Section_I_.docx

NNJ17584385R SECTION I

RESEARCH, ENGINEERING MISSION INTEGRATION SERVICES CONTRACT

SECTION I - CONTRACT CLAUSES

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

I.A.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 these addresses:

https://www.acquisition.gov/?q=browsefar http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE NUMBER

DATE

TITLE

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

CLAUSE NUMBER

DATE

TITLE

(End of clause)

I.A.2 APPROVAL OF CONTRACT (FAR 52.204-1) (DEC 1989)

This contract is subject to the written approval of the Procurement Officer for the NASA Johnson Space Center and shall not be binding until so approved.

(End of clause)

I.A.3 RESERVED

(End of clause)

I.A.4 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (FAR 52.209-9) (JUL 2013)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the Central Contractor Registration database at http://www.ccr.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments—

1. The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by—

i. Government personnel and authorized users performing business on behalf of the Government; or

ii. The Contractor, when viewing data on itself; and

2. The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for—

i. Past performance reviews required by subpart 42.15;

ii. Information that was entered prior to April 15, 2011; or

iii. Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

1. If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite Clause FAR 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

2. The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

3. As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under Executive Order (E.O.) 12600.

(End of clause)

I.A.5 NOTIFICATION OF OWNERSHIP CHANGES (FAR 52.215-19) (OCT 1997)

(a) The contractor shall make the following notifications in writing:

(1) When the contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The contractor shall—

(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the contractor’s ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each contractor ownership change.

(c) The contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

(End of clause)

I.A.6 INDEFINITE QUANTITY (FAR 52.216-22) (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after 12 months after the end of the period of performance stated in Section F, Clause F.4, Period of Performance.

I.A.7 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (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):

http://www.acquisition.gov/far/ http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

(End of clause)

I.A.8 AUTHORIZED DEVIATIONS IN CLAUSES (FAR 52.252-6) (APR 1984)

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.

The use in this solicitation or contract of any NASA FAR Supplement Regulation (48 CFR Chapter 18) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of clause)

I.A.9 OMBUDSMAN (NOV 2011) (ALT I) (NFS 1852.215-84) (JUNE 2000)

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns from Offerors, potential Offerors, and contractors during the pre-award and post-award phases of this acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the ombudsman is not to diminish the authority of the contracting officer, the Source Evaluation Board, or the selection official. Further, the ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of formal contract disputes. Therefore, before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution.

(b) If resolution cannot be made by the contracting officer, interested parties may contact the installation ombudsman, whose name, address, telephone number, facsimile number, and e-mail address may be found at: http://prod.nais.nasa.gov/pub/pub_library/Omb.html. Concerns, issues, disagreements, and recommendations which cannot be resolved at the installation may be referred to the Agency ombudsman identified at the above URL. Please do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Contracting Officer or as specified elsewhere in this document.

(c) If this is a task or delivery order contract, the ombudsman shall review complaints from contractors and ensure they are afforded a fair opportunity to be considered, consistent with the procedures of the contract.

(End of clause)

I.A.10 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (NFS 1852.225-71) (FEB 2012)

(End of clause)

I.A.11 DATA RIGHTS NOTICE

(a) Any proposal submitted during the course of contract performance must expressly identify any computer software or technical data that is to be provided with less than unlimited data rights. The contractor shall notify the Contracting Officer in writing prior to incorporating any item, component, subcomponent, process, or software, wherein the related technical data or computer software qualifies as limited rights data or restricted computer software in accordance with Alternate II and III of FAR 52.227-14 and NFS 1852.227-86. This notification does not apply to commercial off-the-shelf (shrink-wrapped) computer software, and corresponding documentation, that has a standard commercial license unless the software is to be incorporated as a subcomponent in a developmental effort.

(b) Technical data and computer software delivered shall not be marked with restrictive legends unless the Contracting Officer has given prior written consent.

(c) All license agreements shall be compliant with Federal laws, regulations and the terms and conditions of this contract and shall be transferable to the Government upon completion of the contract without additional cost to the Government. One copy of the final negotiated license agreement shall be forwarded to the Contracting Officer within 30 calendar days of agreement to ensure compliance.

(End of clause)

I.A.12 ACCESS TO CONTRACTOR DATA

(a) “Data” for purposes of this clause, means recorded information, regardless of the form or media on which it may be recorded. The term includes technical data; computer software; and information incidental to contract administration, such as financial, administrative, cost or pricing, or management information. Types of data contained in the definition also include contractor internal audits of any discipline, system, or task, which directly or indirectly supports the performance of this contract as well as data from any audit of subcontractor(s) performing this contract. These examples are illustrative and are not to be construed as a limitation on the definition of data.

(b) The Contracting Officer or designee shall, through closeout, have access to and the right to examine any of the data produced or specifically used in the performance of this contract. The purpose of this access provision is to permit the Government to monitor the contractor’s performance under this contract and to permit sampling of contractor data to verify requirements compliance and continuous improvement without unduly increasing the number of data deliverables to this contract.

