commencement of the Subcontract.

3.16.2.1Must flow down all safety and health requirements to lower-tier

Subcontractors including compliance to the prime Subcontractor’s

Safety and Health Plan and Form 2885 or submit their own Safety and Health Plan for JPL review.

3.16.3 Provide Personal Protective Equipment (PPE) as required. JPL will provide only if it is specific to the area or items such as chemical gloves.

Subcontractor provides all other PPE such as Fall Protection, Hearing protection, respirators, safety shoes, prescription safety glasses.

3.16.4 Report Mishaps and close calls into the JPL Mishap Information System

(JIMS): https://jmis.jpl.nasa.gov/

3.16.4.1Send information to your worker’s compensation provider and add any recordable injuries to the OSHA Log.

3.16.5 Ensure that all Subcontractor personnel complete any JPL required Safety

Training prior to beginning work in a JPL facility.

3.16.5.1 Subcontractor will provide their company-provided general safety training that is required. Subcontractor can only take JPL-specific safety training if working onsite and required. Subcontractor will provide proof of the company-provided safety training to JPL prior to start of work.

3.17 Provide JPL access to the Subcontractor’s documentation and records of policies, guidelines and procedures used in the design, analysis, manufacturing, inspection, and test of the product for this subcontract and individual task SWOs.

4.0 Performance Schedule and Delivery Instructions

4.1 The term of this Subcontract shall commence on the date of this Subcontract and continue through TBD, or the date of completion or cancellation of the effort under any SWO then outstanding, whichever is later. However, in no event shall JPL issue any SWO after TBD nor shall the Subcontractor perform work on any SWO issued after this date.

4.2 The Subcontractor shall perform the work defined and required by the SWO’s

Statement of Work and deliver work artifacts in accordance with the delivery requirements specified in the SWO.

4.3 Respond to Request for Proposals to the JPL Subcontracts Manager (SCM) within four (4) JPL business days excluding Regular Day Off (RDO) Fridays. Depending upon the complexity of the work, JPL will provide a longer submission period from the standard four (4) JPL business days.

5.0 Shipment Destination

5.1 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.

5.2 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 https://jmis.jpl.nasa.gov/ 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.

5.3 Packing Slip to include:

5.3.1 Associated Purchase Order (APO) number

5.3.2 Requester’s name

5.3.3 End use location

6.0 Delivery Requirements

6.1 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.

6.2 Subcontract Plans and Documentation

Submit all plans and documentation in accordance with this Article 1.

6.2.1 Submit the IT Security Plan, as specified in Article 1, Paragraph

3.14.4 on or before the execution of the subcontract.

6.2.2 Management/Operation Plan, as specified in Article 1, including the Injury and Illness Prevention Plan (IIPP) as specified in

Paragraphs 3.3 and 3.15.4 on or before subcontract execution. Plan to include but not limited to:

6.2.2.1 Provide Quality Assurance (QA) Plan to be ISO 9001

certified and/or AS 9100 at time of award. Describe how

JPL classifications of hardware and delivery of the work will be in accordance with the quality requirements for flight or non-flight Quality Critical Items (QCI).

6.2.2.2 High level description of the day-to-day operations and management of the subcontract.

6.2.2.3 Subcontractor Training Plan including all training as specified in Paragraphs 3.14.5, 3.15 and 3.16.5 of this

Article 1.

6.2.2.4 Screening and vetting process of employees and lower-tier

Subcontractors.

6.2.2.5 Invoice and reconciliation process/record keeping and reporting.

6.2.3 Environmental Health and Safety Plan as required in Article 1, Paragraphs 3.16.2 and 3.16.5 on or before subcontract execution.

6.3 Supply Chain Risk Management (SCRM) Screening

Submit parts lists and software Bill of Materials (BOM) as defined by the

JPL Provision for NFS 1852.239-74, INFORMATION TECHNOLOGY

SYSTEM SUPPLY CHAIN RISK ASSESSMENT (NASA

PROCUREMENT CLASS DEVIATION 15-03C) (SEP 2018) for any electrical, electronic, electromechanical, and electrically-active photonic devices, software, firmware, and hardware delivered to JPL.

Parts and software BOMs will be reviewed by JPL for SCRM compliance.

If additional detail is needed or questions on items occur, the JPL SCRM team, SCM, CTM, and the Subcontractor will discuss these items as necessary. If items are rejected in the SCRM screening process, corrective action may need to be taken at the sole discretion of JPL.

