Updated_Section_H_(8-3-2016).pdf

RFP NNJ16556087R

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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. Upon request, the

Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at the following addresses:

https://www.acquisition.gov/?q=browsefar http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

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

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

H.2 52.236-13 ACCIDENT PREVENTION (NOV 1991)

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

H.3 1852.208-81 RESTRICTIONS ON PRINTING AND DUPLICATING. (NOV

2004)

H.4 1852.223-70 SAFETY AND HEALTH. (DEC 2015)

H.5 1852.223-76 FEDERAL AUTO STATISTICAL TOOL (FAST) REPORTING(JUL

2003)

H.6 1852.228-71 AIRCRAFT FLIGHT RISKS. (DEC 1988)

H.7 1852.242-72 DENIED ACCESS TO NASA FACILITIES (OCT 2015)

H.8 1852.247-71 PROTECTION OF THE FLORIDA MANATEE. (JUL 2015)

(End of Clauses Incorporated by Reference) https://www.acquisition.gov/?q=browsefar http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

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H.9 1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY(FEB 2002).

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness, damage to or loss of equipment or property, or damage to the environment. Safety is essential to NASA and is a material part of this contract. NASA’s safety priority is to protect: (1) the public; (2) astronauts and pilots; (3) the NASA workforce (including contractor employees working on NASA contracts); and (4) high-value equipment and property. A major breach of safety may constitute a breach of contract that entitles the Government to exercise any of its rights and remedies applicable to material parts of this contract, including termination for default. A major breach of safety must be related directly to the work on the contract. A major breach of safety is an act or omission of the Contractor that consists of an accident, incident, or exposure resulting in a fatality or mission failure; or in damage to equipment or property equal to or greater than $1 million; or in any "willful" or "repeat" violation cited by the Occupational

Safety and Health Administration (OSHA) or by a state agency operating under an OSHA approved plan.

(b) Security is the condition of safeguarding against espionage, sabotage, crime (including computer crime), or attack. A major breach of security may constitute a breach of contract that entitles the Government to exercise any of its rights and remedies applicable to material parts of this contract, including termination for default. A major breach of security may occur on or off Government installations, but must be related directly to the work on the contract. A major breach of security is an act or omission by the Contractor that results in compromise of classified information, illegal technology transfer, workplace violence resulting in criminal conviction, sabotage, compromise or denial of information technology services, equipment or property damage from vandalism greater than $250,000, or theft greater than $250,000.

(c) In the event of a major breach of safety or security, the Contractor shall report the breach to the Contracting Officer. If directed by the Contracting Officer, the Contractor shall conduct its own investigation and report the results to the Government. The Contractor shall cooperate with the Government investigation, if conducted.

(End of clause)

H.10 1852.225-70 EXPORT LICENSES. (FEB 2000)

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

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

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

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at JSC or LaRC, 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.

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

H.11 1852.228-75 MINIMUM INSURANCE COVERAGE.(JSC&LaRC) (OCT 1988)

The Contractor shall obtain and maintain insurance coverage as follows for the performance of this contract:

(a) Worker's compensation and employer's liability insurance as required by applicable Federal and state workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with the

Contractor's commercial operations that it would not be practical. The employer's liability coverage shall be at least $100,000, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers.

(b) Comprehensive general (bodily injury) liability insurance of at least $500,000 per occurrence.

(c) Motor vehicle liability insurance written on the comprehensive form of policy which provides for bodily injury and property damage liability covering the operation of all motor vehicles used in connection with performing the contract. Policies covering motor vehicles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury liability and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims.

(d) Comprehensive general and motor vehicle liability policies shall contain a provision worded as follows:

"The insurance company waives any right of subrogation against the United States of America which may arise by reason of any payment under the policy."

(e) When aircraft are used in connection with performing the contract, aircraft public and passenger liability insurance of at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage.

Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.

(f) Insurance for emergency medical services and evacuation. See NFS 1852.242-78.

H.12 1852.235-71 KEY PERSONNEL AND FACILITIES. (MAR 1989)

(a) The personnel in the positions or managing the functional areas listed below 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

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(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 personnel in the positions or managing the functional areas listed below 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.

Position/Functional Area Personnel

Executive Manager OFI

Contract Manager **

Production Manager **

Production Controller **

Logistics Manager **

Engineering Team Lead **

Quality Team Lead **

El Paso Forward Operating Location Supervisor **

Maintenance Control Coordinator Lead

Team Lead, First Line Supervisor (Guppy – El Paso) **

Team Lead, First Line Supervisor (Gulfstream) **

Team Lead, First Line Supervisor (T-38) **

Team Lead, First Line Supervisor (WB-57) **

Management Analyst (Project Support) **

The contractor shall fill in data for the Executive Manager upon submission of proposal. The remaining positions will be filled in during phase-in.

