HyTEC Phase 2 Draft NRA Attachment A - Model Contract.pdf

Table of Contents

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION C – DESCRIPTION/ SPECIFICATIONS/ STATEMENT OF WORK

SECTION D – PACKAGING AND MARKING

SECTION E – INSPECTION AND ACCEPTANCE

SECTION F – DELIVERIES OR PERFORMANCE

SECTION G – CONTRACT ADMINISTRATION DATA

SECTION H – SPECIAL CONTRACT REQUIREMENTS

SECTION I – CONTRACT CLAUSES

SECTION J – LIST OF ATTACHMENTS

Total

(End of clause)

B.4 SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to deliver and/or perform the items below in accordance with the

Description/Specifications/Statement of Work [to be incorporated in Section C at Contract award].

[End of Section B]

SECTION C – DESCRIPTION/ SPECIFICATIONS/ STATEMENT OF WORK

Offeror Work Plan to be inserted.

C.1. GSR 1-1 TECHNICAL DIRECTION (APRIL 2016)

(a) Performance of the work under this contract is subject to the technical direction of the

Contracting Officer (CO) or the designated Contracting Officer’s Representative (COR).

(b) "Technical direction" means a directive to the Contractor that provides clarification of the contract’s general description of the scope of work, to include approaches, solutions, designs, refinements or shifts within tasks, or inquiries related to the general tasks and requirements in the statement of work or specifications.

(c) Technical Direction does not include any instruction that--

(1) Constitutes an assignment of additional work outside the statement of work (i.e. “new work”;

(2) Constitutes a change as defined in the changes clause;

(3) Constitutes a basis for any increase or decrease in the total price, any milestone price, or the time required for performance or delivery;

(4) Changes any of the expressed terms, conditions, or specifications of the contract; or

(5) Interferes with the contractor's rights to perform the terms and conditions of the contract.

(6) Changes any performance-based requirement.

(d) All technical direction will be issued in writing by the CO or the designated COR.

(e) The Contractor shall proceed promptly with the performance of technical direction issued by the CO or COR, unless, in the Contractor's opinion, any instruction or direction falls within any of the categories defined in paragraph (c) of this clause. In the latter event, the Contractor shall not proceed but shall within 5 working days notify the CO in writing of the basis for its opinion. Within 30 calendar days of receiving this notification, the CO will either amend the technical direction, request a proposal for an amendment to the contract or Task Order, advise the Contractor in writing that the technical direction is considered to be within the limits of this clause and that the Contractor should proceed promptly with its performance, or rescind the technical direction in its entirety.

(f) A failure of the Contractor and CO to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract.

(g) Any action(s) taken by the Contractor in response to any direction given by any person other than the CO or the designated COR shall be at the Contractor's risk.

C.2. Review Summary for Contract

C.2.1. Definitions:

C.2.1.1 Peer Reviews Peer reviews are small and informal and provide a means to acquire technical insight. Peer Reviews, if not chaired by the CE, will be led by the SSE, who can provide recommendations to the CE. Findings, recommendations, and suggested actions are recorded in an informal review report or memorandum, usually written by the SSE lead and delivered to the CE and PM. It is recommended the review document also be given to the Configuration Manager for archiving. This documents the review purpose, objectives, participants, concerns, and suggested recommendations. Follow-up with the initiators who provided concerns ensures actions properly answer the reviewer’s concern. Formal pass/fail criteria are not required for a peer but may be used at the review chair’s discretion.

C.2.1.2 Tabletop Reviews Tabletop reviews are informal reviews used by the team during the design and development process of the system as a mechanism to evaluate “in process” progress and ensure all aspects of the design, development, manufacturing, and integration are being addressed properly. The review team lead is appointed by the CE (typically the SSE). The review team lead may generate a memorandum documenting objectives and decisions made during a tabletop review. Should an outcome of the tabletop review require a change that has a technical, cost, schedule or risk impact, the appropriate technical and project decision making processes (ERB and PCB) will be followed.

C.2.1.3 Life Cycle Reviews Life cycle reviews are contractor milestone reviews that are specified in each contract. Life cycle reviews are led by the CE who assigns a formal review board. Entrance and exit criteria for each life cycle review are documented in each contract. Review Item Discrepancies (RIDs) and Requests for Actions (RFAs) can be submitted by the board and are documented and tracked by the board chair/CE until they are closed.

NASA will summarize the outcomes of the reviews and will tailor expectations to the purpose of the specific review. These reviews can be held during the normal monthly/weekly/bi-weekly meetings.