6.3.1 Lists of all parts included in all items to be delivered to JPL, including those intended to be used in hardware procured from lower-tier Subcontractors, excluding JPL-provided equipment, shall be submitted electronically in Microsoft Excel format to the

SCM, CTM, and scrm-help@jpl.nasa.gov. Parts lists shall also include internal parts used in hybrid, multi-chip module, and soldered assemblies.

The parts lists shall contain the following information:

a. Preliminary Design Lists: 1-3 mos. ADOS

i. Part type

ii. Product name & number

iii. Description

iv. Proposed manufacturer, including name and address

v. Flight part number (if Source Control Drawing)

vi. Procurement part number (if different from flight number)

vii. Manufacturer’s website and CAGE code

viii. Country of Origin

ix. Manufacturer Point-of-Contact, name and email

The item number should be kept unique to that part only.

Changes should be in the form of “adds” and “deletes”.

b. As-Designed Lists: Submit the complete “As-Designed” parts with updates annotated. Same information as preliminary design list.

1 mo. Post-PDR

c. Updates: Part changes annotated as implemented.

As needed

d. As-Built Lists: Same as As-Designed list. All changes from the “As Designed” lists should be annotated with reference to the latest update of the “As-Designed” list.

1 mo. Before delivery

6.3.2 Bill of Materials (BOMs) of all software included in all items to be delivered to JPL, including those intended to be used in hardware procured from lower-tier Subcontractors, excluding

JPL-provided equipment, shall be submitted electronically in

Microsoft Excel format to the SCM, CTM, and scrm-help@jpl.nasa.gov. Software BOMs shall include Open Source

Software, custom software, as well as commercially purchased software.

Software BOMs shall include the following:

a. Preliminary BOM: 1 mo. Pre-PDR

i. Product name & number

ii. Description

iii. Version

iv. Country of Primary Software Development

v. Supplier/OEM/Source POC (Point of Contact), name and email

vi. Supplier/OEM/Source’s website and CAGE code

vii. Supplier/OEM/Source origin location of software download (i.e. URL, Library name)

Changes should be in the form of “adds” and “deletes”.

b. As-Designed BOMs: Submit the complete “As-

Designed” software BOM with updates annotated.

3 mo. Pre-CDR

c. Updates: Software changes annotated as implemented.

As needed

d. Final BOMs: Same as As-Designed BOMs. All changes from the “As Designed” BOM should be annotated with reference to the latest update of the “As-Designed”

BOM. 1 mo. Before delivery

This SOW section covers submittals of all Parts Lists and Software BOMs used on the system or subsystem for SCRM screening. Flow down to lower-tier Subcontractors providing hardware and/or software shall be implemented per the JPL Prime Contract.

7.0 Additional Delivery Requirements

7.1 The Subcontractor shall provide the New Technology Representative as set forth in the Clause Article entitled “Designation of New Technology Representative and Patent Representative” with the annual and final reports of reportable items described in the Clause Article entitled “New Technology.” 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.

7.2 Contractor-Held Asset Tracking System (CHATS) Report

(https://acquisition.jpl.nasa.gov/tc)

Performed Monthly, and the report is to be provided 3 business days after month reported.

7.3 NASA Form 1018 (or equivalent), “NASA Property in the Custody of

Contractors”

First Report: From date of Subcontract thru Sept. 30th;

Subsequent Reports: Oct. 1st thru Sept. 30th.

All Reports due within 30 days after reporting period.

7.4 Annual Results of Inventories

The Subcontractor shall submit the following to JPL promptly after completing an annual physical inventory:

• A listing that identifies all discrepancies disclosed by a physical inventory;

• A signed statement that physical inventory of all or certain classes of

Government property was completed on a given date; and

• Certification that the official property records were found to be in agreement except for any discrepancies reported.

7.5 Annual Verification of Government-Owned/Subcontractor-Held Property

Performed Annually, and due 30 days after receipt of list from JPL through

Subcontract completion.

7.6 Provide a Subcontract Work Order Status Report (Microsoft Excel Spreadsheet

Format) at the SWO level that shall be delivered via E-mail to the JPL Contract file:///C:/Users/gloesch/Documents/Word%20documents/Raytheon/(https:/acquisition.jpl.nasa.gov/tc)

Technical Manager (CTM), Subcontracts Manager (SCM), on a weekly basis

(Exhibit 3).

