Enclosure B - Model Contract.pdf

NNH16ZCQ001K-CIS Appendix Q

Enclosure B – Model Contract

Instructions for the Model Contract

NASA anticipates that a fixed price contract is the most likely outcome resulting from the NextSTep-2 Broad Agency Announcement NNH16ZCQ001K-CIS Appendix Q: Lunar User Terminals and Network Orchestration and Management System Solicitation. A Model Contract is attached below in order to accelerate the negotiation process and therefore lead to an earlier start to potential studies. Provide written explanations for additions, deletions, or modifications to the Model Contract with the Model Contract. This will help both NASA and the Proposer focus on the changes during negotiations with the awardees.

All sections designated with the text [OFI] represent “Offeror Fill-Ins”. Offerors should fill in [OFI]’s and submit as part of the model contract with proposal submittal. Additionally, sections designated with the text [TBD] stand for “To Be Determined”. Offerors should not fill in [TBD]’s. The Government will update these after contract award.

Proposers should comply with Federal Acquisition Regulation (FAR) provisions 52.204-7 System for Award Management, 52.204-8 Annual Representations and Certifications, 52.209-7 Information Regarding Responsibility Matters to facilitate this process and completion of Standard Form 33 “Solicitation, Offer and Award” prescribed by GSA - FAR (48 CFR) 53.214 (c).

This instruction page shall be removed from the contract when submitted with the proposal.

A-1

CIS Capability Studies III: Lunar User Terminals and Network Orchestration and Management System

[OFI – Company/Entity Name] [Contract Number-TBD]

[Date TBD]

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B-1

LISTING OF CLAUSES 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 following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

None incorporated.

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

Clause in full text:

1852.216-78 FIRM FIXED PRICE. (DEC 1988)

The total firm fixed price of this contract is $ [OFI].

(End of clause)

III. GODDARD SPACE FLIGHT CENTER LOCAL CLAUSES:

Clauses in full text:

GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO BE PROVIDED. (APR 2023)

The Contractor shall provide all resources (except as may be expressly stated in the necessary to deliver and/or perform the items below in accordance with the Statement of Work (SOW)), incorporated as Attachment A.

Item Description Reference Schedule

Delivery

Method/Addresses

1 Services and Deliverables in accordance with Attachment A, Statement of Work

(SOW)

As Defined in Attachment A, SOW

As Defined in Attachment A, SOW

As Defined in Attachment A, SOW

2 Reports of Work Section C

GSFC 52.235-91

As Required in Clause GSFC 52.235-91

As specified in Clause

B-2

Section H

NFS 1852.235-73

NFS 1852.235-74

3 Reporting of Inventions Section G

NFS 1852.227-72

NFS 1852.227-70

Section I

FAR 52.227-11

Final Report within

1 Month after

Contract Completion

Electronic or Hard Copy Format/New Technology

Representative or Patent Representative

4 Equal Opportunity Reports

Section I

FAR 52.222-26

As Specified by

FAR 52.222-26

Electronic Format/CO & Code

NOTE: Unless otherwise specified, “day” means “calendar day”.

GSFC 52.232-99 DELIVERY PAYMENT SCHEDULE (FIXED PRICE). (SEP 2019)

(a) Subject to other limitations and conditions specified in this contract, delivery payments shall be made to the Contractor upon delivery and acceptance of the items described under paragraph (b) Contractor is authorized to invoice at the unit price indicated and up to the quantity stated.

(b) The following payment schedule shall be used:

Item No. Description Unit Qty Unit

Price Total

Amount

1 Kickoff Meeting 1 1 10% $[OFI]

2 System Design Concept, [OFI] – (60 days after award)

1 1 30% $[OFI]

3 Technical Design Concept Demonstration [OFI] – ( Within 6 months of Contract award)

1 1 50% $[OFI]

4 Final Report (1 month after contract end) 1 1 10% $[OFI]

(c) The Contractor may submit requests for payment not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all delivery - payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled.

B-3

(d) The Contractor shall not be entitled to payment of a request for delivery payment prior to successful accomplishment and acceptance of the item by the Government. The Contracting Officer shall determine whether the item for which payment is requested has been successfully accomplished and accepted by the Government in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the acceptable performance of the services provided or supplies delivered

(End of Section B)

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1

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 following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

None incorporated.