** Will be completed and filled in during Phase-in.

H.13 52.223-93 ENVIRONMENTAL AND ENERGY CONSERVATION

REQUIREMENTS (Feb 2011) (JSC Procurement Instruction)

(a) The Contractor shall ensure that all work performed and equipment used to fulfill the requirements of this contract are in compliance with all Federal, state, and local regulations and public laws, and the following NASA JSC directives: JPD 8500.1, JSC Environmental

Excellence Policy; JPR 8550.1, JSC Environmental Compliance Procedural

Requirements; JPR 8553.1, JSC Environmental Management System Manual; JWI 8553.1, EMS Aspect/Impact Assessment and EMP Process; NPR 8570.1, Energy Efficiency and

Water Conservation; and JWI 8570.1, Energy Conservation. The Contractor shall provide data on affirmative procurement, waste reduction activity, energy efficient product procurement, and ozone depleting substances in accordance with DRD [insert number], Environmental and

Energy Consuming Product Compliance Reports.

(b) The Government remains the owner and operator of record for all environmental activities

H-5 conducted at NASA owned properties unless otherwise documented in asigned agreement between NASA and the Contractor. The Contractor is advised that activities performed at JSC and associated facilities are subject to Federal, state and local regulatory agency inspections to review compliance with environmental laws and regulations. For on-site issues, JSC's

Environmental Office will be the single point of contact with Federal and state regulatory agencies and their representatives unless otherwise directed by the Contracting Officer or the

Environmental Office. The Contractor shall immediately notify the JSC Environmental Office when contacted by external regulatory agency representatives and shall cooperate fully. The

Contractor shall complete, maintain, and make available to the Contracting Officer, JSC

Environmental Office, JSC Energy Manager, or regulatory agency personnel all documentation relating to environmental compliance matters under applicable laws. The

Contractor shall immediately notify the JSC Environmental Office upon issuance of a Notice of Violation or noncompliance to the Contractor.

(c) Should a Notice of Violation, Notice of Noncompliance, Notice of Deficiency, or similar regulatory agency notice be issued to the Government as a facility owner/operator on account of the actions or inactions of the Contractor or one of its subcontractors in the performance of work under this contract, the Contractor shall fully cooperate with the Government in correcting any problems and defending against regulatory assessment of any civil fines or penalties arising out of such actions or inactions.

H.14 RESERVED

H.15 ADMINISTRATIVE LEAVE (JSC PROCUREMENT INSTRUCTION 52.242-94)

(SEP 2008)

(a) When the NASA installation grants administrative leave to its Government employees (e.g., as a result of inclement weather, potentially hazardous conditions, or other special circumstances), the following personnel should also be dismissed upon notification of a center closure provided by the Contracting Officer:

Contractor personnel working on-site; and Contractor personnel dedicated to the contract effort who are working off-site within 10 miles of JSC; and unable to perform their NASA contract duties at their off-site location because their normal place of business has been or is expected to be negatively impacted by an emergency situation (e.g. has sustained damage, has been evacuated, etc.).

However, the Contractor shall provide sufficient on-site personnel to perform round-the-clock requirements of critical work already in process, unless otherwise instructed by the

Contracting Officer or authorized representative.

(b) Administrative leave granted under this clause shall be subject to modification or termination by the Contracting Officer and in all instances shall be subject to the availability of funds.

The cost of salaries and wages to the Contractor for the period of any such excused absence shall be a reimbursable item of cost under this contract for effected employees in accordance with the Contractor's established accounting policy.

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If a labor hour-based contract, administrative leave granted under this clause shall be accounted for consistent with productive hours under this contract for employees in accordance with the Contractor's established accounting policy.

For fixed price contracts based on other than labor hours for deliverables, the Contracting

Officer and Contractor shall as a precondition to any reimbursement negotiate an advanced agreement to determine the appropriate method in which to grant administrative leave under this clause.

All invoices requesting payment under this clause shall be marked as “Administrative Leave in accordance with 52.242-94, Administrative Leave.” All such invoices paid will be subject to review, audit, and revision when routine operations re-commence.

(c) The Contractor shall include this clause in all services subcontracts that include personnel in the categories described in (a) above.

H.16 1852.228-76 CROSS-WAIVER OF LIABILITY FOR INTERNATIONAL SPACE

STATION ACTIVITIES (OCT 2012)

(a) The Intergovernmental Agreement Among the Government of Canada, Governments of

Member States of the European Space Agency, the Government of Japan, the Government of the Russian Federation, and the Government of the United States of America concerning

Cooperation on the Civil International Space Station (IGA) for the International Space Station

(ISS) contains a cross-waiver of liability provision to encourage participation in the exploration, exploitation, and use of outer space through the ISS. The objective of this clause is to extend this cross-waiver of liability to NASA contracts in the interest of encouraging participation in the exploration, exploitation, and use of outer space through the International

Space Station (ISS). The Parties intend that this cross-waiver of liability be broadly construed to achieve this objective.

(b) As used in this clause, the term:

(1) “Agreement” refers to any NASA Space Act agreement that contains the cross-waiver of liability provision authorized by 14 CFR Part 1266.102.

(2) “Damage” means:

(i) Bodily injury to, or other impairment of health of, or death of, any person;

(ii) Damage to, loss of, or loss of use of any property;

(iii) Loss of revenue or profits; or

(iv) Other direct, indirect, or consequential Damage

(3) “Launch Vehicle” means an object, or any part thereof, intended for launch, launched

H-7 from Earth, or returning to Earth which carries Payloads or persons, or both.

(4) “Partner State” includes each Contracting Party for which the IGA has entered into force, pursuant to Article 25 of the IGA or pursuant to any successor agreement. A

Partner State includes its Cooperating Agency. It also includes any entity specified in the Memorandum of Understanding (MOU) between NASA and the Government of

Japan to assist the Government of Japan's Cooperating Agency in the implementation of that MOU.

(5) “Party” means a party to a NASA Space Act agreement involving activities in connection with the ISS and a party that is neither the prime contractor under this contract nor a subcontractor at any tier.

(6) “Payload” means all property to be flown or used on or in a Launch Vehicle or the

ISS.

(7) “Protected Space Operations” means all Launch or Transfer Vehicle activities, ISS activities, and Payload activities on Earth, in outer space, or in transit between Earth and outer space in implementation of the IGA, MOUs concluded pursuant to the IGA, implementing arrangements, and contracts to perform work in support of NASA’s obligations under these Agreements. It includes, but is not limited to—

(i) Research, design, development, test, manufacture, assembly, integration, operation, or use of Launch or Transfer Vehicles, the ISS, Payloads, or instruments, as well as related support equipment and facilities and services; and

(ii) All activities related to ground support, test, training, simulation, or guidance and control equipment and related facilities or services. “Protected Space Operations” also includes all activities related to evolution of the ISS, as provided for in

Article 14 of the IGA. “Protected Space Operations” excludes activities on Earth which are conducted on return from the ISS to develop further a Payload's product or process for use other than for ISS-related activities in implementation of the

IGA.

(8) “Related Entity” means:

(i) A contractor or subcontractor of a Party or a Partner State at any tier;

(ii) A user or customer of a Party or a Partner State at any tier; or

(iii) A contractor or subcontractor of a user or customer of a Party or a Partner State at any tier. The terms “contractor” and “subcontractor” include suppliers of any kind.

(9) “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A

Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.

(c) Cross-waiver of liability:

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(1) The Contractor agrees to a cross-waiver of liability pursuant to which it waives all claims against any of the entities or persons listed in paragraphs (c)(1)(i) through

(c)(1)(iv) of this clause based on Damage arising out of Protected Space Operations.

This cross-waiver shall apply only if the person, entity, or property causing the

Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations.

The cross-waiver shall apply to any claims for Damage, whatever the legal basis for such claims, against:

(i) A Party as defined in (b)(5) of this clause;

(ii) A Partner State other than the United States of America;

(iii) A Related Entity of any entity identified in paragraph (c)(1)(i) or (c)(1)(ii) of this clause; or

(iv) The employees of any of the entities identified in paragraphs (c)(1)(i) through

(c)(1)(iii) of this clause.

(2) In addition, the contractor shall, by contract or otherwise, extend the cross-waiver of liability set forth in paragraph (c)(1) of this clause to its subcontractors at any tier by requiring them, by contract or otherwise, to:

(i) Waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause; and

(ii) Require that their subcontractors waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause.

(3) For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of claims arising from the Convention on International Liability for Damage Caused by Space

Objects, which entered into force on September 1, 1972, where the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in

Protected Space Operations.

(4) Notwithstanding the other provisions of this clause, this cross-waiver of liability shall not be applicable to:

(i) Claims between the Government and its own contractors or between its own contractors and subcontractors;

(ii) Claims made by a natural person, his/her estate, survivors or subrogees (except when a subrogee is a Party to an Agreement or is otherwise bound by the terms of this cross-waiver) for bodily injury to, or other impairment of health of, or death of, such person;

(iii) Claims for Damage caused by willful misconduct;

(iv) Intellectual property claims;

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(v) Claims for Damage resulting from a failure of the contractor to extend the cross-waiver of liability to its subcontractors and related entities, pursuant to paragraph

(c)(2) of this clause

(vi) Claims by the Government arising out of or relating to the contractor’s failure to perform its obligations under this contract.