7.6.1 The SWO Status Report shall include at a minimum: Active SWO number and Title, Start and End dates, JPL project/task number, cumulative actual cost incurred through previous month and indication when the incurred cost is within 75% of the total estimated cost specified in that individual

SWO. Also, green/yellow/red status on technical and schedule for each

SWO.

7.6.2 This report will be a substitute for the mandatory reporting required in paragraph (b) of Additional General Provision Article entitled “Limitation of Obligation and Limitation of Cost for Task SWO Subcontracting” and in paragraph (c) in the Additional General Provision Article entitled

“Limitation of Obligation and Limitation of Funds For Task SWO

Subcontracting,”.

7.6.3 Provide a monthly budget report to JPL SWO task managers. This report is to include at a minimum: Active SWO number and Title, Start and End dates, JPL project/task number, cumulative actual cost incurred through previous month and indication when the incurred cost is within 75% of the total estimated cost (ceiling value) and when current funding is expected to expire.

7.7 Provide on an annual basis information on your lower-tier subcontracting:

Amount expended by the prime Subcontractor (as measured as the aggregate cost of all SWOs). Include the actual workshare for the lower-tier subcontracting by total dollars and percentage of work.

7.8 Submit to the cognizant JPL Subcontracts Manager one (1) copy each of the

Subcontract’s Worker’s Compensation, and Commercial General Liability certificates per General Provision “Insurance – Liability to Third Persons” on or before execution of the subcontract.

8.0 JPL will:

8.1 Provide on-line access to the MESA Subcontract Work Order Tracking Tool. JPL users and Subcontractor will use the web-based workflow tracking system for tracking RFP status and storing SWO-related documents.

8.2 Issue SWOs in accordance with Exhibit 1, indicating the specific effort(s) to be performed and deliverables to be submitted by the Subcontractor to JPL.

8.3 As applicable, designate which SWOs will be performed in the SCIF using the following SWO numbering series:

800 = TS/SCI SWOs

8.3.1 Security Requirements AGP is applicable to the SWO number beginning with an 8. The 800 series will specify the level of security required for that Statement of Work, by using the Subcontract Security Classification

Specification (DD Form 254).

8.4 Designate a Subcontracts Manager (SCM) with authority to administer the

Subcontract in all its aspects, other than those of a technical nature. In this capacity, he/she is authorized, on behalf of JPL:

8.4.1 Transmit all subcontract modifications and Subcontract Work Orders

8.4.2 Process all subcontract correspondence.

8.4.3 Any subcontract modification transmitted to the Subcontractor by the cognizant JPL Subcontracts Manager will be presumed by the

Subcontractor to be properly executed on behalf of the Institute.

8.5 Designate a Contract Technical Manager (CTM) who will monitor technical performance of the Subcontractor for compliance with the technical requirements of this subcontract.

8.6 Designate on each SWO a Technical Representative who will:

8.6.1 Provide documentation, standards, approvals, and/or forms determined by the JPL Technical Representative to be necessary for the performance of work.

8.6.2 Maintain close coordination with the Subcontractor via

telecommunications and meetings as required.

8.6.3 Review documentation provided by the Subcontractor as required by the

SWO and provide approval and/or comments to the Subcontractor or required revisions within two (2) weeks of receipt of the data by JPL, or as required by the SWO.

8.6.4 Be responsible, with support from the CTM and SCM, for the resolution of anomalies associated with the SWO and its Deliverables.

8.7 Furnish all required JPL specific supplies, tools and equipment (except for personal protective equipment (PPE) for the performance of work when required to be performed at JPL or JPL-controlled facility.

8.8 Provide JPL specific or mandatory training required to meet special JPL standards of qualification, specific methods of performance, or otherwise accomplish the specific JPL work assignment as directed on the SWO.

8.9 Provide training to Subcontractor staff on JPL required internal systems, including but not limited to: JPL-ID, JPL Mishap Information System (JIMS), Electronic Invoicing (ELI) and the MESA Contract Tool (MCT).

8.10 JPL will acquire and supply JPL-furnished managed systems and/or Virtual

Desktop Infrastructure (VDI) for the performance of this subcontract. This is limited to all that apply: laptop or desktop computer systems, mobile devices, tablets, printers, Virtual Desktop Infrastructure (VDI). The deployment of JPL-furnished managed systems and/VDI will be provided as part of the on-boarding process, upon subcontract award.

8.11 Provide affiliate badges as per Exhibit 6 “Unescorted Access: Subcontractor

Badging Instructions and Requirements”.