Below is a summary of reviews identified and where applicable the entrance and success criteria.

1. Kick-off review

2. To be filled out to be consistent with Work Plan

SECTION D – PACKAGING AND MARKING

D.1. 1852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION. (SEP 2005)

D.2. 1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT (JAN

2011)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA Technical

Handbook (NASA–HDBK) 6003, Application of Data Matrix Identification Symbols to Aerospace Parts

Using Direct Part Marking Methods/Techniques, and NASA Standard (NASA–STD) 6002, Applying

Data Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property:

and, (2) contain the data and data format required by the standards. This requirement includes deliverable equipment listed in the schedule and other equipment when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer.

(b) Equipment shall be marked in a location that will be human readable, without disassembly or movement of the equipment, when the items are placed in service unless such placement would have a deleterious effect on safety or on the item’s operation.

(c) Concurrent with equipment delivery or transfer, the Contractor shall provide the following data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

(4) An explanation of the data used to make the unique identification number.

(d) For equipment no longer needed for contract performance and physically transferred under paragraph (a) of this clause, the following additional data is required:

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the NASA center receiving activity listed below:

National Aeronautics and Space Administration

John H. Glenn Research Center

Shipping/ Receiving SARF Building

21000 Brookpark Road

Cleveland, OH 44135

Email: grc-contracts@mail.nasa.gov

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

(End of Clause)

[End of Section D]

SECTION E – INSPECTION AND ACCEPTANCE

E.1. 52.246-8 Inspection of Research and Development – Cost-Reimbursement – ALT I (APRIL 1984)

E.2. GRC 52.246-92 Inspection and Acceptance (JAN 1987)

Final inspection and acceptance of all work performed under this contract, including all deliverable items will be performed at destination.

[End of Section E]

SECTION F – DELIVERIES OR PERFORMANCE

Offeror to submit proposed deliverables and delivery schedule

F.1. 52.242-15 Stop-Work Order (AUG 1989) - ALT I (APR 1984)

F.2. 52.247-34 F.O.B. Destination (NOV 1991)

F.3. Period of Performance

//CO FILL IN//

[End of Section F]

SECTION G – CONTRACT ADMINISTRATION DATA

G.1. 1852.227-70 New Technology – Other Than A Small Business Firm or Nonprofit

Organization (APR 2015)

G.2. 1852.227-72 Designation of New Technology Representative and Patent Representative (APR

2015)

G.3. 1852.227-86 Commercial Computer Software License (APR 2015)

G.4. 1852.242-73 NASA Contractor Financial Management Reporting (NOV 2004)

G.5. GRC 52.242-96 NASA Contractor Financial Reporting – Supplemental Requirements (JUN

2021)

(a) The following reporting requirements are associated with those stated in the NASA Contractor Financial

Management Reporting clause (1852.242-73) of this contract, and NPR 9501.2, NASA Contractor Financial

Management Reporting. NPR 9501.2 may be accessed through the NODIS Library at https://nodis3.gsfc.nasa.gov/displayDir.cfm?t=NPR&c=6000&s=1H.

(1) Approved Contract Baseline

(i) Within thirty (30) working days after the contract effective date, the Contractor shall provide a summary page(s) to the Contracting Officer (CO) and Contracting Officer’s Representative

(COR), showing each reporting category as budgeted on a month-by- month basis for the duration of the work effort (Optional work efforts shall be separately summarized and Fiscal

Years shall be subtotaled).

(ii) The corresponding monthly amounts on this summary shall be the amounts appearing in the

“Planned” columns (7b and 7d) of each month’s NF 533 as reported during the duration of the work effort.

(iii) The following cost categories are required to appear in the “Contract Value” column (9b) of the NF 533. No amounts shall accrue against any cost category not listed herein, unless authorized in writing by the CO (Email is sufficient). Variations in format or organization are authorized, as long as they conform to the contract reporting requirements.

Direct Labor Hours __________________

Direct Labor Dollars ___________________

Labor Overhead/Fringe Dollars ___________________

Material Dollars ___________________

Material Overhead Dollars ___________________

Other Direct Cost Dollars

Travel __________ _________

Freight ____________________

Equipment ____________________

Training __________ _________

Subcontract Dollars _________ __________

Other Indirect Dollars _________ __________

G&A Dollars __________ _________

COM Dollars _________ __________

Fee Dollars _________ __________

Total Cost Plus Fee _________ __________

(iv) In the event of a revision to the work effort, the Contractor shall provide a revised month-by-month summary within 15 working days after the revision is approved.

(2) Monthly and Quarterly NF 533 Reports

(i) The Contractor shall submit the following financial reports:

(A) NF 533M (Monthly Contractor Financial Management Report) Refer to attachment

J.1(I1) for template

(B) NF 533Q (Quarterly Contractor Financial Management Report) Refer to attachment

J.1(I2) for template

(ii) Upon written request, the CO may authorize an alternative format that provides substantially the same level of detail as the required NF 533(s), but is more compatible with the Contractor’s standard accounting/reporting format.

(iii) The report(s) shall be prepared in accordance with the instructions contained in contract clause 1852.242-73 and NPR 9501.2, and on the reverse of the forms. Additionally, any contract requirements identified as Capital Assets have special reporting requirements, which are specified in the “Capital Asset Acquisition” clause of this contract. Column 7b Cost

Incurred/Hours Worked During Month Planned and 7d Cost Incurred/Hours Worked Cum. to

Date Planned of the NF 533 M represent the negotiated baseline plan plus authorized changes for the contract. There may not be a direct relationship between the estimates provided in section 8

(Estimated Cost/Hours to Complete) of the NF 533 M and columns 7b and 7d. Columns 7b and

7d represent the negotiated baseline plan plus authorized changes, unlike the estimates provided in columns 8a, 8b, and 8c. Data in section 8 should not be simply a restatement of the baseline values.

(iv) The cost categories for the monthly and quarterly reports are the same as those specified in paragraph (a)(1)(iii) above.

(v) The Contractor shall provide a narrative explanation for any variance listed in the table below that exceeds the listed threshold. The explanation shall be provided as a footnote on the NF 533 report page, or included in a variance explanation table attached to the NF 533 report, and shall be detailed by cost category. The explanation shall include the cause of the variance, its impact on contract completion within the estimated cost, and the corrective action taken or proposed to be taken by the Contractor.

G.6. 1852.232-80 Submission of Vouchers/ Invoices for Payment (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD

Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC’s Vendor Payment information 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:

(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 requests. 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/invoices 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.

G.7. 1852.227-72 Designation of New Technology Representative and Patent Representative (APR

2015)

G.8. 1852.245-75 Property Management Changes (JAN 2011)

G.9. 1852.245-78 Physical Inventory of Capital Personal Property (AUG 2015)

G.10. GRC 52.245-100 Capital Asset Acquisition (NOV 2015)

[End of Section G]

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1. 1852.208-81 Restrictions on Printing and Duplicating (NOV 2004)

H.2. 1852.223-72 Safety and Health (Short Form) (JUL 2015)

H.3. 1852.242-72 Denied Access to NASA Facilities (OCT 2015)

H.4. 1852.244-70 Geographic Participation in the Aerospace Program (APR 1985)

H.5. 1852.223-75 Major Breach of Safety or Security (FEB 2002)

H.6. 1852.225-70 Export Licenses (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the

International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export

Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at NASA Glenn Research Center where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

H.7. 1852.235-73 Final Scientific and Technical Reports (DEC 2006) – ALT II (DEC 2005)

H.8. 1852.235-74 Additional Reports of Work -- Research and Development (FEB 2003)

In addition to the final report required under this contract, the Contractor shall submit the following report(s) to the Contracting Officer:

(a) Monthly progress reports. The Contractor shall submit separate monthly reports of all work accomplished during each month of contract performance. Reports shall be in narrative form, brief, and informal. They shall include a quantitative description of progress, an indication of any current problems that may impede performance, proposed corrective action, and a discussion of the work to be performed during the next monthly reporting period.

(b) Quarterly progress reports. The Contractor shall submit separate quarterly reports of all work accomplished during each three-month period of contract performance. In addition to factual data, these reports should include a separate analysis section interpreting the results obtained, recommending further action, and relating occurrences to the ultimate objectives of the contract. Sufficient diagrams, sketches, curves, photographs, and drawings should be included to convey the intended meaning.

(c) Submission dates. Monthly and quarterly reports shall be submitted by the 15th day of the month following the month or quarter being reported. If the contract is awarded beyond the middle of a month, the first monthly report shall cover the period from award until the end of the following month. No monthly report need be submitted for the third month of contract effort for which a quarterly report is required. No quarterly report need be submitted for the final three months of contract effort since that period will be covered in the final report. The final report shall be submitted within [TBD] days after the completion of the effort under the contract.

H.9. GRC 52.235-90 Final Report – Supplemental Requirements (MAY 2018)

The following requirements are in addition to those stated in the Final Scientific and Technical Reports clause (1852.235-73) of this contract.

(1) In addition to the requirements of NPR 2200.2, Requirements for Documentation, Approval, and

Dissemination of NASA Scientific and Technical Information, the format and content of the Final

Report shall also follow NASA-SP-2015-7602 "NASA Publications Guide for Authors", incorporated herein by reference and made a part hereof. These documents are available at http://www.sti.nasa.gov

[Click on "Tools" and then “NASA Publication Guide.”]

(2) The Contractor shall submit an electronic copy of a DRAFT-FINAL REPORT to the NASA

Contracting Officer (CO) within 30 days after completion of the technical effort. The CO shall submit the electronic copy of the draft-final report to the Contracting Officer’s Representative (COR) and review comments from the COR for acceptance or rejection of the report. The COR's review will address technical accuracy, conformance with applicable law, policy and publication standards, and a determination of the availability and distribution of NASA-funded documents containing scientific and technical information (STI), via the Web- based Electronic Document Availability Authorization (E-

DAA)/NF-1676B. Acceptance or rejection (in part or in total) of the draft-final report will be accomplished by NASA within thirty

(30) days after receipt. Rejected draft-final reports shall be resubmitted within 10 working days for review following correction of the cited deficiency, unless otherwise directed by the NASA CO or

NASA COR.

(3) Within thirty (30) calendar days after notification of approval of the Contractor's draft-final report, the Contractor shall distribute the approved Final Report electronically to the CO and COR.

(4) Printing, duplicating, binding and other reproduction required under this contract is subject to the provisions of the Government Printing and Binding Regulations published by the Joint Committee on

Printing, Congress of the United States and the clause at NFS 1852.208-81 entitled "Restrictions on

Printing and Duplicating".

(5) The Contractor is solely responsible for managing the technical effort, the schedule, and the contract funds to ensure delivery of the Draft-Final Report and the Final Report on time. Failure to deliver the Final Report as scheduled, or a request that additional funding be provided by the government to ensure delivery of the Final Report, may result in a Performance Evaluation of

"Unsatisfactory” or a reduction in profit/fee equal to the additional cost associated with delivery of the

Final Report, or both.

(6) IF THIS IS A TASK ORDER CONTRACT, the Contractor shall comply with this Final Report requirement for every individual Task Order at the time of Task Order completion. However, the

Contractor is not required to provide a comprehensive Final Report for the entire contract.

H.10. 1852.235-71 Key Personnel and Facilities (MAR 1989)

(a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall—

(1) Notify the Contracting Officer reasonably in advance; and

(2) Submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(b) The Contractor shall make no diversion without the Contracting Officer's written consent;

provided, that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer's consent required by this clause.

(c) The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities.

[OFI]

H.11. Identification and representation of limited rights data and restricted computer software

(a) This clause does not apply to restrictions based solely on copyright.

(b) Consistent with FAR 52.227-15(b), Limited Rights Data and Restricted Computer Software to be delivered in performance of this contract will be identified and listed pursuant to this clause. The Contractor shall not deliver any data in performance of this contract with restrictive or limiting markings unless the data are listed herein or later identified and certified by the Contractor that such data qualify as Limited Rights Data or

Restricted Computer Software in accordance with their respective definitions in FAR 52.227-14(a), as specified in paragraph (c) of this clause.

(c) Pre-Award Identification.

(Start of identification and representation)

The Contractor represents it has accurately identified, through recorded information, the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software, and hereby certifies that the data related thereto and identified below qualify as Limited

Rights Data or Restricted Computer Software in accordance with their respective definitions in FAR 52.227-

14(a):

Technical Data* or

Computer

Software** to be

Furnished with

Restrictions

Basis for

Representation***

Represented Rights

Category****

Name of Person

Representing

Restrictions*****

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

* A representation of limited rights data is applicable to a lowest segregable level pertaining to an item, component, or process. Identify the lowest level pertaining to an item, component, or process.

** A representation of restricted computer software is applicable to a lowest segregable level pertaining to computer software. Identify the lowest segregable level pertaining to computer software.

*** Generally, the development of an item, component, process, or computer software at private expense is the only basis for representing limited or restricted rights on the Government. If development was not at private expense, enter the specific reason for asserting that the Government’s right should be limited or restricted.

**** Enter represented rights category (e.g., limited rights, restricted rights, SBIR rights).

***** Corporation, individual, or other person, as appropriate.

Date

Printed Name and Title

Signature

(End of identification and representation)

(d) Post-Award Identification. In addition to the representations made within this clause, other representations may be made after award when based on new information or inadvertent omission unless the inadvertent omission would have materially affected the Government’s source selection decision, a payment decision, or both. Such identification and representations may be made after award whereby the Contractor shall submit a request to the Contracting Officer as soon as practicable after initial identification in the following format and signed by an official authorized to contractually obligate the Contractor. The Contracting Officer will consider such a request and determine whether or not to accept the request by incorporating it in a contract modification.

Such post-award identification shall be made in the following format:

(Start of identification and representation)

Identification and Representation of Limited Rights Data and Restricted Computer Software

The Contractor asserts additional data not previously identified pursuant to the IDENTIFICATION AND

REPRESENTATION OF LIMITED RIGHTS DATA AND RESTRICTED COMPUTER SOFTWARE

clause and required to fulfill the data delivery requirements qualify as limited rights data or restricted computer software. The Contractor represents it has accurately identified, through recorded information, the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software. Furthermore, the Contractor represents it has verified such recorded information and hereby certifies that the data identified below qualify as limited rights data or restricted computer software in accordance with their respective definitions in FAR 52.227-14(a):

Technical Data* or

Computer

Software** to be

Furnished with

Restrictions

Basis for

Representation***

Represented Rights

Category****

Name of Person

Representing

Restrictions*****

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

* A representation of technical data asserted as limited rights data is applicable to a lowest segregable level pertaining to an item, component, or process. Identify the lowest segregable level pertaining to an item, component, or process.

** A representation of restricted computer software is applicable to a lowest segregable level pertaining to computer software. Identify the lowest segregable level pertaining to computer software.

*** A representation of other data shall be made at a lowest segregable level (i.e., broad descriptions are generally unacceptable due to indefiniteness). Generally, the development data entirely at private expense is the only basis for representing limited or restricted rights on the Government. If development was not at private expense, enter the specific reason for asserting that the Government’s rights should be limited or restricted.

**** Enter represented rights category (e.g., limited rights, restricted rights, SBIR rights).

***** Corporation, individual, or other person, as appropriate.

******Contractor fill-in after award as applicable.

Date

Printed Name and Title

Signature

(End of identification and representation)

(e) If requested by the Contracting Officer, the Contractor shall provide sufficient recorded information to justify the validity of limited rights data or restricted computer software identified in this clause. Such written justification shall include historical documentary evidence that clearly identifies the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software. Conclusory statements without supporting historical documentary evidence shall constitute a failure to provide written justification to substantiate the propriety of the markings. Costs and expenses associated with providing sufficient recorded information to justify the validity of limited rights data or restricted computer software are unallowable costs under this contract. The Contractor shall substantiate its limited rights data or restricted computer software assertions at its own expense.

(f) Based on the Contractor’s actions or deliberate inaction, an omission regarding failing to identify data or a failure by the Contractor to identify, analyze, or verify data as described in this clause may be deemed as an act in deliberate ignorance or reckless disregard of the truth or falsity of the information. The Contractor may not rely on past or commensurate actions or inactions by the Government regarding data not previously identified to the Government as limited rights data or restricted computer software yet delivered to the Government with restrictive or limiting markings and actually or constructively accepted by the Government.

(g) Subcontracting. If applicable, the Contractor shall obtain from its subcontractors sufficient recorded information to justify the validity of limited rights data or restricted computer software identified in this clause necessary to fulfill the Contractor’s obligation in paragraph (e) of this clause. If a subcontractor refuses to accept terms affording the Contractor to provide such sufficient recorded information to the

Contracting Officer, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

[End of Section H]

SECTION I – CONTRACT CLAUSES

I.1. 52.202-1 Definitions (JUN 2020)

I.2. 52.203-3 Gratuities (APR 1984)

I.3. 52.203-5 Covenant against Contingent Fees (MAY 2014)

I.4. 52.203-6 Restrictions on Subcontractor Sales to the Government (JUN 2020)

I.5. 52.203-7 Anti-Kickback Procedures (JUN 2020)

I.6. 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (MAY

2014)

I.7. 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (MAY 2014)

I.8. 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 2020)

I.9. 52.203-13 Contractor Code of Business Ethics and Conduct (NOV 2021)

I.10. 52.203-14 Display of Hotline Poster(s) (NOV 2021)

I.11. 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (JAN 2017)