(5) Nothing in this clause shall be construed to create the basis for a claim or suit where none would otherwise exist.

(6) This cross-waiver shall not be applicable when 49 U.S.C. Subtitle IX, Chapter. 701 is applicable.

H.17 1852.209-71 LIMITATION OF FUTURE CONTRACTING.(DECEMBER 1988)

(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 invited to FAR Subpart 9.5--Organizational Conflicts of Interest

(b) The nature of this conflict is that it may provide technical specifications and supporting documentation for procurements AT JSC OR OTHER CENTERS as detailed in:

(1) JSC, Section C, Statement of Work, 5.3.3 3 “Acquisition Liaison Support;” and

(2) JSC, Section C, Statement of Work 8.0 “Engineering,” 8.1 “General Requirements,” 8.1.1

“Overview” Sub-bullet # 10 “Technical specifications and supporting documentation for procurements;”.

(c) The restrictions upon future contracting are as follows:

(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 to be incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first-tier subcontractor under an ensuing

NASA contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the initial production contract). NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

(2) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with those other companies.

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H.18 52.204-91 SECURITY PROGRAM/NON-U.S. CITIZEN EMPLOYEE ACCESS

REQUIREMENTS (FEB 2007)(LaRC ONLY)

Access to the LaRC by non-U.S. citizen employees, including those in lawful permanent resident status, shall be approved in accordance with NPR 1371.2A, " Requirements for Processing

Requests for Access to NASA Installations or Facilities by Foreign Nationals or U.S. Citizens

Who are Reps of Foreign Entities". Processing requires advance notice of a minimum of 20 days depending on the nationality of the non-U.S. citizen or foreign representative. Access authorization shall be for a maximum of one year and must be re-evaluated annually. Non-U.S.

citizen employees or foreign representatives must be under escort at all times while on Center (by a NASA Civil Servant or permanently badged Contractor) unless otherwise approved by the

International Visitors Coordinator (IVC).

H.19 52.251-2 INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLE

(IFMS)(JAN 1991)

(a) The contracting officer may authorize a cost-reimbursement contractor to obtain interagency fleet management system (IFMS) vehicles and related services. If authorized the contractor will be notified 60 days after contract award. This shall occur only if the contracting officer has –

(1) Determined that the authorization will accomplish the agency’s contractual objectives and effect demonstrable economies;

(2) Received evidence that the contractor has obtained motor vehicle liability insurance covering bodily injury and property damage, with limits of liability as required or approved by the agency, protecting the contractor and the Government against third-party claims arising from the ownership, maintenance, or use of an interagency fleet management system vehicle (IFMS);

(3) Arranged for periodic checks to ensure that authorized contractors are using vehicles and related services exclusively under cost-reimbursement contracts;

(4) Ensured that contractors shall establish and enforce suitable penalties for their employees who use or authorize the use of Government vehicles for other than performance of

Government contracts (see 41 CFR 101-38.301-1);

(5) Received a written statement that the contractor will assume, without the right of reimbursement from the Government, the cost or expense of any use of interagency fleet management vehicles (IFMS) and services not related to the performance of the contract;

and

(6) Considered any recommendations of the contractor.

(b) The authorization shall --

(1) Be in writing;

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(2) Cite the contract number;

(3) Specify any limitations on the authority, including its duration, and any other pertinent information; and

(4) Instruct the contractor to comply with the applicable policies and procedures provided in this subpart.

(c) Authorizations to subcontractors shall be issued through, and with the approval of, the contractor.

(d) Contracting officers authorizing contractor use of interagency fleet management system

(IFMS) vehicles and related services subject their agencies to the responsibilities and liabilities provided in 41 CFR 101-39.4 regarding accidents and claims.

H.20 RESERVED

H.21 RESERVED

H.22 CENTER UNIQUE CLAUSES

Federal Acquisition Regulation (FAR), NASA FAR Supplement (NFS) clauses, and clauses with no Federal regulation clause number designation covers all work at JSC and LaRC. Unless otherwise noted, clauses with JSC Procurement Instruction (JPI) and Langley are only applicable to the appropriate Center.

H.23 EMERGENCY PREPAREDNESS AND RESPONSE

The Contractor’s obligation may include resolution of unusual or emergency situations. The

Contractor may be required to assist NASA, within the general scope of work, but in currently unidentified ways, in preparation for, or in response to emergencies. Obligations under this requirement shall only arise when one or more of the criteria at FAR 18.001, enabling NASA to utilize “Emergency Acquisition Flexibilities”, are met. If the emergency preparedness and response requirements result in changes to the contract, all contract adjustments will be processed in accordance with the Changes clause of this contract.

H.24 NON-GOVERNMENT USE OF FOD CAPABILITIES

The Flight Operations Directorate (FOD) is interested in encouraging creative government/industry partnerships that could help improve and expand NASA’s mission and capabilities. In support of this vision, NASA may allow non-government use of capabilities, such as property (real and personal), equipment, software, technical capabilities, and intellectual property as identified in FAR 52.245-1, by the contractor under this contract. If found appropriate by the Government through the Contracting Officer, the contractor and Government

H-12 may enter into a Space Act Agreement (SAA) or another appropriate instrument which will outline the benefit the Government will derive from the contractor’s non-government use along with the terms and conditions related to the use of FOD capabilities. Following the issuance of the SAA, the contractor shall prepare a “Non-government Use FOD Capabilities” Plan, consistent with this clause and the SAA, which will further define the responsibilities of the contractor and the Government. The contractor’s use of such capabilities for such purposes shall be subject to the terms and conditions of this contract, as well as the terms and conditions outlined in the SAA.

The Government recognizes that the benefit it derives from the contractor’s non-government use of designated resources under the SAA and contractor’s ability to provide non-government use services to its customers is dependent upon the reliability of the contractor’s access to the designated resources. The process for the Government to withdraw the permission granted for non-government use of the designated resources will be addressed in a specific section of the

SAA.

The resources authorized for non-Government use and the terms and conditions for the use of the resources will be described in the SAA. Any dispute associated with this clause and/or the contractor’s exercise of its authority for non-governmental use of the designated resources shall be subject to the “Disputes” clause of this contract.

The Government reserves the right to enter into similar use agreements within NASA or with other entities. Such agreements (e.g., Internal Task Agreements, Space Act Agreements) may require contractor support. If contractor support is required in the execution of these other agreements, the contractor shall support these efforts via specific Task Orders. The

Government’s intent is to avoid interfering with the execution of contractor agreements, therefore, the Government will provide notice before entering into other reimbursable agreements that would interfere with performance of a SAA between the contractor and the Government or any other contractor work.

(End Of Clause)

H.25 TASK ORDER AUTHORITY

The following NASA Centers are authorized to issue Task Orders under this contract:

NASA Johnson Space Center (Contracting Officer Only)

NASA Langley Research Center (Contracting Officer Only)

(End of Clause )

H.26 MITIGATION OF ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Mitigation plan. The Organizational Conflict of Interest Mitigation Plan and its obligations are hereby incorporated in the contract by reference.

(b) Changes. (1) Either the Contractor or the Government may propose changes to the

Organizational Conflict of Interest Mitigation Plan. Such changes are subject to the mutual agreement of the parties and will become effective only upon incorporating the change into the plan by contract amendment.

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(2) In the event that the Government and the Contractor cannot agree upon a mutually acceptable change, the Government reserves the right to make a unilateral change to the

OCI Plan as necessary, with the approval of the head of the contracting activity, subject to Contractor appeal as provided in the Disputes clause.

(c) Violation. The Contractor shall report any violation of the Organizational Conflict of Interest

Mitigation Plan, whether by its own personnel or those of the Government or other contractors, to the Contracting Officer. This report shall include a description of the violation and the actions the Contractor has taken or proposes to take to mitigate and avoid repetition of the violation. After conducting such further inquiries and discussions as may be necessary, the

Contracting Officer and the Contractor shall agree on appropriate corrective action, if any, or the Contracting Officer shall direct corrective action.

(d) Breach. Any breach of the above restrictions or any nondisclosure or misrepresentation of any relevant facts required regarding organizational conflicts of interests to be disclosed may result in termination of this contract for default or other remedies as may be available under law or regulation.

(e) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts where the work includes or may include tasks related to the organizational conflict of interest. The terms ―Contractor and ―Contracting Officer shall be appropriately modified to reflect the change in parties and to preserve the Government‘s rights.

H.27 DISCLOSURE OF ORGANIZATIONAL CONFLICT OF INTEREST AFTER

CONTRACT AWARD

(a) If the Contractor identifies an actual or potential organizational conflict of interest that has not already been adequately disclosed and resolved (or waived in accordance with FAR 9.503, the

Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order or resolve the conflict. This reporting requirement also includes subcontractors’ actual or potential organizational conflicts of interest not adequately disclosed and resolved prior to award.

(b) Mitigation plan. If there is a mitigation plan in the contract, the Contractor shall periodically update the plan, based on changes such as changes to the legal entity, the overall structure of the organization, subcontractor arrangements, contractor management, ownership, ownership relationships, or modification of the work scope.

H.28 SECURITY PROGRAM/FOREIGN NATIONAL EMPLOYEE ACCESS

REQUIREMENTS (LARC 52.204-91) (APRIL 2014)

(a) Applicable Definitions:

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Foreign National: Any person who is not a U.S. citizen and who is not a lawful permanent resident as defined by 8 U.S.C. 1101(a) (20) or any person who is not a protected individual as defined by 8 U.S.C. 1324b(a) (3). This also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the U.S., as well as any international organizations, any foreign government, and any agency or subdivision of foreign governments (e.g., diplomatic missions).

Lawful Permanent Resident (LPR): A non-U.S. citizen legally permitted to reside and work within the U.S. and issued a Resident Alien Identification (also known as a Green

Card). LPRs are to be afforded all the rights and privileges of a U.S. citizen with the exception of voting, holding public office, access to classified national security information, and employment in the federal sector (except for specific needs or under temporary appointment per 5 CFR, Part 7, Section 7.4). LPRs are not prohibited from accessing export controlled commodities, but must have a work-related “need-to-know” for access. LPRs are considered foreign nationals under immigration laws. LPR, as defined herein, is to replace the term “Permanent Resident Alien” (PRA) in all NASA guidance that has not yet been updated to the use of LPR.

2) Requirements for Center Access for Foreign Nationals who are not LPRs:

Access to the NASA LaRC by foreign nationals who are not LPRs shall be approved in accordance with NPR 1600.4, “Identity and Credential Management” and Interim Policy

Regarding Foreign National Access Management, dated April 2, 2014, which can be found at http://nodis3.gsfc.nasa.gov/displayDir.cfm?t=NPR&c=1600&s=4. Center access approval requires a minimum of 5 (five) working days advance notice. Designated country nationals require a minimum of 30 (thirty) working days advance notice because of additional approval requirements. Foreign nationals who are not LPRs must be escorted by a NASA Civil Servant or permanently badged contractor at all times while on

Center unless otherwise approved in writing by the International Visitors Coordinator

(IVC).

3) Requirements for Center Access for LPRs:

a. Visit requests should be submitted directly to the Badge and Pass Office (BPO) using an LF-103. LPRs may be sponsored for Center access by permanently badged contractor employees or NASA civil servants. Contractor LPRs are generally expected to be sponsored by the employing contractor.

b. LPRs who will be at LaRC in excess of 29 days will be processed through IdMAX.

c. LPRs who will be at LaRC in excess of 179 days will be processed for PIV credentials that will remain valid for 5 years.

d. Contractor management is responsible for ensuring credentials issued to LPRs sponsored by the contractor are returned when the LPR no longer requires access to

NASA LaRC under the contract or no longer works for the contractor.

e. No Security Transfer Technology Control Plan (STTCP) is required for LPRs.

f. LPRs on a work related, “need-to-know” basis are allowed access to export

H-15 controlled commodities. It is incumbent on the Branch Head or Program Manager to appropriately determine who should have access to export controlled information.

The Security Services Branch and the Center Export Administrator are available for guidance.

g. LPRs are permitted to carry personal mobile devices on Center. Personal mobile devices are not be used to record, store, or process NASA data and are not to be used to take photographs within NASA facilities.

h. LPRs and non-LPR Foreign Nationals must request and obtain prior approval from

Joint Base Langley-Eustis prior to entering Joint Base Langley-Eustis. Access is subject to conditions imposed by Joint Base Langley-Eustis and may require a U.S.

citizen escort at all times.

i. Violation of security policies by contractor personnel may result in withdrawal of

Center access for the offending personnel and/or contractual actions against the contractor. Additionally, violations may be criminal in nature and are subject to criminal prosecution.

(End of Clause)

H.29 REQUIREMENTS FOR ACCESS TO NASA LARC (LARC 52.204-92) (AUG

2014)

(a) Visitors seeking entry to NASA Langley Research Center using a state-issued driver’s license or state-issued personal identification card are advised that identification documents must be compliant with the REAL ID Act of 2005, Public Law 109-13. Information on the REAL ID

Act of 2005, Public Law 109-13, requirements can be found at: http://www.dhs.gov/real-id-public-faqs. Questions concerning REAL ID can be forwarded to the NASA Langley Badge and Pass Office via email at LaRC-RealId@mail.nasa.gov

(b) A state-issued ID that is non-compliant with the REAL ID standards cannot be used for access to the Center. A list of non-compliant forms of state identification can be found in the PDF document titled “REAL ID Enforcement in Brief” located at:

http://www.dhs.gov/publication/real-id-enforcement-brief

(c) The following alternate forms of identification are accepted for NASA LaRC access:

(1) Federal employee badges,

(2) Passports,

(3) Military identification cards,

(4) Enhanced Driver’s Licenses,

(5) U.S. Coast Guard Merchant Mariner Card,

(6) Native American tribal document http://www.dhs.gov/real-id-public-faqs http://www.dhs.gov/real-id-public-faqs mailto:michelle.m.sowden@nasa.gov http://www.dhs.gov/publication/real-id-enforcement-brief

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(7) School identification accompanied by an item from List C (Documents that Establish

Employment Authorization) from the “List of the Acceptable Documents” on Form I-9, which can be found at: http://www.uscis.gov/i-9-central/complete-correct-form-i-9

(d) Visitors without acceptable identity documents require an escort at all times while on the

NASA Langley Research Center.

H.30 SPECIAL REQUIREMENTS FOR SERVICE CONTRACTS (LARC 52.211-99)

(FEBRUARY 2012)

(a) Inherently Governmental Functions – No inherently government functions as defined in FAR

2.101 and FAR 7.5 shall be performed by the Contractor under this contract. Contractor employees shall not participate in any deliberations or meetings intended to exercise an inherently governmental function. All final determinations such as binding the United States to take or not to take some action, selecting program priorities, and providing direction to

Federal employees shall be made by the Government. The Contractor shall immediately notify the Contracting Officer’s Representative (COR) and the Contracting Officer if performance of an activity would result in the performance of an inherently governmental function.

(b) Non-Personal Services Contract – In accordance with FAR 37.101, this contract is a non-personal services contract in that the Contractor personnel rendering the services shall not be subject, either by the contract’s terms or by the manner of its administration, to the continuous supervision and control of a Government officer or employee. The Contractor shall immediately notify the COR and the Contracting Officer if, through contract administration, the actions of a government employee will result in the performance of a personal services contract.

(c) Identification of Contractor Personnel – All Contractor personnel who attend meetings, answer government telephones, use a nasa.gov e-mail address, or work in situations where their actions could be construed as acts of Government officials shall clearly identify themselves as Contractor personnel. Contractor employees shall not identify themselves as representing NASA but rather shall identify themselves as being under contract to

NASA. Additionally, all Contractor work spaces located on NASA LaRC shall be clearly identified.

(d) Marking of Reports – The Contractor shall mark all documents or reports produced under this contract with the Contractor name, contract number, and task order number if applicable.

H.31 OBSERVATION OF REGULATIONS AND IDENTIFICATION OF

CONTRACTOR’S EMPLOYEES (LaRC 52.211-104) (JANUARY 2013)

(a) The Contractor shall require its employees to observe and obey all rules and regulations as prescribed by the authorities at LaRC and other installations including all applicable

Federal, NASA, and Langley safety, health, environmental and security regulations.

http://www.uscis.gov/i-9-central/complete-correct-form-i-9

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(b) At all times while on NASA property, the Contractor shall require its employees, subcontractors, and agents to display a valid NASA issued identification badge.

Contractors shall be held accountable for these identification badges, and may be required to validate its active employees on an annual basis with the NASA Office of

Security Services. Immediately upon employee termination or contract completion, the

Contractor shall return NASA identification badges and facility keys to the NASA LaRC

Badge and Pass Office. All NASA identification badges and facility keys remain the property of NASA and the Government reserves the right to invalidate such badges at any time.

H.32 ENABLING CLAUSE BETWEEN ALICE CONTRACTOR AND OTHER

LANGLEY CONTRACTORS (LARC 52.215-116) (MARCH 2012)

(a) NASA has entered into the contracts listed below for other support services at Langley

Research Center:

Contracts

Center Maintenance, Operations and Engineering (CMOE) with Jacobs

Technology

Science, Technology and Research Support Services (STARSS III) Science

Systems and Applications, Inc.

(b) In the performance of this contract, the Contractor agrees to cooperate with the

Contractors or follow-on Contractors for the above listed contracts by: attendance at meetings; sharing technical, schedule, and planning data; providing access to Contractor facilities; allowing observation of technical activities by appropriate Contractor technical personnel; and discussing and coordinating matters related to projects.

(c) The Contractor further agrees to include the above clause in each subcontract over $250K or 10 percent of prime contract value, whichever is less.

H.33 OBSERVATION OF SAFETY AWARENESS EVENT BY CONTRACTOR

EMPLOYEES (LARC 52.223-92) (JAN 2013)

The Langley Research Center (LaRC) Safety Awareness Event is an annual event dedicated to learning best practices for a safe work environment. When the LaRC Director designates the

Safety Awareness Event, the Contractor shall require all onsite and near-site employees to participate in Safety Awareness activities at LaRC.