8.12 Provide annual performance reviews, including but not limited to:

8.12.1 JPL Internal Survey from Technical Managers regarding performance.

8.12.2 Performance Indicators including but not limited to completing tasks on time and within budget, quality of deliverables in addition to overall program management.

8.13 Reserve the right to audit the Subcontractor’s Quality Management System and practices to ensure they meet all contractual requirements.

8.14 Support Safety Surveys and ESD Surveys, as applicable, at Subcontractor’s facilities and at critical lower-tier Subcontractors.

8.15 Attend and participate, as applicable, in Subcontractor and lower-tier

Subcontractor technical discussions and reviews, including, but not limited to:

Design Reviews, Manufacturing Readiness Reviews, Test Readiness Reviews and

Pre-Ship Reviews.

8.16. Serve as a member of the Subcontractors’ MRB, along with the JPL Project, and approve all Material Review Board Class 1/Major non-conformances.

8.17 Review the Subcontractor’s Product Inspection, Assembly and Test Flow Chart and insert the JPL QA Mandatory Inspection Points (JMIPs) as specified on the individual SWO.

8.18 Review the Subcontractor’s critical lower-tier suppliers’ Product Inspection, Assembly and Test Flow Chart and insert the JPL QA Mandatory Inspection

Points (JMIPs) as specified on the individual SWO.

8.19 Perform in-process and final JMIPs required by the Product Inspection, Assembly and Test Flow Charts as specified on the individual SWO.

8.20 Witness all acceptance and environmental tests, as JPL deems necessary.

8.21 JPL QA and the project task manager will approve repair dispositions prior to proceeding with the repair. After completion of the repair, JPL QA will inspect and provide acceptance.

9.0 Exhibits

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

Subcontract:

9.1 Exhibit 1: Subcontract Work Order Procedure dated 4/16/2025 Total Pages 5

9.2 Exhibit 2: Electronic Labor Invoicing (ELI) Template, dated 3/24/2025

Excel Total Tabs 3

9.3 Exhibit 3: Weekly Subcontract Work Order Status Report Template, dated 2/25

Excel Total Tabs 3

9.4 Exhibit 4: JPL Design Principles for Mechanical Design of Flight Hardware, dated April 30, 2025 Total Pages 25

9.5 Exhibit 5: Subcontract Data Requirements List (SDRL) and Data Requirements

Description (DRD) dated June 25, 2025 Total Pages 18

9.6 Exhibit 6: Unescorted Access: Subcontractor Badging Instructions and

Requirements JPL Form 7394-Sub, dated 4/22 Total Pages 4

9.7 Exhibit 7: Cyber Review Template for Security Requirements for Unclassified

Information Technology Resources Rev. 41 dated 2/27/2025 Total Pages 11

9.8 Exhibit 8: Subcontractor Environmental, Safety and Health Plan, dated TBD, Total Pages TBD

9.9 Exhibit 9: Management/Operations Plan (Subcontractor Provided), dated TBD, Total Pages TBD

9.10 Exhibit 10: Organizational Conflict of Interest Avoidance Plan (Subcontractor

Provided) dated TBD, Total Pages TBD

9.11 Exhibit 11: DD Form 254 Contract Security Classification Specification

(Subcontractor Provided) dated TBD, Total Pages TBD

9.12 Exhibit 12 CR: Standards of Conduct and Procedures for Handling Subcontractor

Personnel Problems, Discipline, and Separation, JPL Form 4412-B11 dated 1/24

Total Pages 11

9.13 RESERVED

9.14 Exhibit 14: MESA List of Applicable DRDs dated July 14, 2025 Total Pages 310

ARTICLE 2. PAYMENT PROVISIONS

1.0 Estimated Cost and Fixed Fee:

1.1 The total estimated cost plus fixed fee for the Subcontract will be the sum of the estimated costs and fixed fee amounts for the individual SWOs issued under this

Subcontract, which is estimated to be $TBD. Estimated cost and fee will be negotiated in advance for each SWO and payment shall only be made for work initiated by SWOs, as defined in ARTICLE 1. Issuance of this Subcontract assumes no minimum guarantee of SWOs or minimum total Subcontract price.

