NNA17568278R_SimLabs_DRFP_11_01_2016.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

RATING PAGE OF PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

CODE7. ISSUED BY 8. ADDRESS OFFER TO (If other than item 7)

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and copies for furnishings the supplies or services in he Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in until local time

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. PAGE(S)DESCRIPTION

A B C D E F G H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECS./WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS(%)

DATEAMENDMENT NO.AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION:

10 U.S.C. 2304 (c) ( )41 U.S.C. 3304(a)

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

IMPORTANT - Award will be made on this Fo m, or on Stan ard F m 26, or by her auth zed fficial wri n notice.

AUTHORIZED FOR LOCAL REPRODUCTIO

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA

ignature of Contractin Officer)

28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 6/2014)

Prescribed by GSA - FAR (48 CFR) 53.214 (c)

SEALED BID (IFB)

NEGOTIATED (RFP)

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

4200568278

JAI

NASA Ames Research Center, Acquisition Division Attn: Bethany McClave, M/S 241-1, Moffett Field, CA 94035-0001

NNA17568278R

6 + 2 electronic Bldg 241, Rm. 215 3:00

Bethany McClave Bethany.A.McClave@nasa.gov

650 604 3747

11/01/2016

CFS 203-18

NSSC - FMD Accounts Payable Bldg 1111 JerryHlass Road Stennis Space Center MS 39529

DRAFT

Table of Contents

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS 1

B.1 SUPPLIES AND/OR SERVICES TO BE PROVIDED 1

B.2 ESTIMATED COST AND FIXED FEE (1852.216-74) (DEC 1991) 2

B.3 FIRM FIXED PRICE (NFS 1852.216-78) (DEC 1988) 3

B.4 CUMULATIVE VALUE FOR TASK ORDERS AND TASK ORDER CEILING COSTS 3

B.5 CONTRACT FUNDING (NFS 1852.232-81) (JUN 1990) 3

B.6 LIMITATION ON PERIOD OF PERFORMANCE REGARDING TASK ORDERS 4

B.7 MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES (COST REIMBURSEMENT) 4

SECTION C – DESCRIPTION/SPECIFICATION/STATEMENT OF WORK 1

C.1. SPECIFICATION/STATEMENT OF WORK 1

SECTION D – PACKAGING AND MARKING 1

D.1 CLAUSES INCORPORATED BY REFERENCE 1

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

2011) 1

SECTION E – INSPECTION AND ACCEPTANCE 1

E.1 CLAUSES INCORPORATED BY REFERENCE 1

E.2 MATERIAL INSPECTION AND RECEIVING REPORT (NFS 1852.246-72) (APR 2015) 1

SECTION F – DELIVERIES AND PERFORMANCE 1

F.1 CLAUSES INCORPORATED BY REFERENCE 1

F.2. PERIOD OF PERFORMANCE 1

F.3 DELIVERY SCHEDULE 2

F.4 DELIVERY OF REPORTS 2

F.5 NOTICE OF DELAY (ARC 52.249-90) (FEB 1997) 2

F.6 PLACE OF PERFORMANCE - SERVICES 2

SECTION G – C NTRACT ADMINISTRATION DATA 1

G.1 CLAUSES IN ORPORATE BY REFEREN E 1 DRAFT

NNA17568278R TABLE OF CONTENTS

G.2 SUBMISSION OF VOUCHERS FOR PAYMENT (NFS 1852.232-80) (SEP 2016) [Applicable to

CLINS 002A through 006A, 002B through 006B, and 002C through 006C] 1

G.3 SUBMISSION OF INVOICES (ARC 52.232-90) (JAN 2012) [Applicable to CLIN 001 only] 2

G.4 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT

REPRESENATIVE (NFS 1852.227-72) (APR 2015) 2

G.5 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY (NFS 1852.245-71) (JAN 2011) 3

