BPA_T_and_C.docx

BLANKET PURCHASE AGREEMENT

TERMS AND CONDITIONS

ARTICLE 1 - ACCEPTANCE OF BLANKET PURCHASE AGREEMENT (BPA)

The vendor’s unconditional acceptance of this BPA, including all terms and conditions herein shall be considered binding upon the delivery of the first Call placed hereunder by the Contracting Officer. Failure of the vendor to comply with any of the above-cited terms and conditions or the schedules or any Call placed hereunder may be cause for the immediate termination of this BPA.

ARTICLE 2 - EXTENT OF OBLIGATION

The Government will be obligated under this BPA only to the extent of such Calls as executed by the Contracting Officer.

ARTICLE 3 - PRICING

The vendor’s prices shall be as low as, or lower than those charged the vendor’s most favored customer, in addition to the actual discount allowed the Government.

ARTICLE 4 - CALL LIMITATION

Individual Calls placed under this BPA will not be placed below $3,501 and will not exceed $150,000. The aggregate dollar amount of all orders under this BPA shall not exceed $32,000,000. Orders can only be placed on the discipline that has been specified per vendor.

ARTICLE 5 - PERIOD OF PERFORMANCE/CALL PERIOD

This BPA will expire:

1. When the aggregate dollar amount of all calls issued equals the dollar limitation set forth in ARTICLE 4, above, or

1. At the end of the (5) year period of performance date set forth in the BPA.

ARTICLE 6 - NOTICE OF INDIVIDUALS AUTHORIZED TO PLACE CALLS AND MAKE CHANGES

In addition to the Contracting Officer, the following personnel are authorized to Issue Calls under this BPA. All designated personnel are employed by NASA, GRC.

TBD AT AWARD

The Contracting Officer is the only individual authorized to place Calls for any requirement greater than $3,500. The Contracting Officer is the only individual authorized to make changes to the Calls. Therefore, unless changes are received in writing by the Contractor from the Contracting Officer, the Contractor assumes all risks involved in any change made to the Call placed in accordance with this BPA.

ARTICLE 7 - SHIPPING INSTRUCTIONS

Shipment(s) of all items called for herein shall be as designated on the individual Call.

ARTICLE 8 - CRITICAL ITEMS

Under the BPA, certain items are considered “CRITICAL” and will be so designated on each request for quotation and the resultant Call. Those items designated as “critical” are essential to the success of individual projects or programs. As such, the timely delivery of this item is mandatory. Failure to deliver as required will result in the assessment of monetary consideration in an amount to be determined by the Government. Repeated failures to deliver in a timely manner may result in the exclusion of the Contractor from proposing on future work under this BPA.

ARTICLE 9 – ORDERING INSTRUCTIONS

The government will solicit fixed price quotes containing total costs, number of labor hours, cost per hour, material cost, and delivery on proposed order conditions and specifications. Quotes received will be reviewed and awarded based on the quote that is in the best interest of the government. The contractor and any subcontractors shall perform only the work as specified in each order. The contractor shall manufacture, fabricate, and dimensionally inspect using either inch or metric dimensions in accordance with ANSI Y14.5. Each order may include, but is not limited to, machining, fabrication, spaceflight hardware inspection, and specialty disciplines. All calls will be issued on a Standard Form 347, “Order for Supplies and Services.”

ARTICLE 10 - ORDERING FOR SPACEFLIGHT USE - MARKING

Orders issued under this BPA will indicate if the item(s) to be delivered are for spaceflight use. If they are for spaceflight use, any shipping containers, shipping documents and purchasing documents shall be marked in accordance with Article 9 of this agreement.

ARTICLE 11 – MARKING OF ITEMS FOR SPACEFLIGHT USE

All markings on shipping containers shall be clearly legible from a distance of 36 inches, may be applied by stencil, rubber stamp or lacquer over coated gummed label. Identical requirements shall be imposed on all sub-tier Contractors.

All markings for spaceflight items shall be blue in color. All shipping containers, shipping documents, and purchasing documents for such items shall be marked as follows: ITEMS FOR SPACEFLIGHT USE.

A NASA Critical Space Item Label shall be prominently displayed on the exterior of all Class I, Class II, and Class III interim packages and exterior shipping containers to alert all shipping and handling personnel to the criticality of the item in accordance with paragraph 303 of NHB 6000.1 “Requirements for Packaging, Handling, and Transportation”.

The contractor’s packaging specifications or procedures may be utilized if they are (i) not in conflict with cited NASA specifications and (ii) approved in writing by the contracting officer, or Contracting Officer’s Representative (COR). In any conflict between NASA and contractor specifications or procedures, the NASA documents cited in this BPA shall take precedence.

Delivery Tickets: Requirements for all shipments under the BPA shall be accompanied by delivery tickets or sale slips that contain the following minimum information:

ARTICLE 12 - DELIVERIES (BPA)

To the maximum extent practical, all Calls placed under this BPA will be shipped complete. All deliveries shall be made within the schedule agreed upon at time the Call is placed. Provide Material Traceable Records (MTR’s) when required. Obtain heat treatment services or certification for purchased materials when requested. Provide Ultrasonic Testing (UT) services or certifications for purchased metal when requested. At times, testing may be required to be performed to NASA specifications. These specifications will be provided in the individual RFQ’s.

ARTICLE 13 - INVOICE PROCEDURES

Delivery/Task Order Invoices:

The Contractor shall submit an original invoice (or electronic invoice, if authorized) to the address designated in the BPA to receive invoices. An invoice must include -

Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment. Contractors are encouraged to assign an identification number to each invoice.

Submit all invoices to:

An itemized invoice shall be submitted at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. These invoices need not be supported by copies of delivery tickets.

ARTICLE 14 – REQUESTS FOR QUOTATION

Requests for quotation will be made in writing only. Response time will be specified in each Request.

ARTICLE 15 - NOTIFICATION OF DELAY IN DELIVERY SCHEDULE

The Contractor shall notify the Contracting Officer one day after receipt of a Call, if for some valid reason, the cited delivery schedule cannot be met. Additionally, if in the performance of a Call, the Contractor finds that it cannot deliver as required, the Contractor shall promptly notify the Contracting Officer by letter or email, and shall indicate when delivery will be accomplished. If the Government grants an extension to the delivery schedule, the Government will require consideration adequate to affect the change. Items considered “critical” will be treated in accordance with this Article and Article 8 - CRITICAL ITEMS. As with those items designated as critical, repeated failure to deliver non-critical items may result in exclusion of the Contractor from proposing on future work under this BPA.

ARTICLE 16 - INSPECTION AND ACCEPTANCE

Final inspection and acceptance by the Government Technical Representative stated on the Call, or by other individuals designated in writing by the Contracting Officer may be made at the Contractor’s facility or NASA GRC at the Government’s discretion.

Acceptance shall be deemed to have occurred constructively - for the sole purpose of computing any interest penalty that might be due the Contractor under the Prompt Payment Act -- on the 30th day after the Contractor had delivered the supplies in accordance with the terms and conditions of the BPA, unless there is a disagreement over quality or quantity. In the event that actual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be on the date of actual acceptance.

In the event that an unacceptable product is delivered to the government, the contractor is responsible for the delivery of a product deemed acceptable by the government at the contractor’s own expense.

ARTICLE 17 - GOVERNMENT FURNISHED PROPERTY

The Government shall have the right, in accordance with FAR 52.245-1, Government Property (AUG 2010), to furnish such material for an Individual Call which in its sole discretion, it may deem to be in the interest of the Government. Any such material will be specified in Individual Calls.

ARTICLE 18 - NOTICE OF DISCONTINUANCE OF BPA

This BPA provides for the unilateral discontinuance of this BPA upon 30 days written notice by either party.

ARTICLE 19 - CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998).

1. The following clauses are hereby incorporated in this BPA by reference with the same force and affect as set forth in full. Upon request, the Contracting Officer will make their full text available.

CLAUSE TITLE DATE

FAR:

NASA/FAR Supplement Clauses

CLAUSE TITLE DATE

1852.215-84 Ombudsman NOV 2011

1. NASA Glenn Research Center Clauses

52.212-5 - Contract Terms and Conditions Required to Implement Statutes or Executive Orders -- Commercial Items (MAR 2016)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] _X__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

_X__ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved] _X__ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

_X__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

_X__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

_X__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

___ (10) [Reserved] ___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved] _X__ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

_X__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637 (d)(4)).

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (Oct 2015) of 52.219-9.

___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

_X_(19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

_X__ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X__ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X__ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2016) (E.O. 13126).

_X__ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X__ (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

_X__ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

_X__ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X__ (31) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

___ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

___ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

___ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514 ___ (ii) Alternate I (Oct 2015) of 52.223-13.

___ (37) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-14.

_X__ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (39) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-16.

___ (ii) Alternate I (May 2014) of 52.225-3.

___ (iii) Alternate II (May 2014) of 52.225-3.

___ (iv) Alternate III (May 2014) of 52.225-3.

_X__ (43) 52.225-5, Trade Agreements (Feb 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X__ (50) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C. 3332).

_X__ (51) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (54) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] ___ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495) ___ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C.206 and 41 U.S.C. chapter 67).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

___ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792).

___ (10) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(v) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

(ix) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(x) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter 67).

(xi) ____ (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

___ (B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)

(xiii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

(xvi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xviii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause) Alternate I (Feb 2000). As prescribed in 12.301(b)(4)(i), delete paragraph (d) from the basic clause, redesignate paragraph (e) as paragraph (d), and revise the reference to “paragraphs (a), (b), (c), or (d) of this clause” in the redesignated paragraph (d) to read “paragraphs (a), (b), and (c) of this clause”.