(c) The contractor shall make available at all reasonable times for Government inspection all existing Government data provided to the contractor and any data first produced or used in the performance of this contract for examination through closeout. Moreover, information provided by the contractor on this system shall contain all necessary technical and business application data to determine the degree to which contract requirements are met.

(d) Except for software systems being provided as part of this contract, the contractor shall maintain all data on a commercially available system for information management that is easily accessible by NASA. For the purposes of this clause, “commercially available system” is defined as a system comprised of a commercial off-the-shelf (COTS) database management system with its associated reporting/query tools, and a COTS text and graphics viewer software package. The contractor must obtain the approval of the Contracting Officer prior to using any noncommercial system for information management of data generated under this contract. As part of this request, the contractor must justify why no commercial system to manage information is adequate for this contract. If use of a noncommercial system is approved, then the contractor shall demonstrate the system to the Government and provide thorough training to Government personnel to ensure they are able to access (i.e., read and copy) all data maintained on the system.

(e) The contractor shall provide the Government unimpeded access to all areas determined by Government representatives as necessary for surveillance, audit and independent evaluation purposes. In those instances that access is restricted due to hazards or other personnel access limitations, the contractor shall accommodate Government personnel such that access is provided and operational safety is not compromised.

(f) Notwithstanding the Additional Data Requirements clause, the Government shall have the right to reproduce any data found during the examination that it wishes to retain. The Government will reimburse reproduction costs only when it uses contractor equipment for the reproduction. The Government shall retain no greater rights in the reproduced data than it would have under the Rights in Data--General clause.

(g) The contractor shall describe the areas of its internal systems where NASA access will be permitted, define access and interface requirements, and provide NASA the required training to be able to access and use these systems.

(h) The contractor shall flow this clause to all cost type subcontracts.

I.A.13 TASK ORDERING PROCEDURE

(a) Only the Contracting Officer may issue task orders to the contractor, providing specific authorization or direction to perform work within the scope of the contract and as specified in the schedule. The contractor may incur costs under this contract in performance of task orders and task order modifications issued in accordance with this clause. No other costs are authorized unless otherwise specified in the contract or expressly authorized by the Contracting Officer. Each TO will be evaluated separately. The Government reserves the right to award any or all of the fully evaluated IDIQ TO(s) at contract start. In accordance with FAR16.505 (b)(2)(i) (F), Section 1331 of Public Law 111-240 (15 U.S.C. 644(r)), the Contracting Officer may, at their discretion, set aside orders for any of the small business concerns identified in FAR 19.000(a).

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

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

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

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

(c) Within 10 calendar days after receipt of the Contracting Officer's request, the contractor shall submit a task plan conforming to the request.

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

(1) Date of the order.

(2) Contract number and order number.

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

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

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

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

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

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

(e) The contractor shall provide acknowledgment of receipt to the Contracting Officer within 3 calendar days after receipt of the task order.

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

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

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

[END OF SUB-SECTION]

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

I.B.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE

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

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE

NUMBER

DATE

TITLE

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

CLAUSE

NUMBER

DATE

TITLE

None Incorporated by Reference

I.B.2 RESERVED

[END OF SUB-SECTION]

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

I.C.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE

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

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE

NUMBER

DATE

TITLE

Insert (Alt III): CD(s), USB Port(s), or CD-ROM(s)

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

CLAUSE

NUMBER

DATE

TITLE

I.C.2 GOVERNMENT PROPERTY INSTALLATION OPERATION SERVICES (FAR 52.245-2)(APR 2012)

a) This Government Property listed in paragraph (e) of this clause is furnished to the Contractor in an “as-is, where is” condition. The Government makes no warranty regarding the suitability for use of the Government property specified in this contract. The Contractor shall be afforded the opportunity to inspect the Government property as specified in the solicitation.

(b) The Government bears no responsibility for repair or replacement of any lost Government property. If any or all of the Government property is lost or becomes no longer usable, the Contractor shall be responsible for replacement of the property at Contractor expense. The Contractor shall have title to all replacement property and shall continue to be responsible for contract performance.

(c) Unless the Contracting Officer determines otherwise, the Government abandons all rights and title to unserviceable and scrap property resulting from contract performance. Upon notification to the Contracting Officer, the Contractor shall remove such property from the Government premises and dispose of it at Contractor expense.

(d) Except as provided in this clause, Government property furnished under this contract shall be governed by the Government Property clause of this contract.

(e) Government property provided under this clause:

(See Individual TO for Government Property Listing)

(END OF CLAUSE)

I.C.3 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 52.245-2 (NFS 1852.245-77) (JAN 2011) For performance of work under this contract, the Government will make available Government property identified below or in Attachment J-5 [As identified in the Task Order or Not Applicable] of this contract on a no charge-for-use basis pursuant to FAR 52.245-2, Government Property Installation Operation Services, as incorporated in this contract. The Contractor shall use this property in the performance of this contract at TBD [Insert applicable site(s) where property will be used per the task order] and at other location(s) as may be approved by the Contracting Officer.

A description of the item(s), acquisition date, quantity, acquisition cost, and applicable equipment information will provided in Attachment J-5 per the task order.

(END OF CLAUSE)

[END OF SECTION]

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