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

None incorporated.

III. GODDARD SPACE FLIGHT CENTER LOCAL CLAUSES:

Clauses in full text:

GSFC 52.211-91 SCOPE OF WORK. (FEB 2016)

The Contractor shall provide the personnel, materials, and facilities, except as otherwise specified in this, necessary to perform the work and to furnish the items specified in the clause at GSFC 52.211-90, Supplies and/or Services To Be Provided, of this contract in accordance with Attachment A, Statement of Work – [OFI - Title].

GSFC 52.227-90 LIMITED RIGHTS DATA OR RESTRICTED COMPUTER

SOFTWARE. (MAR 2008)

In accordance with the delivery requirements of this contract, all software data rights shall be delivered in accordance with the Rights in Data – General clause, specified elsewhere in this contract, except for the following: NONE

GSFC 52.235-91 REPORTS OF WORK (MAR 2022)

(a) Monthly progress reports. The Contractor shall submit monthly progress reports of all work accomplished during each month of contract performance. Reports shall address the accomplishments and progress of all work performed the month being reported. The report shall be in narrative form and brief in content. The report shall include a description of technical accomplishments and status of deliverables and provide a quantitative description

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-2 of overall progress and identify any risks or problems, which may impede performance and proposed corrective actions. In Addition, shall have a discussion of the projected work activities to be performed during the next monthly reporting period.

(b) Final Report. The Contractor shall submit a final report that summarizes the results of the entire contract, including recommendations and conclusions based on the experience and results obtained. The final report should include, as appropriate, tables, graphs, diagrams, curves, sketches, photographs, and drawings in sufficient detail to comprehensively explain the results achieved under the contract

(c) Submission. The Contractor shall submit the reports required by this clause as follows:

Copies Report Type Addressee Mail Code

1 M, F Contracting Officer (CO) 176.1

1 M, F Contracting Officer's Representative (COR) TBD

[M=Monthly Report, F=Final Report]

(d) Submission dates. Monthly reports shall be submitted by the 15th day of the month following the month being reported. If the contract is awarded beyond the middle of a month, the first monthly report shall cover the period from award until the end of the following month. The final report shall be submitted within 30 days after completion the Period of Performance of the contract.

(End of Section C)

Encloser B – Model Contract

SECTION D - PACKAGING AND MARKING

D-1

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 following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

None incorporated.

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

Clause incorporated by reference:

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

None incorporated.

(End of Section D)

SECTION E - INSPECTION AND ACCEPTANCE

E-1

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 following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

Clause incorporated by reference:

52.246-9 INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM). (APR

1984)

II. NASA FEDERAL FAR SUPPLEMENT (48 CFR CHAPTER 1):

III. GODDARD SPACE FLIGHT CENTER LOCAL CLAUSES:

Clauses in full text:

GSFC 52.246-93 ACCEPTANCE -- LOCATION(S). (APR 2022)

The Contracting Officer or authorized representative will accomplish acceptance at the following location(s):

Deliverable Items Section B, Clause 52.211-90

Location Authorized Representative

1 Goddard Space Flight Center

Contracting Officer’s Representative

2 Goddard Space Flight Center

Contracting Officer’s Representative

3 Goddard Space Flight Center Contracting Officer

4 Goddard Space Flight Center Contracting Officer

SECTION E - INSPECTION AND ACCEPTANCE

E-2

The Contracting Officer reserves the right to designate other Government agents as authorized representatives. The Contractor will be notified by a written notice or by a copy of the delegation letter if other agents are authorized.

If this is a fixed-price type contract, acceptance shall be deemed to have occurred constructively- -for the sole purpose of computing an interest penalty that might be due the Contractor under the Prompt Payment Act—on the 7th day after the Contractor has delivered the supplies or services in accordance with the terms and conditions of the contract. In the event that actual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be based on the date of the actual acceptance.

(End of Section E)

SECTION F - DELIVERIES OR PERFORMANCE

F-1

LISTING OF 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.

NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

Clauses incorporated by reference:

52.242-15 STOP-WORK ORDER. (AUG 1989)

(End of by reference clauses)

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

III. GODDARD SPACE FLIGHT CENTER LOCAL CLAUSES

Clauses in full text:

GSFC 52.217-92 PERIOD OF PERFORMANCE (JAN 2014)

The period of performance of this contract shall be for a period of 6 months from the contract effective date of TBD.

(End of clause)

GSFC 52.237-92 PLACE OF PERFORMANCE – SERVICES (NOV 2013)

The services to be performed under this contact shall be performed at the following location(s):

[OFI].

GSFC 52.247-94 SHIPPING INSTRUCTIONS--CENTRAL RECEIVING. (FEB 2016)

Shipments of the items required under this contract shall be to:

Receiving Officer Goddard Space Flight Center Building 35, Code 279

SECTION F - DELIVERIES OR PERFORMANCE

F-2

Greenbelt, Maryland 20771

Marked for:

Technical Officer: (TBD), Code TBD

Building: TBD

Room: TBD

Contract No.: TBD

Item(s) No.: TBD

Compliance with this clause is necessary to assure verification of delivery and acceptance and prompt payment.

If this is a fixed price type contract, delivery--for purposes of the Prompt Payment Act--must be through the above shipping address unless another location has been authorized by the Contracting Officer. If delivery is made to other than the Receiving Officer listed above and shipment to that other location has not been authorized by the Contracting Officer, a delivery for the purposes of the Prompt Payment Act has not occurred and no interest penalty under the Act shall result. Shipment to other than Receiving Officer listed above will be construed as contract noncompliance.

(End of Section F)

SECTION G - CONTRACT ADMINISTRATION DATA

G-1

LISTING OF 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.

NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

None incorporated.

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

Clauses incorporated by reference:

1852.227-70 NEW TECHNOLOGY - OTHER THAN A SMALL BUSINESS FIRM OR

NONPROFIT ORGANIZATION. (APR 2015)

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT

REPRESENTATIVE. (APR 2015)

1852.232-80 SUBMISSION OF VOUCHERS FOR PAYMENT. (APR 2018)

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

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

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

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

G-2

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

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

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

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract's terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally-billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice 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-3

(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.

(End of Section G)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1

LISTING OF 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.

NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

None incorporated.

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)

Clauses incorporated by reference:

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS – ALTERNATE II. (DEC

2005)

1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002)

1852.225-70 EXPORT LICENSES. (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

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

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

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

H-2

1852.235-71 KEY PERSONNEL AND FACILITIES. (MAR 1989)

(a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

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

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

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

[OFI – List here the personnel and/or facilities considered essential]

1852.235-74 ADDITIONAL REPORTS OF WORK - RESEARCH AND

DEVELOPMENT. (FEB 2003)

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

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

(b) Quarterly progress reports. Not Applicable

(c) Submission dates. Monthly shall be submitted by the 15th day of the month following the month being reported. If the contract is awarded beyond the middle of the month, the monthly report shall cover the period from award until the end of the following month.

The final report shall be submitted within 30 days after the completion of the Contract Period of Performance.

(End of clause)

III. GODDARD SPACE FLIGHT CENTER LOCAL CLAUSES:

Clauses in full text:

GSFC 52.227-93 APPLICABILITY OF RIGHTS IN DATA - SPECIAL WORKS. (MAR

2008)

H-3

The "Rights in Data - Special Works" clause of this contract applies to the following aspects (or items):

Any data requested by the Government for any legitimate Government use.

GSFC 52.227-99 RIGHTS IN DATA. (NOV 2018)

The default Data Rights clause under this contract is FAR 52.227-14 RIGHTS IN DATA- GENERAL—Alternate II and Alternate III as modified by NASA FAR Supplement 1852.227-14 and GSFC 52.227-90. Any exceptions to this clause will be covered by FAR 52.227-17 RIGHTS IN DATA--SPECIAL WORKS, if applicable, and GSFC 52.227-93.