Alternate II (Oct 2015). As prescribed in 12.301(b)(4)(ii), substitute the following paragraphs (d)(1) and (e)(1) for paragraphs (d)(1) and (e)(1) of the basic clause as follows:

(d)(1) The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8G of the Inspector General Act of 1978 (5 U.S.C. App.), or an authorized representative of either of the foregoing officials shall have access to and right to—

(i) Examine any of the Contractor’s or any subcontractors’ records that pertain to, and involve transactions relating to, this contract; and

(ii) Interview any officer or employee regarding such transactions.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), and (c), of this clause, the Contractor is not required to flow down any FAR clause in a subcontract for commercial items, other than—

(i) Paragraph (d) of this clause. This paragraph flows down to all subcontracts, except the authority of the Inspector General under paragraph (d)(1)(ii) does not flow down; and

(ii) Those clauses listed in this paragraph (e)(1). Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(A) 52.203–13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(B) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5).

(C) 52.219–8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(D) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(E) 52.222–26, Equal Opportunity (Apr 2015) (E.O. 11246).

(F) 52.222–35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(G) 52.222–36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(H) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(I) 52.222–41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

(J) ____ (1) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

___ (2) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

(K) 52.222–51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).

(L) 52.222–53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

(M) 52.222–54, Employment Eligibility Verification (Oct 2015) (Executive Order 12989).

(N) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E. O. 13658).

(O) 52.226–6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226–6.

(P) 52.247–64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247–64.

ARTICLE 19 - QUALITY REQUIREMENTS FOR BLANKET PURCHASE AGREEMENTS

1. Quality System

1.1 The Contractor shall establish and implement a quality system to ensure that product conforms to specified requirements.

1.2 The Contractor shall document how the quality requirements will be met.

2.2 The Contractor shall maintain quality records of acceptable Contractors.

3. Process Control

3.1 The Contractor shall plan and follow processes which directly affect quality.

a. Provide process and material certifications,

b. Comply with all required specifications,

c. Meet criteria for workmanship,

d. Monitor, control and maintain process parameters to ensure that product characteristics fall within required specifications and/or tolerances.

4. Inspection

4.1 The contractor shall establish and follow documented procedures for inspection activities to verify that the product requirements are met.

4.1.1 The non-destructive (NDE) operator, whether internal or subcontractor, shall:

a) Be certified in accordance with MIL-STD-410 or ANSNT-TC1A for standard level dye penetrant inspection,

b) Be certified by NASA personnel for special level dye penetrant inspection, and

c) follow specified industry standards and/or NASA requirements for all other NDE.

4.1.2 The contractor shall provide discrepancy reports which identify, for each discrepancy, the required and actual dimensions.

4.1.3 The contractor shall provide 100% dimensional inspection reports, upon request of the government, documenting each required and actual dimension.

4.2 Control of the inspection Equipment

4.2.1 The contractor shall identify all inspection equipment that can affect product quality, and calibrate them at prescribed intervals, or prior to use, against certified equipment having a known valid relationship to internationally or nationally recognized standards.

4.2.2 The contractor shall identify inspection equipment with a suitable indicator or identification record to show the calibration records for inspection.

4.2.3 The contractor shall maintain calibration records for inspection.

5. Control of Nonconforming Product

5.1 The Contractor shall establish and follow documented procedures to ensure that product that does not conform to specified requirements is prevented from unintended use. This control shall provide for identification, documentation, evaluation, segregation, and disposition of nonconforming product, and for notification to the functions concerned.

5.2 Nonconforming product may be:

a) reworked to meet requirements,

b) accepted with or without repair by concession,

c) reclassified for alternate application, or

d) rejected and scrapped.

5.3 Repaired or reworded product shall be re-inspected to ensure that it meets requirements.

6. Handling and Storage

6.1 The Contractor shall provide methods of handling product that prevent damage or deterioration during manufacture, storage and delivery, and shall document the status and pedigree of each product, whether raw material for fabricated hardware.

7. Quality Records and Audits

7.1 The Contractor shall establish and follow documented procedures for collecting and maintaining quality records and processes. This includes performing internal audits to ensure adherence to and effectiveness of the quality system.

AS9100 TERMS AND CONDITIONS

1. The contractor shall provide notification to the Government of any nonconforming supplies prior to the delivery of the supplies in accordance with the terms of this contract. The Government has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

1. The contractor shall provide notification to the Government prior to making any changes in its supplies and/or process definitions as specified in the Statement of Work/Specifications for this contract. If such changes result in a nonconforming supply that is a deliverable under this contract, the requirements of paragraph 1, above, shall apply.

1. The Contractor shall prepare records evidencing all inspections made to the deliverables under this contract and the outcome of such inspections. Documentation created or received by all suppliers/contractors in the process of performing work for NASA are considered official NASA records and shall be accounted for, maintained, safeguarded, preserved and disposed of in accordance with NPR 1441.1. Long-term and permanent records (defined in NPR 1441.1) are turned over to NASA for appropriate archival/storage at the end of the contract. Corporate records of a contractor’s intracompany operations are considered as private business and are exempt from this requirement. The Government, including any applicable customers to the specific program or project related to work being performed under this agreement, and other regulatory authorities (e.g. FAA), have the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government will perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract. The Government may perform inspection or test on the premises of the Contractor or a subcontractor. The Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the Contractor’s or subcontractor’s premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

1. The contractor shall include the applicable requirements as contained in the Statement of Work/Specifications and the requirements of this clause in all subcontracts.