G.6 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS

(NFS 1852.245-73) (JAN 2011) 4

G.7 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 52.245-1 (NFS

1852.245-76) (JAN 2011) 5

G.8 OCCUPANCY MANAGEMENT REQUIREMENTS (NFS 1852.245–82) (JAN 2011) 5

SECTION H – SPECIAL CONTRACT REQUIREMENTS 1

H.1 CLAUSES INCORPORATED BY REFERENCE 1

H.2 TASK ORDERING PROCEDURE (NFS 1852.216-80) (OCT 1996) 1

H.3 KEY PERSONNEL AND FACILITIES (NFS 1852.235-71) (MAR 1989) 1

H.4 ORGANIZATIONAL CONFLICTS OF INTEREST, AND LIMITATION ON FUTURE

CONTRACTING 2

(ARC 52.209-99) (JUL 2016) 2

H.5 EMERGENCY PREPAREDNESS AND RESPONSE (ARC 52.223-90) (JAN 2012) 3

H.6 DISASTER ASSISTANCE AND RESCUE TEAM (DART) PARTICIPATION (ARC 52.223-91) (JAN

2012) 4

H.7 PATENT RIGHTS (ARC 52.227-11) (JAN 2015) 4

H.8 DATA RIGHTS—SPECIAL WORKS (ARC 52.227-17) (JAN 2015) 5

H.9 MANAGEMENT AND PROTECTION OF DATA (ARC 52.227-93) (JUL 1988) 5

H.10 INCORPORATION OF THE CONTRACTOR’S PROPOSAL (ARC 52.227-94) 5

H.11 HANDLING OF DATA (ARC 52.227-96) (JUN 1989) 5

H.12 DATA RIGHTS AND SUBCONTRACTING (ARC 52.227-97) (FEB 2016) 6

H.13 INFORMATION INCIDENTAL TO CONTRACT ADMINISTRATION (ARC 52.227-98) (OCT

2004) 9

H.14 DEVELOPMENT AND USE OF OPEN SOURCE SOFTWARE (ARC 52.227-99) (JUN 2014) 9

H.15 CONTRACTOR PURCHASING (ARC 52.230-90) (JAN 2012) (ALT I) (JAN 2012) 9

H.16 SEVERAN E PAY (ARC 2.231-90) OCT 2 12 10

H.17 NON-PERSONAL SE VI ES (ARC 52.23 99) (MAY 2 12) 10 DRAFT

SECTION I – CONTRACT CLAUSES 1

I.1 CLAUSES INCORPORATED BY REFERENCE 1

I.2 ORDERING (FAR 52.216-18) (OCT 1995) 5

I.3 ORDER LIMITATIONS (FAR 52.216-19) (OCT 1995) 5

I.4 INDEFINITE QUANTITY (FAR 52.216-22) (OCT 1995) 5

I.5 NONDISPACEMENT OF QUALIFIED WORKERS (FAR 52.222-17) (May 2014) 5

I.6 EQUAL OPPORTUNITY FOR VETERANS (FAR 52.222-35) (OCT 2015) 8

I.7 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (FAR 52.222-36) (JUL 2014) 9

I.8 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (FAR 52.222-42) (MAY 2014) 9

I.9 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (FAR

52.232-40) (DEC 2013) 10

I.10 SUBCONTRACTS FOR COMMERCIAL ITEMS (52.244-6) (JUN 2016) 10

I.11 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998) 11

I. 12 AUTHORIZED DEVIATIONS IN CLAUSES (FAR 52.252-6) (APR 1984) 12

I.13 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (NFS 1852.225-71) (FEB 2012) 12

SECTION J – LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS 1

J.1 LIST OF DOCUMENTS, EXHIBITS, AND ATTACHMENTS (ARC 52.211-90) (FEB 1997) 1

SECTION K – REPRESENTATIONS, CERTIFICATIONS, AND OTHER

STATEMENTS OF OFFERORS 1

K.1 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (FAR 52.204-8) (APR 2016) 1

K.2 RESTRICTION ON FUNDING ACTIVITY WITH CHINA --REPRESENTATION (NFS 1852.225-

72) (FEB 2012) 3

K.3 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT TAX

LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (NFS 1852.209-75)