IDENTIFICATION AND REPRESENTATION OF DATA WITH RESTRICTIVE OR

LIMITING MARKINGS

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

(b) Consistent with FAR 52.227-15(b), Limited Rights Data, Restricted Computer Software, and other data with authorized restrictive or limiting markings to be delivered in performance of this contract will be identified and listed pursuant to this clause. The Contractor shall not deliver any data in performance of this contract with restrictive or limiting markings unless the data are listed herein or later identified and certified by the Contractor that such data qualify as Limited Rights Data, Restricted Computer Software, or other data with authorized or restrictive markings in accordance with the terms of their respective definitions in FAR 52.227-14(a) of this contract, as specified in paragraph (c) or

(d) of this clause.

(c) Pre-Award Identification.

(Start of Identification and Representation)

The Contractor represents it has accurately identified, through recorded information, the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software, and hereby certifies that the data related thereto and identified below qualify for restriction as Limited Rights Data or Restricted Computer Software in accordance with the terms of the respective definitions in FAR 52.227-14 of this contract:

Technical Data* or Computer Software** to be Furnished with Restrictions

Basis for Representation***

Represented Rights Category****

Name of Person Representing Restrictions*****

H-4

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

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

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

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

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

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

Date _______________________________ Printed Name and Title _______________________________ Signature _______________________________

(End of Identification and Representation)

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

(Start of Identification and Representation) Identification and Representation of Data with Restrictive or Limiting Markings The Contractor asserts additional data not previously identified pursuant to the

IDENTIFICATION AND REPRESENTATION OF DATA WITH RESTRICTIVE OR

LIMITING MARKINGS clause of this contract and required to fulfill the data delivery requirements qualify as limited rights data, or restricted computer software, or other authorized restrictive marking. The Contractor represents it has accurately identified, through recorded

H-5 information, the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software. Furthermore, the Contractor represents it has verified such recorded information and hereby certifies that the data identified below qualify for restriction as limited rights data or restricted computer software in accordance with their respective definitions in FAR 52.227-14 of this contract:

Technical Data* or Computer Software** to be Furnished with Restrictions

Basis for Representation***

Represented Rights Category****

Name of Person Representing Restrictions*****

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

Contractor Fill-in

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

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

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

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

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

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

Date _________________________ Printed Name and Title _________________________ Signature _________________________

(End of Identification and Representation)

(e) If requested by the Contracting Officer, the Contractor shall provide sufficient recorded information to justify the validity of the restriction asserted to the limited rights data or restricted computer software identified in this clause. Such written justification shall include historical documentary evidence that clearly identifies the stages of technical development and the source of funds at a lowest segregable level pertaining to an item, component, process, or computer software. Conclusory statements without supporting

H-6 historical documentary evidence shall constitute a failure to provide written justification to substantiate the propriety of the markings. Costs and expenses associated with providing sufficient recorded information to justify the validity of the restriction asserted to the limited rights data or restricted computer software are unallowable costs under this contract. The Contractor shall substantiate its asserted restriction limited rights data or restricted computer software assertions at its own expense.

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

(g) Subcontracting. If applicable, the Contractor shall obtain from its subcontractors sufficient recorded information to justify the validity of the restriction asserted to the limited rights data or restricted computer software identified in this clause necessary to fulfill the Contractor’s obligation in paragraph (e) of this clause. If a subcontractor refuses to accept terms affording the Contractor to provide such sufficient recorded information to the Contracting Officer, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(End of Section H)

SECTION I – CONTRACT CLAUSES

I-1

LISTING OF 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.

NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

Clauses incorporated by reference:

52.202-1 DEFINITIONS. (JUN 2020)

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 (JUN

2020)

52.203-7 ANTI-KICKBACK PROCEDURES. (JUN 2020)

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)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS. (JUN 2020)

52.203-17 CONTRACTOR EMPLOYEE WHISTLERBLOWER RIGHTS (NOV 2023)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS. (JAN 2017)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS. (JUN 2020)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE. (AUG

2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS. (DEC 2014)

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB COVERED ENTITIES.

(DEC 2023)

I-2

52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT.