I.12. 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011)

I.13. 52.204-7 System for Award Management (OCT 2018)

I.14. 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011)

I.15. 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020)

I.16. 52.204-13 System for Award Management Maintenance (OCT 2018)

I.17. 52.204-14 Service Contract Reporting Requirements (OCT 2016)

I.18. 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

I.19. 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014)

I.20. 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities (NOV 2021)

I.21. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (NOV 2021)

(a) Definitions. As used in this clause—

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means–

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE

Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou

Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the

Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal

Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal

Regulations, and controlled-

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of

Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part

121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export

Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third- party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for

Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The

Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR

4.2104.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal

Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(c) Exceptions. This clause does not prohibit contractors from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph

(d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause

(i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known);

supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description;

and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause:

any further available information about mitigation actions undertaken or recommended. In addition, the

Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

I.22. 52.209-6 Protecting the Government’s Interest when Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (NOV 2021)

I.23. 52.209-7 Information Regarding Responsibility Matters (OCT 2018)

I.24. 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (OCT

2018)

I.25. 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015)

I.26. 52.210-1 Market Research (NOV 2021)

I.27. 52.215-2 Audit and Records-Negotiation (JUN 2020)

I.28. 52.215-8 Order of Precedence-Uniform Contract Format (OCT 1997)

I.29. 52.215-14 Integrity of Unit Prices (NOV 2021)

I.30. 52.215-15 Pension Adjustments and Asset Reversions (OCT 2010)

I.31. 52.215-17 Waiver of Facilities Capital Cost of Money (OCT 1997)

I.32. 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than

Pensions (JUL 2005)

I.33. 52.215-19 Notification of Ownership Changes (OCT 1997)

I.34. 52.215-23 Limitations on Pass-Through Charges (JUN 2020)

I.35. 52.216-7 Allowable Cost and Payment (AUG 2018) – ALT II (AUG 2012)

I.36. 52.216-12 Cost-Sharing Contract-No Fee (APR 1984) – ALT I (APR 1984)

I.37. 52.216-15 Predetermined Indirect Cost Rates (APR 1998)

I.38. 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30

Calendar days provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 calendar days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed

60 months.

I.39. 52.219-8 Utilization of Small Business Concerns (OCT 2018)

I.40. 52.219-9 Small Business Subcontracting Plan (NOV 2021) – ALT II (NOV 2016)

I.41. 52.219-16 Liquidated Damages-Subcontracting Plan (SEP 2021)

I.42. 52.219-28 Post-Award Small Business Program Representation (SEP 2021)

I.43. 52.222-1 Notice to the Government of Labor Disputes (FEB 1997)

I.44. 52.222-2 Payment for Overtime Premiums (JUL 1990)

I.45. 52.222-3 Convict Labor (JUN 2003)

I.46. 52.222-21 Prohibition of Segregated Facilities (APR 2015)

I.47. 52.222-26 Equal Opportunity (SEP 2016)

I.48. 52.222-35 Equal Opportunity for Veterans (JUN 2020)

(a) Definitions. As used in this clause-

"Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at Federal Acquisition Regulation (FAR)22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the

Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

I.49. 52.222-37 Employment Reports on Veterans (JUN 2020)

I.50. 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (DEC 2010)

I.51. 52.222-48 Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Certification (MAY 2014)

I.52. 52.222-50 Combating Trafficking in Persons (NOV 2021)

I.53. 52.222-54 Employment Eligibility Verification (MAY 2022)

I.54. 52.223-5 Pollution Prevention and Right-to-Know Information (MAY 2011)

I.55. 52.223-6 Drug-Free Workplace (MAY 2001)

I.56. 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020)

I.57. 52.225-13 Restrictions on Certain Foreign Purchases (FEB 2021)

I.58. 52.227-1 Authorization and Consent (JUN 2020) – ALT I (APR 1984)

I.59. 52.227-11 Patent Rights-Ownership by the Contractor (MAY 2014)

I.60. 1852.227-11 Patent Rights—Ownership by the Contractor (APR 2015)

I.61. 52.227-14 Rights in Data-General (MAY 2014) as modified by 1852.227-14– ALT II (DEC 2007), ALT V (DEC 2007)

(a) Definitions. As used in this clause-

Computer database or "database means" a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

Computer software-

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

Computer software documentation means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

Data means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Form, fit, and function data means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

Limited rights means the rights of the Government in limited rights data as set forth in the

Limited Rights Notice of paragraph (g)(3) if included in this clause.

Limited rights data means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a…