(DEVIATION FEB 2012) 4

K.4 CERTIFICATION BY OFFERORS REGARDING FEDERAL INCOME TAX FILING and

FEDERAL INCOME TAX VIOLATIONS (NFS 1852-209.74) (DEVIATION FEB 2012) 4

K.5 REPRESENTATION BY OFFERORS THAT THEY ARE NOT THE ASSOCIATION of

COMMUNITY ORGANIZATIONS for REFORM NOW (ACORN) or a SUBSIDIARY of ACORN (NFS

1852.209-73) (DEVIATION FEB 2012) 5

SECTION L - INSTRUCTIONS CONDITIONS, AND NOTICES TO OFFERORS 1

L.1 SOLICITATI N PROV SIONS INCORPORATED BY REFERENCE (FAR 52.252-1) (FEB 1998) 1

L.2 TYPE OF CO TRACT FAR 52.216- ) (APR 1984) 1 DRAFT

L.3 SERVICE OF PROTEST (FAR 52.233-2) (SEP 2006) 1

L.4 PREPROPOSAL/PRE-BID CONFERENCE (NFS 1852.215-77) (APR 2015) 2

L.5 PROPOSAL PREPARATION--GENERAL INSTRUCTIONS 2

L.6 PROPOSAL PAGE LIMITATIONS 4

L.7 INSTRUCTIONS FOR ORAL PRESENTATIONS 5

L.8 PROPOSAL PREPARATION--SPECIFIC INSTRUCTIONS 7

(a) Mission Suitability Proposal (Volume I). 7

(b) Past Performance Proposal (Volume II). 10

(c) Cost Proposal (Volume III). 12

L.9 SBA OSTENSIBLE SUBCONTRACTOR RULE INFORMATION 12

L.10 DETERMINATION OF COMPENSATION REASONABLENESS (NFS 1852.231-71) (APR 2015) 13

L.11 GOVERNMENT PROPERTY MANAGEMENT INFORMATION (NFS 1852.245-80) (JAN 2011) 14

L.12 LIST OF AVAILABLE GOVERNMENT PROPERTY (NFS 1852.245-81) (JAN 2011) 14

SECTION M – EVALUATION FACTORS FOR AWARD 1

M.1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FAR 52.252-1) (FEB 1998) 1

M.2 EVALUATION APPROACH 1

M.3 WEIGHTING AND SCORING 4

NNA17568278R SECTION C

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SECTION C – DESCRIPTION/SPECIFICATION/STATEMENT OF WORK

C.1. SPECIFICATION/STATEMENT OF WORK

The Contractor shall furnish 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, entitled “Technical Services for Aerospace Modeling and Simulation (SimLabs) III,” which is incorporated in Section J, paragraph J.1(a), Attachment 1.

(END OF CLAUSE)

[END OF SECTION]

NNA17568278R SECTION D

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SECTION D – PACKAGING AND MARKING

D.1 CLAUSES INCORPORATED BY REFERENCE

Clause(s) 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, of this contract.

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

None Included By Reference

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

CLAUSE NO. DATE TITLE

1852.211-70 SEP 2005 PACKAGING, HANDLING, AND TRANSPORTATION

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

(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

NNA17568278R SECTION D

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

[Contracting Officer to insert the NASA center receiving activity below]

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

NNA17568278R SECTION E

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SECTION E – INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

Clause(s) 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 the clause is available at the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this contract.

52-246-3 MAY 2001 INSPECTION OF SUPPLIES – COST REIMBURSEMENT

52.246-5 APR 1984 INSPECTION OF SERVICES – COST REIMBURSEMENT

52.246-8 MAY 2001 INSPECTION OF RESEARCH AND DEVELOPMENT

COST-REIMBURSEMENT

E.2 MATERIAL INSPECTION AND RECEIVING REPORT (NFS 1852.246-72) (APR 2015)

(a) At the time of each delivery to the Government under this contract, the Contractor shall prepare and furnish a

Material Inspection and Receiving Report (DD Form 250 series). The form(s) shall be prepared and distributed as indicated on the Contract Data Requirements List, Section J, paragraph J.1(a), Attachment 3.

(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.

NNA17568278R SECTION F

Page F-1

SECTION F – DELIVERIES AND PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

Clause(s) 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 the clause is available at the addresses

52.242-15

52.242-17

AUG 1989

APR 1984

STOP WORK ORDER (ALT I) (APR 1984)

GOVERNMENT DELAY OF WORK

52.247-34 NOV 1991 F.O.B. DESTINATION

F.2. PERIOD OF PERFORMANCE

The performance period for this contract is set forth below. Each individual task order will include its own period of performance.

(a) PHASE-IN: The performance of the Phase-In period of shall be 44 days beginning September 18, 2017 through

October 31, 2017.

(b) BASE PERIOD – The performance of the Base Period shall be for twelve (12) months from the end of the

Phase-In, beginning November 1, 2017 and ending October 31, 2018.

(c) OPTION PERIOD ONE – If exercised, the period of performance of Option Period One shall be twelve (12) months from the end of the Base Period, beginning November 1, 2018 and ending October 31, 2019.

(d) OPTION PERIOD TWO – If exercised, the period of performance of Option Period Two shall be twelve (12) months from the end of Option Period One, beginning November 1, 2019 and ending October 31, 2020.