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H.34 REPORTING OF INVOLUNTARY SEPARATIONS AND INCIDENTS

INVOLVING WORKPLACE VIOLENCE (LaRC 52.223-93) (JULY 2015)

a) The Contractor and its employees shall comply with LAPD 1600.5, Workplace Violence and

Threatening Behavior. The Contractor shall conduct training on and develop procedures for recognizing, managing, and responding to incidents and threats of workplace violence as defined in LAPD 1600.5.

b) In accordance with LAPD 1600.5, if the LaRC Workplace Violence and Prevention Program

(WVPP) Threat Assessment Team determines it is appropriate for the Contractor to participate in a WVPP Threat Assessment Team meeting, the Contractor shall comply with the request. The Contractor shall report the disposition of any incidents to the LaRC WVPP

Threat Assessment Team.

c) In addition to the conditions set forth in paragraphs (a) and (b) above, the Contractor shall consider any personnel action resulting in the involuntary separation of a contractor employee as a "potential violent situation" and follow the reporting procedures in LAPD 1600.5.

d) The Contractor shall include these requirements in all subcontracts, however, the subcontractors shall provide reports through the prime Contractor.

H.35 LaRC ENVIRONMENTAL MANAGEMENT (LaRC 52.223-94) (JULY 2015)

(a) Located in the ecologically sensitive Chesapeake Bay watershed, Langley Research Center

(LaRC) is committed to fulfilling its mission in a manner that promotes environmental stewardship, sustainability, and continual improvement, while mitigating environmentally driven mission risks. LaRC expects its contractors to support LaRC in fulfilling this commitment.

(b) The Contractor shall ensure that all onsite activities performed and equipment used to fulfill the requirements of the contract are in compliance with all local, state, and federal environmental laws and regulations; environmental Executive Orders; NASA Policy

Directives (NPDs) and Procedural Requirements (NPRs), and LaRC environmental directives

(LAPDs) and procedures (LPRs). The NASA and LaRC regulatory authorities include, but are not limited to the most recent version of the following:

NPD 8500.1, NASA Environmental Management

NPR 8553.1, NASA Environmental Management System

NPR 8570.1, NASA Energy Management Program

NPR 8530.1, Affirmative Procurement Program and Plan for Environmentally Preferable

Products

LAPD 8500.1, LaRC Environmental and Energy Management

LPR 8500.1, Environmental and Energy Program Manual

(c) Contractor support of LaRC’s Environmental Management System (EMS) pursuant to

NPR 8553.1 and LPR 8500.1 includes conducting operations pursuant to these

H-19 requirements, responding to information requests, and attendance at team meetings (up to

2 one-hour meetings a year)

(d) The Government remains the owner and operator of record for all environmental activities conducted on LaRC owned properties. LaRC’s Standard Practice and

Environmental Engineering Branch (SPEEB) is the single point of contact with federal, state, or local regulatory agencies and their representatives unless otherwise directed by the Contracting Officer. All on-site Contractor activities and personnel are subject to environmental compliance reviews, investigations, inspections, or similar inquiries which may be conducted by federal, state, or local regulatory agencies or the LaRC

SPEEB. The Contractor shall immediately notify the LaRC SPEEB when contacted by external regulatory agency representatives and shall cooperate fully with the LaRC

SPEEB in responding to regulatory agency representatives. The Contractor shall complete, maintain, and make available to the Contracting Officer and LaRC SPEEB, all documentation relating to environmental compliance required by law or regulation. As directed by the Contracting Officer, the Contractor will make such documentation available to personnel of regulatory agencies. If a Notice of Violation, Notice of

Noncompliance, Notice of Deficiency, or similar notice is received by the Contractor or one of its subcontractors in the performance of work under this contract, the Contractor shall immediately notify the Contracting Officer or the Contracting Officer’s

Representative. The Contractor shall fully cooperate with NASA LaRC in correcting any problems giving rise to any such notices and shall fully cooperate with NASA LaRC personnel in their efforts to resolve any violations so that regulatory assessments of civil fines or penalties are minimized or avoided.

H.36 VIRGINIA AND LOCAL SALES TAXES (LARC 52.229-92) (MARCH 2012)

To perform this contract, the Contractor must be knowledgeable of relevant state and local taxes when making purchases of tangible personal property. The Contractor shall refrain from paying inapplicable taxes or taxes where an exemption exists, but shall pay applicable taxes that are allowable pursuant to FAR 31.205-41, Taxes. Even though title to property purchased under this contract may pass to the Government and the price is reimbursable under contract cost principles, such transactions do not in themselves provide tax immunity to the Contractor.

Therefore, within 30 days after the effective date of this contract, the Contractor shall request from the Virginia State Tax Commission a ruling on any tax exemptions that may be applicable to purchases made under this contract. The Contractor shall provide all facts relevant to the situation and shall pursue an interpretation of the law that is most favorable to both the

Contractor and the Government.

H.37 TRAVEL OUTSIDE OF THE UNITED STATES (LaRC 52.242-71) (JULY 2015)

(a) The Contracting Officer must authorize in advance and in writing travel to locations outside of the United States by Contractor employees that is to be charged as a cost to this contract. This approval may be granted when the travel is necessary to the efforts required under the contract and it is otherwise in the best interest of NASA.

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(b)…