1.2 Total Ceiling Amount: $TBD

1.3 Subcontractor Labor Category (SLC) applicable to this Subcontract: SLC = Z

1.4 North American Industry Classification System (NAICS) code applicable to this

Subcontract: 541715

1.5 Fixed Fee:

1.5.1 Fee Calculation: The following rate table details the direct labor rates, indirect rates, and fee percentage that shall be used for the calculation of fee for each negotiated SWO. This fee calculation methodology supports

FAR 16.306 Cost-plus-fixed-fee contracts, which states in part that a cost-plus-fixed-fee contract is a cost-reimbursement contract that provides for payment to the contractor of a negotiated fee that is fixed at the inception of the contract.

Note that, in accordance with NASA’s “Structured Approach Profit/Fee

Objective”, fee is not applied to Facilities Capital Cost of Money (FCCM) expense. As a result, FCCM rates are not applicable to the fee calculation.

FY'26 FY'27 FY'28 FY'29 FY'30

1 -$ -$ -$ -$ -$

2 -$ -$ -$ -$ -$

3 -$ -$ -$ -$ -$

4 -$ -$ -$ -$ -$

5 -$ -$ -$ -$ -$

6 -$ -$ -$ -$ -$

7 -$ -$ -$ -$ -$

1 0.00% 0.00% 0.00% 0.00% 0.00%

2 0.00% 0.00% 0.00% 0.00% 0.00%

3 0.00% 0.00% 0.00% 0.00% 0.00%

4 0.00% 0.00% 0.00% 0.00% 0.00%

1 Fee Percent 0.0% 0.0% 0.0% 0.0% 0.0%

Labor Category

Indirect Rate

Negotiated Rates for Fee Calculation

Fee

1.5.2 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 by hours 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. For the purposes of this paragraph only, “the percentage of work completed” shall be determined by using the work hours set forth above as the equivalent of work completion.”

1.6 Recognition of Costs Incurred Before Issuance of the Subcontract:

1.6.1 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.

2.0 Billing Requirements:

Detailed billing instructions, including sample invoices, can be found at the following link: http://invoice.jpl.nasa.gov/Docs/10-FINAL_CostPlusFee_SWOs.pdf

The billing instructions necessitate billing of costs in more detail than normally required.

The Subcontract provides for authorization of work by Subcontract Work Orders

(SWOs), a breakdown of billings by SWO number is required. The cost control is by JPL project/task, therefore cost detail by project/task must be furnished with invoices.

2.1 The Subcontractor shall electronically submit all invoices to JPL through a template in JPL’s Electronic Invoicing System (ELI), Exhibit 2. The file must be uploaded in JPL system on Monday, every two weeks; except at JPL’s fiscal year end, when an accrual file must be uploaded with an estimate for the last week of the fiscal year by 12:00 pm on the last Wednesday of the JPL fiscal year. Detailed costs for all invoices submitted through ELI must be based upon authorized JPL project/task numbers and the corresponding SWO number. A separate invoice shall be submitted for Indirect Rate Adjustments.

2.2 Upon importing the invoice file into ELI application; the program will validate the entries. The subcontracting company will know what transactions are accepted and rejected. For rejected transactions, the subcontracting company must resolve them with SCM and the CTM. Exhibit 2 details the rejection codes.

If the rejected transactions cannot be resolved by the scheduled due date for submission, the subcontracting company will cancel and export the file. The subcontracting company will remove the rejected lines from the file and import only the accepted lines. Certified paper invoices must be revised accordingly at

SWO level and at Subcontract level to reduce the rejected transactions that have not been resolved. Discrepancies that are found between the electronic and the certified paper versions may cause the return of the invoice and may delay the payment.

http://invoice.jpl.nasa.gov/Docs/10-FINAL_CostPlusFee_SWOs.pdf

2.3 Once the rejected transactions are resolved, the subcontracting company will resubmit them in a separate file from the current billing. The resubmitted file will only contain the rejected transactions that have been corrected. Invoice number must be different to avoid duplicate invoice number. Invoice total from hard copy should be matched with the file submission total at summary level (Subcontract level) and detail level (SWO level) with cost and fee breakdown.

2.4 Original certified PDF invoice shall also be submitted to the JPL Supplier

Payment Analyst instead of a paper invoice and two (2) copies shall also be submitted to the JPL Supplier Payment Analyst that specifies Cost, Fee

(Fixed/Award Fee) and Indirect Rate Adjustments for each SWO. This invoice shall reflect major cost elements as separate line item as follows: Direct Labor

(Manufacturing Labor, Engineering Labor, etc…), Direct Material, Other Direct

Costs (Travel, Subcontract costs), Overhead on Direct Labor (if more than one overhead for different labor type, it needs to show the detail on the invoice), and

General & Administrative Expense (G&A). This invoice must be submitted at the same time of submitting the costs through ELI application.