(NOV 2021)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS. (NOV 2015)

52.215-2 AUDIT AND RECORDS - NEGOTIATION. (JUN 2020)

52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT. (OCT 1997)

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA

OTHER THAN CERTIFIED COST OR PRICING DATA - MODIFICATIONS. (NOV 2021)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS. (FEB 2024)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION. (FEB

2024)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES. (FEB 1997)

52.222-3 CONVICT LABOR. (JUN 2003)

52.222-21 PROHIBITION OF SEGREGATED FACILITIES. (APR 2015)

52.222-26 EQUAL OPPORTUNITY. (SEP 2016)

52.222-37 EMPLOYMENT REPORTS ON VETERANS. (JUN 2020)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR

RELATIONS ACT. (DEC 2010)

52.222-50 COMBATING TRAFFICKING IN PERSONS. (NOV 2021)

52.223-6 RESERVED

52.223-18 RESERVED

52.225-1 BUY AMERICAN - SUPPLIES. (OCT 2022)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. (FEB 2021)

52.227-1 AUTHORIZATION AND CONSENT – ALTERNATE I (JUN 2020)

52.227-11 PATENT RIGHTS - OWNERSHIP BY THE CONTRACTOR. (MAY 2014) AS

MODIFIED BY NFS 1852.227-11 (APR 2015)

52.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)

52.227-17 RIGHTS IN DATA - SPECIAL WORKS. (DEC 2007)

52.229-3 FEDERAL, STATE, AND LOCAL TAXES. (FEB 2013)

52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT

CONTRACTS. (APR 1984)

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52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS. (APR 1984)

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. (JAN 2017)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD

MANAGEMENT. (OCT 2018)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (JUN 2013)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS. (MAR 2023)

52.233-1 DISPUTES. (MAY 2014)

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 – ALTERNATIVE V (APR 1984)

52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES. (FEB 2024)

52.246-23 LIMITATION OF LIABILITY. (FEB 1997)

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE).

(APR 2012)

52.249-9 DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT). (APR 1984)

52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

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52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT. (NOV 2021)

(a) Definitions. As used in this clause –

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

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

Covered telecommunications equipment or services means –

(1) Telecommunications equipment produced by Huawei Technologies Company or

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

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

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

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means –

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

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

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

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

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

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(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

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

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

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

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

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies

I-6 to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(3) Exceptions. This clause does not prohibit contractors from providing –

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

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

(4) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(i) The Contractor shall report the following information pursuant to paragraph

(4)(1) of this clause:

(A) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable;

supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand;

model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(B) Within 10 business days of submitting the information in paragraph (4)(1): Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

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

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)

(a) Definitions. As used in this clause—

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

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

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

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60–741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

https://www.ecfr.gov/current/title-41/section-60-300.5#p-60-300.5(a) https://www.ecfr.gov/current/title-41/section-60-741.5#p-60-741.5(a)

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52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

Except for data contained on pages [OFI], it is agreed that as a condition of award of this contract, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights (as defined in the Rights in Data - General clause contained in this contract) in and to the technical data contained in the proposal dated [OFI], upon which this contract is based.

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2020)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR

Chapter 1) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the date of the clause.

(b) The use in this solicitation or contract of any NASA FAR Supplement (48 CFR Chapter

18) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulat

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18):

Clauses incorporated by reference:

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS.

(JUL 2023)

1852.215-84 OMBUDSMAN. (NOV 2023)

https://www.acquisition.gov/browse/index/far https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

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1852.225-71 (DEVIATION) RETRICTION ON FUNDING ACTIVITY WIT CHINA (FEB

2012)

1852.235-70 CENTER FOR AEROSPACE INFORMATION. (DEC 2006)

1852.237-72 ACCESS TO SENSITIVE INFORMATION. (JUN 2005)

1852.237-73 RELEASE OF SENSITIVE INFORMATION. (JUN 2005)

(End of by reference clauses).

III. GODDARD SPACE FLIGHT CENTER LOCAL CLAUSES:

Clauses in full text.

GSFC 52.227-14 GSFC Modification to FAR 52.227-14 Rights In Data-General— ALTERNATE II AND ALTERNATE III as modified by NASA FAR Supplement

1852.227-14 – (APR 2015)

(a) Definitions. As used in this clause—

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

“Computer software”—

(1) Means

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

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

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

“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating…