NNA16574335R_-_PTD_Solicitation.pdf

as described in Section L of this RFP

TBD

Bldg. 241, Room 205

NNA16574335R ‐ Pathfinder Technology Demonstrator (PTD) i

Table of Contents

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SUPPLIES AND/OR SERVICES TO BE PROVIDED

b) OPTION ITEMS: FIRM FIXED PRICE

B.2 NFS 1852.216-78 Firm Fixed Price. (DEC 1988)

B.3 NFS 1852.232-77 Limitation of Funds (Fixed-Price Contract). (MAR 1989)

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 SPECIFICATION/STATEMENT OF WORK

SECTION D - PACKAGING AND MARKING

D.1 CLAUSES INCORPORATED BY REFERENCE

SECTION E - INSPECTION AND ACCEPTANCE

E.1 Clauses Incorporated by Reference – SECTION E

E.2 NFS 1852.246-71 Government Contract Quality Assurance Functions. (OCT 1988)

E.3 NFS 1852.246-72 Material Inspection and Receiving Report. (APR 2015)

SECTION F - DELIVERIES OR PERFORMANCE

F.1 Clauses Incorporated by Reference

F.2 DELIVERY AND/OR COMPLETION SCHEDULE

F.3 DELIVERY INSTRUCTIONS

F.4 FAR 52.211-8 Time of Delivery (ALT III) (JUN 1997)

F.5 NFS 1852.247-72 Advance Notice of Shipment. (OCT 1988)

F.6 Place of Performance

SECTION G - CONTRACT ADMINISTRATION DATA

G.1. CLAUSES INCORPORATED BY REFERENCE

G.2. NFS 1852.227-72 Designation of New Technology Representative and Patent Representative. (APR 2015) 11

G.3. SUBMISSION OF INVOICES (ARC 52.232-90) (JAN 2012)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1. Clauses Incorporated By Reference

H.2. ARC 52.227-93 MANAGEMENT AND PROTECTION OF DATA (JUL 1988)

H.3. ARC 52.227-96 HANDLING OF DATA (JUN 1989)

H.4. ARC 52.227-97 DATA RIGHTS & SUBCONTRACTING (MAY 2013)

H.5 ARC 52.227-98 INFORMATION INCIDENTAL TO CONTRACT ADMINISTRATION (OCT 2004)

SECTION I - CONTRACT CLAUSES

I.2. FAR 52.217-7 Option for Increased Quantity - Separately Priced Line Item. (MAR 1989)

I.3. FAR 52.217-9 Option to Extend the Term of the Contract (MAR 2000)

I.4. FAR 52.219-28 Post-Award Small Business Program Representation (Jul 2013) ii

I.5. FAR 52.243-7 Notification of Changes (Apr 1984)

I.6. FAR 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

I.7. FAR 52.252-6 Authorized Deviations in Clauses (Apr 1984)

I.8. NFS 1852.215-84 Ombudsman. (NOV 2011)

I.9. NFS 1852.225-71 Restrictions on Funding Activity with China (FEB 2012)

SECTION J - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

J.1. List of Attachments

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

K.1. Clauses Incorporated By Reference

K.2. FAR 52.204-8 Annual Representations and Certifications. (JAN 2016)

K.3. FAR 52.209-7 Information Regarding Responsibility Matters (Jul 2013)

K.4. FAR 52.225-20 Prohibition on Conducting Restricted Business Operations in Sudan—Certification.

(Aug 2009) 30

K.5. FAR 52.227-15 Representation of Limited Rights Data and Restricted Computer Software. (Dec 2007)

K.6. NFS 1852.209-74 Certification by Offerors Regarding Federal Income Tax Filing and Federal Income Tax Violations. (Deviation APR 2015)

K.7. NFS 1852.209-75 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction under any Federal Law. (DEVIATION APRIL 2015)

K.8. NFS 1852.225-72 Restriction on funding Activity with China – Representation. (FEB 2012)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L.1. PROVISIONS INCORPORATED BY REFERENCE

L.2. FAR 52.216-1 Type of Contract. (APR 1984)

L.3. FAR 52.233-2 Service of Protest. (SEP 2006)

L.4. FAR 52.252-1 Solicitation Provisions Incorporated by Reference. (FEB 1998)

L.5. 52.252-5 Authorized Deviations in Provisions (Apr 1984)

L.6. 1852.215-81 Proposal Page Limitations. (FEB 1998)

L.7. PROPOSAL PREPARATION – GENERAL INSTRUCTIONS

Volume I - COVER LETTER

Volume II- MISSION SUITABILITY

VOL III – PAST PERFORMANCE

VOL IV – PRICE PROPOSAL

PROPOSAL SUBMISSION:

LATE SUBMISSION:

COMMUNICATIONS REGARDING THIS SOLICITATION

SECTION M - EVALUATION FACTORS FOR AWARD

M.1 CLAUSES INCORPORATED BY REFERENCE

M.2 Source Selection and Evaluation Factors--General

M.3 Mission Suitability Factor iii

M.4 Past Performance Evaluation Factor

Very High Level of Confidence

High Level of Confidence

Moderate Level of Confidence

Low Level of Confidence

Very Low Level of Confidence

Neutral

M.5 PRICE EVALUATION FACTOR

SECTION B ‐ SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SUPPLIES AND/OR SERVICES TO BE PROVIDED

a) 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 incorporated in Section J.1.

CLIN Description Qty Unit of Measure

UNIT

PRICE

TOTAL

FIXED

PRICE

Spaceflight qualified 6U CubeSat spacecraft to be operated by NASA for its Pathfinder Technology Demonstrator (PTD) Project in accordance with the requirements identified in the Statement of Work. The total proposed firm fixed price for CLIN 001 is the sum of Tasks 1 through 5 as detailed below.

1 Job $To be proposed

$To be proposed

001a Task 1 (Requirements Phase): Requirements Phase: ATP – SRR

001b Task 2 (Design Phase): Post SRR ‐ PDR/CDR 1

001c Task 3 (Implementation Phase): Post PDR/CDR –

SIR/PER

001d Task 4 (Integration and Test Phase): Post SIR/PER

– ORR/PSR

001e Task 5 ‐ Engineering and Operations Support 1

b) OPTION ITEMS: FIRM FIXED PRICE

If Option Items are exercised pursuant to FAR Clause 52.217‐7 – Option for Increased Quantity – Separately Priced Line Item (Section I), the contractor shall provide all resources necessary to furnish the items below in accordance with the Description/Specification/Work Statement in Section C.

CLIN Description Qty UNIT of Measure

UNIT PRICE TOTAL FIXED PRICE

Option 1 ‐ First Flight Payload Integration Assessment

1 Job $To be proposed $To be proposed

Option 2 ‐ First Flight Payload Integration Activity

1 Job $To be proposed $To be proposed

Option 3 ‐ Second Flight Assessment: ATP – ΔSRR

1 Job $To be proposed $To be proposed

Option 4 ‐ Second Flight Bus Delivery and Support

1 EA $To be proposed $To be proposed

Option 5 ‐ Third Flight Assessment: ATP – ΔSRR

1 Job $To be proposed $To be proposed

Option 6 ‐ Third Flight Bus Delivery and Support

1 EA $To be proposed $To be proposed

Option 7 ‐ Fourth Flight Assessment: ATP – ΔSRR

1 Job $To be proposed $To be proposed

Option 8 ‐ Fourth Flight Bus Delivery and Support

1 EA $To be proposed $To be proposed

Option 9 ‐ Fifth Flight Assessment: ATP – ΔSRR

1 Job $To be proposed $To be proposed

Option 10 ‐ Fifth Flight Bus Delivery and Support

1 EA $To be proposed $To be proposed

Option 11 ‐ Globalstar Technology Demonstration

1 Job $To be proposed $To be proposed

Options may be exercised individually or in any combination of the above.

B.2 NFS 1852.216‐78 Firm Fixed Price. (DEC 1988)

The total firm fixed price of this contract is $ To Be Determined (TBD).

(End of clause)

B.3 NFS 1852.232‐77 Limitation of Funds (Fixed‐Price Contract). (MAR 1989)

(a) Of the total price of items TBD through TBD, the sum of $ TBD__________ is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

Date Amounts

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph

(a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c) (1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until _______TBD______________.

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 30 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs

(f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(3)(i) The notice shall state the estimate when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause.

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e) If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a) of this clause. This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

SECTION C ‐ DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

Request for Proposal (RFP) NNA16574335R is hereby issued for the delivery of a spaceflight qualified 6U CubeSat spacecraft to be operated by NASA for its Pathfinder Technology Demonstrator (PTD) Project to accommodate new spacecraft or other technology subsystems, hereafter referred to as the payload.

One flight demonstration is planned for a low thrust propulsion system with potential for additional follow on technology demonstrations. Follow‐on missions may include payloads such as higher thrust propulsion systems or technology demonstrations of other spacecraft subsystems or payloads such as optical communications or high precision attitude determination and control systems.

C.1 SPECIFICATION/STATEMENT OF WORK

The Contractor shall provide all personnel, services, equipment, materials, and facilities necessary for, or incidental to, performance of the requirements set forth herein. Work shall be accomplished in accordance with the Statement of Work (SOW) entitled, "Pathfinder Technology Demonstrator" which is incorporated in Section J.1 as Attachment 1.

(End of text)

SECTION D ‐ PACKAGING AND MARKING

D.1 CLAUSES INCORPORATED BY REFERENCE

Clauses at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill‐in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of a clause can be located at the addresses contained in FAR 52.252‐2, Clauses Incorporated by Reference (FEB 1998), in Section I.6 of this contract.

[End of Section]

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

CLAUSE NO. TITLE DATE

1852.211‐70 Packaging, Handling, and Transportation SEP 2005

1852.245‐74 Identification and Marking of Government Equipment Fill in text: NASA Ames Research Center (ARC)

JAN 2011

SECTION E ‐ INSPECTION AND ACCEPTANCE

E.1 Clauses Incorporated by Reference – SECTION E

Clauses at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill‐in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of a clause can be located at the addresses contained in FAR 52.252‐2, Clauses Incorporated by Reference (FEB 1998), in Section I.6 of this contract.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE NO. TITLE DATE

52.246‐2 Inspection of Supplies ‐ Fixed‐Price AUG 1996

52.246‐4 Inspection of Services – Fixed Price AUG 1996

52.246‐7 Inspection of Research and Development ‐ Fixed‐Price AUG 1996

52.246‐15 Certificate of Conformance APR 1984

52.246‐16 Responsibility for Supplies APR 1984

E.2 NFS 1852.246‐71 Government Contract Quality Assurance Functions. (OCT 1988)

In accordance with the inspection clause of this contract, the Government intends to perform the following functions at the locations indicated:

Item: Receiving Inspection Quality Assurance Location: NASA Ames Research Center and/or Contractor’s Facility Function: Inspection

E.3 NFS 1852.246‐72 Material Inspection and Receiving Report. (APR 2015)

(a) At the time of each delivery to the Government under this contract, the Contractor shall furnish a Material Inspection and Receiving Report (DD Form 250 series) prepared and distributed as follows: in triplicate (an original and two (2) copies).

(b) The Contractor shall prepare the DD Form 250 in accordance with NASA FAR Supplement 1846.6. The Contractor shall enclose the copies of the DD Form 250 in the package or seal them in a waterproof envelope, which shall be securely attached to the exterior of the package in the most protected location.

(c) When more than one package is involved in a shipment, the Contractor shall list on the DD Form 250, as additional information, the quantity of packages and the package numbers. The Contractor shall forward the DD Form 250 with the lowest numbered package of the shipment and print the words "CONTAINS DD FORM 250" on the package.

SECTION F ‐ DELIVERIES OR PERFORMANCE

F.1 Clauses Incorporated by Reference

Clauses at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill‐in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of a clause can be located at the addresses contained in FAR 52.252‐2, Clauses Incorporated by

52.242‐15 Stop Work Order AUG 1989

52.242‐17 Government Delay of Work APR 1984

52.247‐29 F.o.b. Origin FEB 2006

F.2 DELIVERY AND/OR COMPLETION SCHEDULE

The Contractor shall deliver and/or complete performance of the items required under this contract in accordance with the statement of work (See Section 5 ‐ Deliverables).

F.3 DELIVERY INSTRUCTIONS

(a) The Contractor shall ship the items required under this contract to:

Shipment as indicated in the PTD SOW.

Marked for: TBD Consignee: TBD Contract Number: TBD Organization/Office Code: TBD Building No.: TBD

(b) Unless otherwise authorized in advance by the Contracting Officer, deliveries under this contract shall be made between the hours of 8:00 a.m. a.m. and 5:00 p.m. p.m., Monday through Friday, excluding Federal holidays.

(c) Additional delivery instructions: NONE

(d) Additional marking instructions: NONE

F.4 FAR 52.211‐8 Time of Delivery (ALT III) (JUN 1997)

(a) The Government requires delivery to be made according to the following schedule:

REQUIRED DELIVERY SCHEDULE – WITHIN 19 MONTHS OF CONTRACT AWARD*

Timeframe for Delivery/Completion After Contract (*Based on Estimated Award of June 2016)

Item No. Task Quantity START END POP

001 TASKS 1‐5* 1 ATP ATP+19mo 19mo

002 Option1 1 ATP ATP + 3mo 3mo

003 Option2 1 ATP ATP + 18mo 18mo

004 Option3 1 ATP + 6mo ATP + 9mo 3mo

005 Option4 1 ATP + 9mo ATP + 25mo 16mo

006 Option5 1 ATP + 12mo ATP + 15mo 3mo

007 Option6 1 ATP + 15mo ATP + 31mo 16mo

008 Option7 1 ATP + 18mo ATP + 21mo 3mo

009 Option8 1 ATP + 21mo ATP + 36mo 16mo

010 Option9 1 ATP + 24mo ATP + 27mo 3mo

011 Option10 1 ATP + 27mo ATP + 43mo 16mo

012 Option11 1 ATP ATP+19mo 19mo

*Tasks 1‐4 should not exceed 18 months. An extra month is allotted for engineering and operations support.

The Government will evaluate equally, as regards time of delivery, offers that propose delivery of each quantity within the applicable delivery period specified above. Offers that propose delivery that will not clearly fall within the applicable required delivery period specified above, will be considered nonresponsive and rejected. The Government reserves the right to award under either the required delivery schedule or the proposed delivery schedule, when an offeror offers an earlier delivery schedule than required above. If the offeror proposes no other delivery schedule, the required delivery schedule above will apply.

OFFEROR’S PROPOSED DELIVERY SCHEDULE

WITHIN __ MONTHS AFTER CONTRACT AWARD

Item No. Task Quantity START END POP

001 TASKS 1‐5* 1

002 Option1 1

003 Option2 1

004 Option3 1

005 Option4 1

006 Option5 1

007 Option6 1

008 Option7 1

009 Option8 1

010 Option9 1

011 Option10 1

012 Option11 1

F.5 NFS 1852.247‐72 Advance Notice of Shipment. (OCT 1988)

Fifteen (15) working days prior to shipping deliverables identified in the PTD SOW, the Contractor shall furnish the anticipated shipment date, bill of lading number (if applicable), and carrier identity to the COR and to the Contracting Officer.

F.6 Place of Performance The Contractor shall perform the work under this contract at the Contractor’s facility, NASA Ames Research Center and at other locations as directed by the Ames Research Center Contracting Officer.

(End of Clause)

SECTION G ‐ CONTRACT ADMINISTRATION DATA

G.1. CLAUSES INCORPORATED BY REFERENCE

Clauses at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill‐in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of a clause can be located at the addresses contained in FAR 52.252‐2, Clauses Incorporated by

G.2. NFS 1852.227‐72 Designation of New Technology Representative and Patent Representative. (APR 2015)

(a) For purposes of administration of the clause of this contract entitled "New Technology‐

Other than a Small Business Firm or Nonprofit Organization" or "Patent Rights‐‐ Ownership by the Contractor," whichever is included, the installation New Technology and Patent Representatives identified at http://prod.nais.nasa.gov/portals/pl/new_tech_pocs.html are hereby designated by the Contracting Officer to administer such clause for the appropriate installation:

TITLE OFFICE ADDRESS (INCLUDING ZIP CODE)

New Technology Representative

VP NASA Ames Research Center M/S 202A‐3 Moffett Field, CA 94035‐0001

Patent Representative DL NASA Ames Research Center M/S 202A‐4 Moffett Field, CA 94035‐0001

(b) Disclosures of reportable items and of subject inventions, interim new technology summary reports, final new technology summary reports, utilization reports, and other reports required by the applicable “New Technology” or “Patent Rights‐Ownership by the Contractor” clause, as well as any correspondence with respect to such matters, shall be directed to the New Technology Representative unless transmitted in response to correspondence or request from the Patent Representative. Inquiries or requests regarding disposition of rights, election of rights, or related matters shall be directed to the Patent Representative. This clause shall be included in any subcontract hereunder requiring a "New Technology‐Other than a Small Business Firm or Nonprofit Organization" clause or "Patent Rights‐‐Ownership by the Contractor" clause, unless otherwise authorized or directed by the Contracting Officer. The respective responsibilities and authorities of the aforementioned representatives are set forth in 1827.305‐270 of the NASA FAR Supplement.

G.3. SUBMISSION OF INVOICES (ARC 52.232‐90) (JAN 2012)

(a) Invoices shall be prepared and submitted to the designated billing and payment office noted below in accordance with FAR 52.232‐1, PAYMENTS:

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

1852.227‐70 New Technology‐Other than a Small Business Firm or Nonprofit Organization APR 2015

NASA Shared Services Center (NSSC) Financial Management Division (FMD)—Accounts Payable Bldg. 1111, Road C Stennis Space Center, MS 39529

Invoices shall include the Contractor's Taxpayer Identification Number (TIN). Electronic submission is preferred, via email NSSC‐AccountsPayable@nasa.gov or fax 866‐209‐ 5415. A copy of the invoice shall be provided to the Contracting Officer.

(b) In the event that amounts are withheld from payment in accordance with the New

Technology clause or other provisions of this contract, a separate invoice for the amount withheld shall be required before payment of that amount is made.

(c) This Contract does not provide for partial payments. If applicable, payments will be made in accordance with the following schedule:

Payment will be made for separately priced items which have been received and accepted by NASA, and upon receipt of a payable invoice submitted in accordance with this clause.

SECTION H ‐ SPECIAL CONTRACT REQUIREMENTS

H.1. Clauses Incorporated By Reference Clauses at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill‐in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of a clause can be located at the addresses contained in FAR 52.252‐2, Clauses Incorporated by

H.2. ARC 52.227‐93 MANAGEMENT AND PROTECTION OF DATA (JUL 1988)

(a) In the performance of this contract it is anticipated that the Contractor may have access to, be furnished, use, or generate the following types of data (recorded information):

(1) data submitted to the Government with limited rights or restricted rights notices;

(2) data of third parties which the Government has agreed to handle under protective arrangements; and

(3) data generated by or on behalf of the Government which the Government intends to control the use and dissemination thereof.

(b) In order to provide management appropriate for protecting the interests of the Government and other owners of such data, the Contractor agrees with respect to data in category (a)(1) above, and with respect to any data in categories (a)(2) and (a)(3) when so identified by the Contracting Officer, to:

(1) use and disclose such data only to the extent necessary to perform the work required under this contract, with particular emphasis on restricting disclosure of the data to those persons who have a definite need for the data in order to perform under this contract;

(2) not reproduce the data unless reproduction of the data is specifically permitted elsewhere in the contract or by the Contracting Officer;

(3) refrain from disclosing the data to third parties without the written consent of the Contracting Officer; and

(4) return or deliver the data including all copies thereof to the Contracting Officer or his designated recipient when requested by the Contracting Officer.

1852.208‐81 Restrictions on Printing and Duplicating NOV 2004

1852.223‐72 Safety and Health (Short Form) JUL 2015

1852.223‐75 Major Breach of Safety or Security FEB 2002

1852.225‐70 Export Licenses FEB 2000

H.3. ARC 52.227‐96 HANDLING OF DATA (JUN 1989)

(a) Paragraph (d)(1) of the "Rights in Data‐‐General" clause of this contract permits the Government to restrict the Contractor's right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of the contract provided such restriction is expressly set forth in the contract. Pursuant to this authority, the following restrictions shall apply to such data and shall be included, in substance, in all subcontracts:

(b) Data specifically used.

(1) In the performance of this contract, it is anticipated the Contractor may have access, or be furnished, data (including financial, administrative, cost or pricing, or management information as well as technical data or computer software) of third parties which the Government has agreed to handle under protective arrangements, as well as such Government data for which the Government intends to control the use and dissemination.

(2) In order to protect the interests of the Government and the owners of such data, the Contractor agrees, with respect to such third party or Government data that is either marked with a restrictive legend or specifically identified in this contract or in writing by the Contracting Officer as being subject to this clause, to use and disclose such data only to the extent necessary to perform the work required under this contract, preclude disclosure of such data outside the Contractor's organization, and return or dispose of such data as directed by the Contracting Officer when the data is no longer needed for contract performance.

(3) Notwithstanding (2) above, the Contractor shall not be restricted in the use and disclosure of any data that becomes generally available without breach of this clause by this Contractor, is known to or is developed by the Contractor independently of any disclosure of proprietary, restricted, or confidential data hereunder, or is rightfully received by the Contractor from a third party without restriction.

(c) Data first produced.

Data first produced by the Contractor under this contract may include data for which the Government wants to control the use and dissemination. The Contracting Officer may require, or this contract may presently specify, that the Contractor apply restrictive legends to such identified data prior to delivery to the Government, or to third parties at the Government's direction, that restrict the use and disclosure of the data by any third party recipient. However, such restrictive legends shall in no way affect the Contractor's or the Government's rights to such data as provided in the "Rights in Data‐‐General" clause of this contract.

H.4. ARC 52.227‐97 DATA RIGHTS & SUBCONTRACTING (MAY 2013)

(a) Contractor shall make the representation of background data required by FAR 52.227‐15 in accordance with the format as requested in paragraph (b)(3) or (c)(3) of this clause for any Data that it proposes to deliver as Limited Rights Data or Restricted Computer Software. On a case‐by‐ case basis, where the Government accepts delivery of Data with such limitations, it will negotiate and insert the purposes, rights or limitations under which the Government can use such data into alternate clauses II and III of FAR 52.227‐14.

(b) Identification and Delivery of Technical Data to be furnished with Restrictions on Use, Release, or Disclosure.

(1) Except as provided in (b)(2) below, when Contractor asserts restrictions on technical data, Contractor shall identify and furnish all restrictions on use, release or disclosure of such data in an attachment to this contract (the Attachment). The Contractor shall not deliver any data with restrictive markings unless the data are listed on the Attachment and its delivery has been approved by the Contracting Officer.

(2) In addition to the assertions made in the Attachment, other assertions may be identified after award when based on new information or inadvertent omissions unless the inadvertent omissions would have materially affected the source selection decision. Such identification and assertion shall be submitted to the Contracting Officer as soon as practicable prior to the scheduled date for delivery of the data, in the following format, and signed by an official authorized to contractually obligate the Contractor.

(3) The Contractor shall use the following format to identify and assert restrictions on the Government’s use, release, or disclosure of technical data: Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data.

The Contractor asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following technical data should be restricted—

Technical Data to be Furnished With Restrictions*

Basis for Assertion**

Asserted Rights Category***

Name of Person Asserting

Restrictions****

(LIST) (LIST) (LIST) (LIST)

*If the assertion is applicable to items, components, or processes developed at private expense, identify both the data and each such item, component, or process.

**Generally, the development of an item, component, or process at private expense, either exclusively or partially, is the only basis for asserting restrictions on the Government's rights to use, release, or disclose technical data pertaining to such items, components, or processes. Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter the specific reason for asserting that the Government's rights should be restricted.

***Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data generated under another contract, limited or government purpose rights under this or a prior contract, or specifically negotiated licenses).

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

Date

Printed Name and Title

Signature

(End of identification and assertion)

(4) When requested by the Contracting Officer, the Contractor shall provide sufficient information to enable the Contracting Officer to evaluate the Contractor's assertions. The Contracting Officer reserves the right to add the Contractor's assertions to the Attachment and validate any listed assertion, at a later date.

(c) Identification and Delivery of Computer Software and Computer Software Documentation to be furnished with Restrictions on Use, Release, or Disclosure.

(1) Except as provided in (c)2 below, when Contractor asserts restrictions on computer software, Contractor shall identify and furnish all restrictions on use, release or disclosure of such software in an attachment to this contract (the Attachment). The Contractor shall not deliver any software with restrictive markings unless the software is listed on the Attachment and its delivery has been approved by the Contracting Officer.

(2) In addition to the assertions made in the Attachment, other assertions may be identified after award when based on new information or inadvertent omissions unless the inadvertent omissions would have materially affected the source selection decision. Such identification and assertion shall be submitted to the Contracting Officer as soon as practicable prior to the scheduled date for delivery of the software, in the following format, and signed by an official authorized to contractually obligate the Contractor:

(3) The Contractor shall use the following format to identify and assert restrictions on the

Government’s use, release, or disclosure of computer software: Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Computer Software.

The Contractor asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following computer software should be restricted:

Computer Software to be Furnished With Restrictions*

Basis for Assertion**

Asserted Rights Category***

Name of Person Asserting

Restrictions****

(LIST) (LIST) (LIST) (LIST)

*Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions on the Government's rights to use, release, or disclose computer software.

**Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter the specific reason for asserting that the Government's rights should be restricted.

***Enter asserted rights category (e.g., restricted or government purpose rights in computer software, government purpose license rights from a prior contract, rights in SBIR software generated under another contract, or specifically negotiated licenses).

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

Date

Printed Name and Title

Signature

(End of identification and assertion)

(4) When requested by the Contracting Officer, the Contractor shall provide sufficient information to enable the Contracting Officer to evaluate the Contractor's assertions. The Contracting Officer reserves the right to add the Contractor's assertions to the Attachment and validate any listed assertion, at a later date.

(d) It is strongly recommended that the Contractor flow down the data rights provisions of this contract to lower tier subcontractors to ensure that it can fulfill its data rights obligations to the Government. See Clause FAR 52.227‐14(h), Rights in Data—General. The Contractor shall be held responsible to obtain rights for the Government where it fails to fulfill such obligations.

(e) Pursuant to Clause FAR 52.227‐14(c)(2), the Contractor must obtain Contracting Officer approval before incorporating any data not first produced under the Contract into data delivered under the contract.

Before delivering such data, the Contractor must identify it and grant the Government, or acquire on its behalf, the broad licenses required by subparagraph (c) of the Rights in Data—General clause.

(f) FAR Clause 52.227‐17, Rights in Data – Special Works, applies to the following categories of Contract deliverables: plans, documentation, and documents including flowcharts, technical drawings, websites, and NASA presentations.

H.5 ARC 52.227‐98 INFORMATION INCIDENTAL TO CONTRACT ADMINISTRATION (OCT 2004)

NASA shall have unlimited rights in information incidental to contract administration including administrative and management information created by the Contractor and specified for delivery to NASA in performance of the contract, expressly excluding financial information. Specifically, NASA shall have the right to release such administrative and management information to any third party to satisfy NASA’s requirements.

(END OF CLAUSE)

H.6 INCORPORATION OF THE CONTRACTOR’S PROPOSAL

The Contractor's Mission Suitability proposal, including revision(s), submitted in response to the solicitation entitled "Pathfinder Technology Demonstrator" is hereby incorporated into the contract by reference.

(END OF CLAUSE)

SECTION I ‐ CONTRACT CLAUSES

I.1. Clauses Incorporated By Reference Clauses at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill‐in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of a clause can be located at the addresses contained in FAR 52.252‐2, Clauses Incorporated by

52.202‐1 Definitions NOV 2013

52.203‐3 Gratuities APR 1984

52.203‐5 Covenant Against Contingent Fees MAY 2014

52.203‐6 Restrictions on Subcontractor Sales to the Government SEP 2006

52.203‐7 Anti‐Kickback Procedures MAY 2014

52.203‐8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

MAY 2014

52.203‐10 Price or Fee Adjustment for Illegal or Improper Activity MAY 2014

52.203‐17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

APR 2014

52.203‐12 Limitation on Payments to Influence Certain Federal Transactions OCT 2010

52.204‐4 Printed or Copied Double‐Sided on Postconsumer Fiber Content Paper

May 2011

52.204‐10 Reporting Executive Compensation and First‐Tier Subcontract Awards OCT 2015

52.204‐13 System for Award Management Maintenance JUL 2013

52.204‐18 Commercial and Government Entity Code Maintenance JUL 2015

52.204‐19 Incorporation By Reference of Representations and Certifications DEC 2014

52.209‐6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.209‐9 Updates of Publicly Available Information Regarding Responsibility Matter

July 2013

52.211‐5 Material Requirements AUG 2000

52.215‐2 Audit and Records – Negotiation OCT 2010

52.215‐8 Order of Precedence ‐ Uniform Contract Format OCT 1997

52.215‐14 Integrity of Unit Prices OCT 2010

52.215‐17 Waiver of Facilities Capital Cost of Money OCT 1997

52.219‐8 Utilization of Small Business Concerns OCT 2014

52.219‐9 Small Business Subcontracting Plan OCT 2015

52.219‐9, Small Business Subcontracting Plan (ALT II) OCT 2001

52.219‐28 Post‐Award Small Business Program Representation JUL 2013

52.222‐3 Convict Labor JUN 2003

52.222‐19 Child Labor ‐ Cooperation with Authorities and Remedies FEB 2016

52.222‐21 Prohibition of Segregated Facilities APR 2015

52.222‐26 Equal Opportunity APR 2015

52.222‐35 Equal Opportunity for Veterans OCT 2015

52.222‐36 Affirmative Action for Workers with Disabilities JUL 2014

52.222‐37 Employment Reports on Veterans OCT 2015

52.222‐40 Notification of Employee Rights Under the National Labor Relations DEC 2010

Act

52.222‐50 Combating Trafficking in Persons FEB 2009

52.222‐54 Employment Eligibility Verification MAR 2015

52.223‐3 Hazardous Material Identification and Material Safety Data JAN 1997

52.223‐3 Hazardous Material Identification and Material Safety Data (ALT I) JUL 1995

52.223‐6 Drug‐Free Workplace MAY 2001

52.223‐18 Encouraging Contractor Policies to Ban Text Messaging While Driving AUG 2011

52.225‐1 Buy American Act – Supplies MAY 2014

52.225‐13 Restrictions on Certain Foreign Purchases JUN 2008

52.225‐25 Prohibition on Contracting with Entities Engaging in Sanctioned Activities Relating to Iran‐‐Representation and Certification

OCT 2015

52.227‐1 Authorization and Consent (Alternate I) DEC 2007

52.227‐2 Notice and Assistance Regarding Patent and Copyright Infringement DEC 2007

52.227‐11 Patent Rights‐‐Ownership by the Contractor MAY 2014

52.227‐14 Rights in Data—General MAY 2014

52.227‐14 Rights in Data—General (ALT I) (Modified by NFS 1852.227‐14) DEC 2007

52.229‐3 Federal, State, and Local Taxes FEB 2013

52.232‐1 Payments APR 1984

52.232‐8 Discounts for Prompt Payment FEB 2002

52.232‐11 Extras APR 1984

52.232‐17 Interest MAY 2014

52.232‐23 Assignment of Claims MAY 2014

52.232‐25 Prompt payment JUL 2013

52.232‐33 Payment by Electronic Funds Transfer– System for Award Management

JUL 2013

52.232‐39 Unenforceability of Unauthorized Obligations JUN 2013

52.232‐40 Providing Accelerated Payments to Small Business Subcontractors DEC 2013

52.233‐1 Disputes MAY 2014

52.233‐1 Disputes (ALT I) DEC 1991

52.233‐3 Protest after Award AUG 1996

52.233‐4 Applicable Law for Breach of Contract Claim OCT 2004

52.242‐13 Bankruptcy JUL 1995

52.243‐1 Changes ‐ Fixed‐Price AUG 1987

52.244‐6 Subcontracts for Commercial Items DEC 2015

52.246‐23 Limitation of Liability FEB 1997

52.249‐2 Termination for Convenience of the Government (Fixed‐Price) APR 2012

52.249‐8 Default (Fixed‐Price Supply and Service) APR 1984

52.231‐1 Computer Generated Forms JAN 1991

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

1852.203‐71 Requirement to Inform Employees of Whistleblower Rights AUG 2014

1852.215‐84 Ombudsman NOV 2011

1852.219‐75 Individual Subcontract Reports APR 2015

1852.227‐11 Patent Rights ‐ Ownership by the Contractor APR 2015

1852.237‐73 Release of Sensitive Information JUN 2005

1852.243‐71 Shared Savings MAR 1997

I.2. FAR 52.217‐7 Option for Increased Quantity ‐ Separately Priced Line Item. (MAR 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days of contract expiration. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of Clause)

I.3. FAR 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 15 days of contract expiration; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 42 months.

I.4. FAR 52.219‐28 Post‐Award Small Business Program Representation (Jul 2013)

(a) Definitions. As used in this clause‐‐

Long‐term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217‐8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, which is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is “not dominant in its field of operation” when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall represent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long‐term contracts—

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall represent its size status in accordance with the size standard in effect at the time of this representation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/content/table‐small‐business‐size‐standards .

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor’s current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following representation and submit it to the contracting office, along with the contract number and the date on which the representation was completed:

The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code 336414 assigned to contract number ______________. [Contractor to sign and date and insert authorized signer's name and title].

I.5. FAR 52.243‐7 Notification of Changes (Apr 1984)

(a) Definitions. “Contracting Officer,” as used in this clause, does not include any representative of the Contracting Officer.

“Specifically Authorized Representative (SAR),” as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing promptly, within ____ (to be negotiated) calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions.

On the basis of the most accurate information available to the Contractor, the notice shall state ‐‐

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including ‐‐

(i) What contract line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s notice to minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by paragraph (b) of this clause, the Contractor shall diligently continue performance of this…