(e) OPTION PERIOD THREE – If exercised, the period of performance of Option Period Three shall be twelve (12) months from the end of Option Period Two, beginning November 1, 2020 and ending October 31, 2021.

(f) OPTION PERIOD FOUR – If exercised, the period of performance of Option Period Four shall be twelve (12)

Months from the end of Option Period Three, beginning November 1, 2021 and ending October 31, 2022.

(g) Each individual task order will include its own period of performance. Performance of orders placed within the ordering period may extend for up to one year past the end of the contract’s effective period if the Contracting

Officer determines that performance of the order cannot reasonably be deferred to any planned follow-on contract.

NNA17568278R SECTION F

Page F-2

F.3 DELIVERY SCHEDULE

(a) The Contractor shall deliver the supplies and services as required by this contract and the individual task orders.

(b) Unless specified otherwise, all items shall be delivered to:

NASA Ames Research Center

Attn: TBD, Mail Stop 243-1

Contract “TBD”

Moffett Field, CA 94035-0001

(c) All reports and documentation shall be mailed in accordance with Paragraph F.4, Delivery of Reports.

F.4 DELIVERY OF REPORTS

Unless otherwise specified, all reports shall be addressed to the recipients listed in Section J, paragraph J.1(a)

Attachment 3, “Contract Data Requirements List." Reports specific to task orders will be specified in the individual task order.

F.5 NOTICE OF DELAY (ARC 52.249-90) (FEB 1997)

If, because of technical difficulties, the Contractor becomes unable to complete the contract work at the time specified, notwithstanding the exercise of good faith and diligent efforts in performing the work called for under this contract, the Contractor shall give the Contracting Officer written notice of the anticipated delay and the reasons for it. The notice and reasons shall be delivered promptly after the condition creating the anticipated delay becomes known to the

Contractor but in no event less than 45 days before the completion date specified in this contract, unless otherwise permitted by the Contracting Officer. When notice is given, the Contracting Officer may extend the time specified in the Schedule for such period as is deemed advisable.

F.6 PLACE OF PERFORMANCE - SERVICES

The Contractor shall perform the work under this contract at NASA Ames Research Center, Moffett Field, CA 94035-0001, and at other locations as directed in writing by the Contracting Officer.

NNA17568278R SECTION G

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SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

Clause(s) 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 the clause is available at the addresses

1852.216-75 DEC 1988 PAYMENT OF FIXED FEE

1852.223-71 DEC 1988 FREQUENCY AUTHORIZATION

1852.227-70 MAY 2002 NEW TECHNOLOGY

1852.227-71 APR 1984 REQUESTS FOR WAIVER OF RIGHTS TO INVENTIONS

1852.227-86 APR 2015 COMMERCIAL COMPUTER SOFTWARE—LICENSING

1852.242-73 NOV 2004 NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING

1852.245-70 AUG 2015 CONTRACTOR REQUESTS FOR GOVERNMENT-PROVIDED EQUIPMENT

(ALT I) (AUG 2015)

1852.245-75 JAN 2011 PROPERTY MANAGEMENT CHANGES

1852.245-78 AUG 2015 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY

1852.245-79 JAN 2011 RECORDS AND DISPOSITION REPORTS FOR GOVERNMENT PROPERTY

WITH POTENTIAL HISTORIC OR SIGNIFICANT REAL VALUE

1852.245-81 JAN 2011 LIST OF AVAILABLE PROPERTY

G.2 SUBMISSION OF VOUCHERS FOR PAYMENT (NFS 1852.232-80) (SEP 2016)

[Applicable to CLINS 002A through 006A, 002B through 006B, and 002C through 006C]

(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 electronically 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 designated in the payment clause(s) contained in this contract will begin on the date a proper request for payment is received by the NSSC payment office specified in paragraph (b) of this section.

Vouchers shall be prepared in accordance with the guidance provided by the NSSC at the following website: https://answers nssc.nasa.gov/app/answers/detail/a id/6643.

(2) Vouchers 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) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to in ude rates used nd numbe of hour in urred.

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

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

(d) Non-electronic payment. The Contractor may submit a voucher using other than the steps described at NSSC’s

Vendor Payment information through any of the means described at https://www nssc nasa.gov/vendorpayment, if 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. In such cases, the Contractor shall include a copy of the

Contracting Officer’s determination with each request for payment when the Governmentwide commercial purchase card is used as the method of payment.

(2) The contract includes provisions allowing the contractor to submit vouchers using other than the steps prescribed at NSSC’s Vender Payment information website. 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. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher 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.3 SUBMISSION OF INVOICES (ARC 52.232-90) (JAN 2012) [Applicable to CLIN 001 only]

(a) Invoices shall be prepared and submitted to the designated billing and payment office noted below in accordance with FAR 52.232.1 Prompt Payment clause:

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 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.

G.4 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT

REPRESENATIVE NFS 1852 227-7 ) (APR 2 15) DRAFT

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(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:

(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—Other than a Small

Business Firm or Nonprofit Organization.” 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.5 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY (NFS 1852.245-71) (JAN 2011)

(a) The Government property described in paragraph (c) of this clause may be made available to the Contractor on a no-charge basis for use in performance of this contract. This property shall be utilized only within the physical confines of the NASA installation that provided the property unless authorized by the Contracting Officer under

(b)(1)(iv). Under this clause, the Government retains accountability for, and title to, the property, and the

Contractor shall comply with the following:

NASA Procedural Requirements (NPR) 4100.1, NASA Materials Inventory

Management Manual;

NASA Procedural Requirements (NPR) 4200.1, NASA Equipment Management

Procedural Requirements;

NASA Procedural Requirement (NPR) 4300.1, NASA Personal Property Disposal

Procedural Requirements;

Property not recorded in NASA property systems must be managed in accordance with the requirements of the clause at FAR 52.245–1, as incorporated in this contract.

The Contractor shall establish and adhere to a system of written procedures to assure continued, effective management control and compliance with these user responsibilities. In accordance with FAR 52.245-1(h)(1) the Contractor shall be liable for property lost, damaged, destroyed or stolen by the Contractor or their employees when determined responsible by a NASA Property Survey Board, in accordance with the NASA guidance in this clause.

(b)(1) The official accountable recordkeeping, financial control, and reporting of the property subject to this clause shall be retained by the Government and accomplished within NASA management information systems prescribed by the installation Supply and Equipment Management Officer (SEMO) and Financial Management Officer. If this contract provides for the Contractor to acquire property, title to which will vest in the Government, the following additional procedures apply:

(i) The Contractor’s purchase order shall require the vendor to deliver the property to the installation central receiving area.

(ii) The Contractor shall furnish a copy of each purchase order, prior to delivery by the vendor, to the installation central receiving area.

(iii) The Contractor shall establish a record for Government titled property as required by FAR 52.245-1, as incorporated in this contract, and shall maintain that record until accountability is accepted by the

Government.

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(iv) Contractor use of Government property at an off-site location and off-site Subcontractor use requires advance approval of the Contracting Officer and notification of the Industrial Property Officer. The property shall be considered Government furnished and the Contractor shall assume accountability and financial reporting responsibility. The Contractor shall establish records and property control procedures and maintain the property in accordance with the requirements of FAR 52.245–1, Government Property

(as incorporated in this contract), until its return to the installation. NASA Procedural Requirements related to property loans shall not apply to offsite use of property by Contractors.

(2) After transfer of accountability to the Government, the Contractor shall continue to maintain such internal records as are necessary to execute the user responsibilities identified in paragraph (a) of this clause and document the acquisition, billing, and disposition of the property. These records and supporting documentation shall be made available, upon request, to the SEMO and any other authorized representatives of the

Contracting Officer.

(c) The following property and services are provided if checked:

X (1) Office space, work area space, and utilities. Government telephones are available for official purposes only.

X (2) Office furniture.

X (3) Property listed in Section J, paragraph J.1(a), Attachment 4.

(i) If the Contractor acquires property, title to which vests in the Government pursuant to other provisions of this contract, this property also shall become accountable to the Government upon its entry into Government records.

(ii) The Contractor shall not bring to the installation for use under this contract any property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer’s prior written approval.

X (4) Supplies from stores stock.

X (5) Publications and blank forms stocked by the installation.

X (6) Safety and fire protection for Contractor personnel and facilities.

X (7) Installation service facilities: “Use of Motor Pool”.

X (8) Medical treatment of a first-aid nature for Contractor personnel injuries or illnesses sustained during on-site duty.

X (9) Cafeteria privileges for Contractor employees during normal operating hours.

X (10) Building maintenance for facilities occupied by Contractor personnel.

X (11) Moving and hauling for office moves, movement of large equipment, and delivery of supplies.

Moving services may be provided on-site, as approved by the Contracting Officer.

G.6 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS

(NFS 1852.245-73) (JAN 2011)

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the Custody of Contractors, in accordance with this clause, the instructions on the form and NFS subpart 1845.71, and any supplemental instructions for the cur rting pe i d i d by NASA

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(b)(1) Subcontractor use of NF 1018 is not required by this clause; however, the Contractor shall include data on property in the possession of subcontractors in the annual NF 1018.

(2) The Contractor shall mail the original signed NF 1018 directly to the cognizant NASA Center Deputy Chief

Financial Officer, Finance, unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(3) One copy shall be submitted (through the Department of Defense (DOD) Property Administrator if contract administration has been delegated to DOD) to the following address: [Not Applicable], unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(c)(1) The annual reporting period shall be from October 1 of each year through September 30 of the following year.

The report shall be submitted in time to be received by October 15. The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes.

Therefore, it is essential that required reports be received no later than October 15. Some activity may be estimated for the month of September, if necessary, to ensure the NF 1018 is received when due. However, contractors' procedures must document the process for developing these estimates based on planned activity such as planned purchases or NASA Form 533 (NF 533 Contractor Financial Management Report) cost estimates. It should be supported and documented by historical experience or other corroborating evidence, and be retained in accordance with FAR Subpart 4.7, Contractor Records Retention. Contractors shall validate the reasonableness of the estimates and associated methodology by comparing them to the actual activity once that data is available, and adjust them accordingly. In addition, differences between the estimated cost and actual cost must be adjusted during the next reporting period. Contractors shall have formal policies and procedures, which address the validation of NF 1018 data, including data from subcontractors, and the identification and timely reporting of errors. The objective of this validation is to ensure that information reported is accurate and in compliance with the NASA FAR Supplement. If errors are discovered on NF 1018 after submission, the contractor shall contact the cognizant NASA Center

Industrial Property Officer (IPO) within 30 days after discovery of the error to discuss corrective action.

(2) The Contracting Officer may, in NASA's interest, withhold payment until a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit annual

NF 1018 reports in accordance with NFS subpart 1845.71 and any supplemental instructions for the current reporting period issued by NASA. Such reserve shall be withheld until the Contracting Officer has determined that NASA has received the required reports. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right.

(d) A final report shall be submitted within 30 days after disposition of all property subject to reporting when the contract performance period is complete in accordance with paragraph (b)(1) through (3) of this clause.

G.7 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 52.245-1

(NFS 1852.245-76) (JAN 2011)

For performance of work under this contract, the Government will make available Government property identified in Section J, paragraph J.1(a) Attachment 4 of this contract on a no charge-for-use basis pursuant to the clause at

FAR 52.245-1, Government Property, as incorporated in this contract. The Contractor shall use this property in the performance of this contract at NASA Ames Research Center and at other location(s) as may be approved by the

Contracting Officer. Under FAR 52.245-1, the Contractor is accountable for the identified property.

G.8 OCCUPANCY MANAGEMENT REQUIREMENTS (NFS 1852.245–82) (JAN 2011)

(a) In addition to the requirements of the clause at FAR 52.245–1, Government Property, as included in this contract, the Contractor shall comply with the following in performance of work in and around Government real property:

(1) NPD 8800.14, P li f r Real P Management

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(2) NPR 8831.2, Facility Maintenance Management

(b) The Contractor shall obtain the written approval of the Contracting Officer before installing or removing

Contractor-Owned Property onto or into any Government Real Property or when movement of Contractor-Owned

Property may damage or destroy Government-owned property. The Contractor shall restore damaged property to its original condition at the Contractor’s expense.

(c) The Contractor shall not acquire, construct or install any fixed improvement or structural alterations in

Government buildings or other real property without the advance, written approval of the Contracting Officer.

Fixed improvement or structural alterations, as used herein, means any alteration or improvement in the nature of the building or other real property that, after completion, cannot be removed without substantial loss of value or damage to the premises. Title to such property shall vest in the Government.

(d) The Contractor shall report any real property or any portion thereof when it is no longer required for performance under the contract, as directed by the Contracting Officer.

NNA17568278R SECTION H

H 1

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

Clause(s) 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 the clause is available at the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this contract.

52.536-13 NOV 1991 ACCIDENT PREVENTION (ALT 1) (NOV 1991)

1852.208-81 NOV 2004 RESTRICTIONS ON PRINTING AND DUPLICATION

1852.223-70 DEC 2015 SAFETY AND HEALTH MEASURES AND MISHAP REPORTING

1852.223-73 JUL 2015 SAFETY AND HEALTH PLAN (ALT I)(JUL 2015)

(Plan due 10 days after contract award. See J.1(a) Attachment 3, CDRL 27)

1852.223-75 FEB 2002 MAJOR BREACH OF SAFETY OR SECURITY

1852.225-70 FEB 2000 EXPORT LICENSES (Insert: NASA Ames Research Center)

1852.228-76 OCT 2012 CROSS-WAIVER OF LIABILITY FOR SPACE STATION ACTIVITIES

1852.235-73 DEC 2006 FINAL SCIENTIFIC AND TECHNICAL (ALT II) (DEC 2005)

1852.235-74 FEB 2003 ADDITIONAL REPORTS OF WORK -- RESEARCH AND

DEVELOPMENT (paragraph (c) insert 0)

1852.242-72 OCT 2015 DENIED ACCESS TO NASA FACILITIES

H.2 TASK ORDERING PROCEDURE (NFS 1852.216-80) (OCT 1996)

(a) Only the Contracting Officer may issue task orders to the Contractor, providing specific authorization or direction to perform work within the scope of the contract and as specified in the schedule. The Contractor may incur costs under this contract in performance of task orders and task order modifications issued in accordance with this clause. No other costs are authorized unless otherwise specified in the contract or expressly authorized by the Contracting Officer.

(b) Prior to issuing a task order, the Contracting Officer shall provide the Contractor with the following data:

(1) A functional description of the work identifying the objectives or results desired from the contemplated task order.

(2) Proposed performance standards to be used as criteria for determining whether the work requirements have been met.

(3) A request for a task plan from the Contractor to include the technical approach, period of performance, appropriate cost information, and any other information required to determine the reasonableness of the Contractor's proposal.

(c) Within 10 calendar days after receipt of the Contracting Officer's request, the Contractor shall submit a task plan conforming to the request. For each task plan, the Contractor shall provide the representation set forth in 52.227-15, Representation of Limited Rights Data and Restricted Computer Software in accordance with the instructions set forth in

Clause H.12.

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(d) After review and any necessary discussions, the Contracting Officer may issue a task order to the Contractor containing, as a minimum, the following:

(1) Date of the order.

(2) Contract number and order number.

(3) Functional description of the work identifying the objectives or results desired from the task order, including special instructions or other information necessary for performance of the task.

(4) Performance standards, and where appropriate, quality assurance standards.

(5) Maximum dollar amount authorized (cost and fee or price). This includes allocation of award fee among award fee periods, if applicable.

(6) Any other resources (travel, materials, equipment, facilities, etc.) authorized.

(7) Delivery/performance schedule including start and end dates.

(8) If contract funding is by individual task order, accounting and appropriation data.

(e) The Contractor shall provide acknowledgment of receipt to the Contracting Officer within 5 calendar days after receipt of the task order.

(f) If time constraints do not permit issuance of a fully defined task order in accordance with the procedures described in paragraphs (a) through (d), a task order which includes a ceiling price may be issued.

(g) The Contracting Officer may amend tasks in the same manner in which they were issued.

(h) In the event of a conflict between the requirements of the task order and the Contractor's approved task plan, the task order shall prevail.

H.3 KEY PERSONNEL AND FACILITIES (NFS 1852.235-71) (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.

[List here the personnel and/or facilities considered essential, unless they are specified in the contract Schedule.]

Key Personnel (Name and Title) Facilities (Name and Address)

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H.4 ORGANIZATIONAL CONFLICTS OF INTEREST, AND LIMITATION ON FUTURE CONTRACTING

(ARC 52.209-99) (JUL 2016)

(a) The Contracting Officer has determined that this acquisition may give rise to a potential Organizational Conflict of Interest.

Accordingly, the attention of prospective Offerors is directed to FAR Subpart 9.5 - Organizational Conflicts of Interest.

(b) The nature of this potential Organizational Conflict of Interest is:

This Contract, as delineated in and governed by its Statement of Work, will provide for the following:

The NASA-ARC Simulation Laboratory Facilities are unique facilities, constructed as a national aeronautical research and development resource to advance research, conduct experiments and investigations in simulated flight and air traffic management. Consequently, a wide range of industry participants utilize and conduct simulations in the facilities, including

NASA, private industry, universities, Department of Defense, and other Government agencies. Researchers use the facilities to investigate and evaluate aircraft design, airspace operations, air traffic control, human factors to the development of engineering techniques and system improvements.

In order to perform this Contract and thus, support the Simulation Laboratory Facilities, the Contractor (1) will participate, within the scope of the Statement of Work, and be responsible for all or major aspects of simulation operation and maintenance from inception through post-test documentation of aircraft or avionics models that are tested in these facilities, (2) support, execute experiments, and collect research data for NASA-ARC and clients, and (3) conduct other activities where access to

Government Sensitive Data or third-party proprietary data is necessary. Performing any of the activities as described in (1) through (3) above creates a potential Organizational Conflict of Interest.

Further, the customers of the Simulation Laboratory Facilities are aerospace vehicle designers and manufacturers. If the awardee or one of its subcontractors were an aerospace vehicle designer or manufacturer, other aerospace vehicle manufacturers might be reluctant or cease to use NASA-ARC expertise and facilities. This would negate the purpose of the Simulation

Laboratory Facilities as a national resource.

(c) To avoid, neutralize, or mitigate the potential Organizational Conflicts of Interest, the following restrictions upon future contracting shall apply:

(1) If the Contractor, under the terms of this Contract, or through the performance of tasks pursuant to this Contract, is required to develop specifications or statements of work that are incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime contractor or subcontractor under an ensuing contract, grant or cooperative agreement.

(2) The Contractor shall not, during the performance of the Contract and for a period of three years following completion of such performance, use Government Sensitive Data or the proprietary data of another contractor, obtained by the

Contractor during its performance of this Contract, to participate in competitions as either a prime proposer or a proposed subcontractor.

(d) If, in the performance of work under this Contract, the Contractor produces or has access to Government Sensitive Data or third-party proprietary data, the Contractor shall protect such data from unauthorized use or disclosure so long as it remains sensitive or proprietary. In addition, the Contractor shall not be permitted to use such data other than in performance under this Contract, unless:

(1) It receives the explicit written permission of the owner of such data and the Contracting Officer; or

(2) Such data has been released or otherwise made available to the public by the Government or the owner of the third-party proprietary data. In addition, the Contractor agrees that to the extent it receives or is given access to Data, Data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or other confidential or privileged technical, business, or financial information under th Contr t, it sh ll treat s ch inform t on in acc dance with any e or dissemination restrictions imposed on such inf mation. F rthe the Cont actor sh ll not subm an unsolicited pr posal to the Government which is based on such Dat until one ear ter such Data is r lease or oth i made avai ble to the public; further, any DRAFT

H-3 unsolicited proposal submitted pursuant to this provision shall identify any relationship to work produced under this

Contract and any proposed use of such Data.

(e) (1) If, in the performance of work under this Contract, the Contractor enters into a separate agreement with a company for the protection of Government Sensitive Data or third-party proprietary data, the Contractor shall furnish a copy of that agreement to the Contracting Officer.

(2) The Contractor must educate its employees, through formal training, not to divulge Government Sensitive Data or third-party proprietary data, trade secrets, confidential information, or restricted data of companies received in connection with the performance of work under this Contract. The Contractor shall provide a plan to implement this training for the approval of the Contracting Officer.

(3) The Contractor shall obtain from all employees having access to Government Sensitive Data or third-party proprietary

Data under this Contract a written agreement which shall prohibit those employees, during the term of their employment and thereafter, from disclosing to others or using for their own behalf, such Data received in connection with the performance of work under this Contract, and from retaining a copy of such Data after termination of their employment under this Contract.

(f) The term "Contractor" as used in this clause shall include (i) the corporate or other entity executing this Contract with the

Government; (ii) such entity's parent, subsidiary, affiliate, or successor entities to the extent that the parent, subsidiary, affiliate, or successor entity has responsibility for the performance of work under this Contract; and (iii) the Contractor's subcontractors that (A) support the Government, as delineated in the Statement of Work of this Contract, or (B) handle, receive, reduce, interpret, or transmit Data obtained, used, or produced in conjunction with the Government pursuant to this Contract.

(g) The term "Contract" as used in this clause shall include options, extensions, and any successor contracts performed or to be performed by the Contractor without any other successor contractor intervening.

(h) The term “Data” as used in this clause, means recorded information, regardless of form or media on which it may be recorded.

The term includes technical data and computer software. The term further includes Government Sensitive Data or third-party proprietary data including proprietary data,…