2.5 Each invoice shall include separate columns for current and cumulative costs at both the subcontract and the SWO summary level.

2.6 A file that contains raw and burdened cost for each fiscal year will be provided to

JPL Supplier Payment one month after the fiscal year end close. This information will be used to verify the invoices for indirect rate adjustments.

2.7 A copy of the approved billing indirect rate applicable to this subcontract from the subcontracting company’s cognizant auditor must be submitted with the invoice. If the recommended or approved rates are changed, the subcontracting company must provide notice the updated billing rate to JPL Supplier Payment

Analyst. Upon submission, the invoice will be reviewed for adequacy.

3.0 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.

3.1 Direct Costs:

3.1.1 The Subcontractor shall not be reimbursed for any direct costs incurred to meet FIPS Moderate cybersecurity requirements as referenced in the AGP entitled "Security Requirements for Unclassified Information Technology

Resources”.

3.2 Indirect Costs:

3.2.1 Indirect Cost Rates

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 every six (6) months indirect Rate Variance

Report, as follows:

3.2.1.1 The Subcontractor shall provide JPL’s Subcontracts Manager an indirect rate variance report that compares the Subcontractor’s provisional billing rates to actual rates.

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

3.2.1.2 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.

3.2.2 Billing Rates. Until final annual indirect cost rates are established for any period, JPL will reimburse the Subcontractor at billing rates acceptable to

JPL, subject to adjustment when the final rates are established. These billing rates:

3.2.2.1 Shall be the anticipated final rates; and

3.2.2.2 May be prospectively or retroactively revised by mutual agreement, at either party’s request, to prevent substantial overpayment or underpayment.

3.2.3 Other Direct Costs

Any Subcontract Work Orders (SWOs) that utilize labor at the JPL worksite or remote locations as requested by JPL shall not include charges for facilities.

4.0 Subcontractor Travel, Subsistence and Per Diem

Upon completion of travel, the Subcontractor shall provide, with any invoice for travel, a copy of a "Subcontractor Travel Expense Report” in accordance with the above-referenced “Instructions.” Payment of travel costs based on the "Higher Actual Cost

Method" requires that a copy of a written justification, as required by FAR, approved by an officer of the Subcontractor's organization or designee, be provided with any invoice for such travel.

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.

7.0 SWO-Limitation of Obligation

In addition to the provisions of the General Provision of this Subcontract entitled

“Limitation of Cost” or “Limitation of Funds” (whichever is applicable), the following provisions shall apply to each Subcontract Work Order (SWO) issued under this

7.1 The Institute shall not be obligated to pay the Subcontractor any amount in excess of the Estimated Cost (or such lower limit as specified in the SWO) set forth on each SWO, and the Subcontractor shall not be obligated to continue performance of the work described in such SWO or to otherwise incur costs in excess of such

Estimated Cost (or such lower limit as specified in the SWO), unless and until

JPL shall have issued a written SWO Supplement increasing such Estimated Cost

(or such lower limit as specified in the SWO).

7.2 If at any time the Subcontractor has reason to believe that the costs for performance of work described in a SWO will exceed the Estimated Cost (or such lower limit as specified in the SWO) of such SWO, the Subcontractor shall immediately notify the cognizant JPL Subcontract Manager to that effect, giving its revised estimate of the total cost to perform the work. Such notification may first be given orally but shall be confirmed in writing if JPL requests written confirmation thereof.

8.0 SWO Closeout

8.1 The Subcontractor shall provide to JPL, on an annual basis, for each expired

SWO in which final, audited rates have been approved by the cognizant auditing agency:

8.1.1 A Government Property Inventory (including residual materials) related to the SWO and/or a properly executed Property Closeout Certificate, form

JPL 0948;

8.1.2 Release of Claims JPL form 1047-NC for each expired SWO;

8.1.3 A final invoice (cost and fee) identifying specifically:

8.1.3.1 The total cumulative allowable direct costs broken out by cost elements;

8.1.3.2 The total cumulative allowable indirect costs computed using the agreed upon indirect rates;

8.1.3.3 Total fee earned;

8.1.3.4 The previously paid amount and the total balance due; and including a Certification as follows:

"I hereby certify that the above SWO final invoice is correct and just, that payment therefore has not been received, and that the bill is presented with the knowledge that the amount paid hereunder will become the basis of a claim against the United States Government."

Authorized Signature:

(Typed name of…