Section_B_Rev._A.docx

NNJ17584385R SECTION B

RESEARCH, ENGINEERING, MISSION INTEGRATION SERVICES CONTRACT

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

SUB-SECTION B.A – CLAUSES MUTUALLY APPLICABLE TO BOTH FIRM FIXED-PRICE AND COST REIMBURSABLE EFFORTS

B.A.1 CLAUSES INCORPORATED BY REFERENCE

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

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

NONE INCORPORATED BY REFERENCE

NONE INCORPORATED BY REFERENCE

(End of Clause)

B.A.2 CONTRACT TYPE

The contract type for the Research, Engineering, Mission and Integration Services (REMIS) effort is Multiple-Award Indefinite-Delivery Indefinite-Quantity (IDIQ) contract with Firm-Fixed-Price (FFP) and Cost-Plus-Fixed Fee (CPFF) Task Orders (TOs).

(End of Clause)

B.A.3 IDIQ MINIMUM AND MAXIMUM ORDERING LIMITS (52.216-90) (AUG 2013) (JSC PROCUREMENT INSTRUCTION) In accordance with FAR 52.216-22, Indefinite Quantity, the guaranteed minimum to be ordered under all contract for Offerors who are awarded all CLINs is $500,000 and $250,000 for Offerors who are awarded less than all of the CLINS. The total amount ordered under all contracts shall not exceed $373,000,000. The Government is not obligated to order more than the minimum specified, but may order up to the maximum. The Contractor is obligated to fulfill orders issued, up to the maximum quantity.

(End of clause)

B.A.4 CONTRACT VALUE

The estimated cost of this contract is $TBD exclusive of the fixed fee of TBD . The total estimated cost and fixed fee is $373M .

The FFP Total for FFP TOs issued to date is $TBD.

The total current value of the contract is CPFF TO total and FFP TO total is $_TBD_.

(End of Clause)

B.A.5 SUPPLIES AND SERVICES TO BE PROVIDED

The Contractor shall provide all resources and services (except as may be expressly stated in the contract as furnished by the Government) necessary to deliver and/or perform the requirements in accordance with Section C, Statement of Work, all TOs issued as well as Section J, Attachment J-1, Data Requirements List and Data Requirements Descriptions, and all other requirements as specified throughout the contract and authorized task orders. NASA/JSC intends to award 30 percent to Small Business as defined in FAR 19.000(a)(3).

[END OF SUB-SECTION]

SUB-SECTION B.B – CLAUSES APPLICABLE TO FIRM FIXED-PRICE EFFORTS ONLY

B.B.1 Limitation of Funds (Fixed-Price Contract) (NFS 1852.232-77) (MAR 1989)

(a) Of the total price of items CLIN 0001 (Fixed Price Research) through CLIN 0002 (Fixed Price Engineering), the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

Schedule for Allotment of Funds Date Amounts TBD

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

(c) (1) It is contemplated that funds presently allotted to this contract will cover the work to be performed in accordance with Clause F.4, Period of Performance.

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer (CO) in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

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

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

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

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

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

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

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

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

(End of clause)

B.B.2 RATE TABLE FOR PRICING TASK ORDERS (FIRM FIXED PRICE)

The Government may order IDIQ services at any time after contract start, in accordance with the procedures set forth in this contract. The following tables are contractor team composite fully burdened NTE labor rates, exclusive inclusive of feeprofit, and are inclusive of the prime and all major subcontractors. The Contractor shall utilize the rates shown in the following tables for estimating cost purposes. No fee shall be allowed on travel.

The Rate Tables will be located in Section J, Attachment J-9 Fully Burdened Rate Tables.

(End of clause)

[END OF SUB-SECTION]

SUB-SECTION B.C – CLAUSES APPLICABLE TO COST REIMBURSABLE EFFORTS ONLY

B.C.1 RESERVE

(End of clause)

B.C.2 RATE TABLE FOR PRICING TASK ORDERS (COST REIMBURSEMENT)

The labor and indirect rates in Section J, Attachment J-9, Fully Burdened Rates, shall be used in the establishment of the estimated cost of individual TOs. The NTE labor rates are fully burdened composite team rates (prime and all subcontractors); but exclude prime fee. Fee will be negotiated as it is applied to each actual TO and will be paid based on the negotiated arrangement. Any negotiated fee will not exceed the max fee proposed by the contractor in the table below. The indirect rates are those that may be applied to non-labor resources costs, such as materials, travel and other. These indirect rates and the basis of application must be identified at the bottom of the table.

The parties agree that the fully burdened labor rates established in Section J, Attachment J-9 shall not be subject to any adjustment upwards, regardless of actual rates incurred during contract performance.

(End of clause)

B.C.3 ESTIMATED COST AND FIXED FEES LESS DEDUCTIONS

1. Cost Reimbursement TOs issued will contain the estimated cost and fixed fee. Some Cost Reimbursement TOs will be subject to fixed fee deductions as stated in Clause B.C.5, Evaluation of Fee Deductions. Both Parties understand and agree that the fixed fee stated in a task order is subject to unilateral deduction by the Government based on the criteria set forth in that task order. Task Order Summary will be updated by periodic unilateral contract modification to reflect Task Orders issued against this contract.

(End of Clause)

B.C.4 EVALUATION OF FEE DEDUCTIONS

(a) This contract is performance-based and TOs may provide for deduction(s) from the fixed fee based upon defined performance levels. Although it is not a firm requirement, it is anticipated that TOs for end items, which are of low technical complexity and/or $500,000 or less in value will utilize a fixed fee (with no deductions) approach. For those TOs greater than $500,000 and/or high tech complexity) that utilize a fixed fee with deductions approach, the evaluation criteria and fee structure including the criteria for deductions to fixed fee will be determined and specified in each TO Request. The Government will evaluate the Contractor’s performance and fee deductions if any will be made at the conclusion of performance for each TO issued. Therefore, the evaluation period for fee deduction is the period of performance for each Task Order.

(b)(1) Provisional fixed fee payments will be made under each TO pending the determination of the amount of fee deduction for the performance of a TO. If applicable, provisional fixed fee payments will be made to the Contractor on a monthly basis. The total amount of fixed fee available for a TO that will be provisionally paid is 75% of the total potential fixed fee available in the TO.

(2) Provisional fixed fee payments will be superseded by the total fixed fee less deduction at the end of performance for each TO. If provisional payments exceed the total fixed fee less deduction, the Contractor shall either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the CO.

(3) If the CO determines that the Contractor will not achieve a level of performance commensurate with the provisional rate, payment of provisional fixed fee will be discontinued or reduced in such amounts, as the CO deems appropriate. The CO will notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate.

(c) The Government will advise the Contractor in writing of the evaluation results. The NASA Shared Services Center (NSSC), or designated billing office, will make payment based on receipt of a modification to the TO, which incorporates the total fixed fee less any deductions, and submission of a voucher in accordance with Clause G.C.1, NFS 1852.216-87, Submission of Vouchers for Payment.

(d) After 75% of the potential fixed fee has been paid, the CO may direct the withholding of further payment of fixed fee until a reserve is set aside in an amount that the CO considers necessary to protect the Government’s interest. This reserve will not exceed 25% of the total potential fixed fee.

(e) Fixed fee deduction determinations are unilateral decisions made by the Government. The Contractor will be notified after conclusion of performance for each TO by the CO of the deductions from fee, if any, and the total fee determination.

Notwithstanding any other provision of this clause, the maximum total fee deduction will be no more than 100% of the total fixed fee of a Task Order.

(f) It is mutually agreed and understood that this clause is an implementation of FAR Clause 52.216-8, Fixed Fee. Any withholding of payment of fee or deductions to the Fixed Fee pursuant to this clause are in addition to those set forth in Clause 52.216-8, Fixed Fee. Further, this clause, or any other clause of this contract, does not limit the Government’s right to withhold payment of fee as set forth in Clause 52.216-8, Fixed Fee.

(End of Clause)

[END OF SUB-SECTION]

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