NNL17ZB1001R_Amendment_000001.pdf

1. CONTRACT ID CODE

3. EFFECTIVE DATE

12/19/2016

4. REQUISITION/PURCHASE REQUISITION NUMBER

(X)

FACILITY CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

2. AMENDMENT/MODIFICATION NUMBER

000001

PAGE OF PAGES

1 96

5. PROJECT NUMBER (If applicable)

6. ISSUED BY CODE

NASA/Langley Research Center 5 Langley Blvd., Bldg. 2101 M/S 12 Hampton VA 23681-2199

7. ADMINISTERED BY (If other than Item 6) CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NUMBER

NNL17ZB1001R

9B. DATED (SEE ITEM 11)

12/06/2016

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

CODE

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning 1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this amendment is to incorporate some clarification edits to the solicitation. See continuation page and the applicable sections of T3_RFP_SectionsA-M_Final_Amendment_000001 for further details.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Liliana J. Richwine

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

16C. DATE SIGNED

Previous edition unusable STANDARD FORM 30 (REV. 11/2016) Prescribed by GSA FAR (48 CFR) 53.243

Solicitation NNL17ZB1001R Amendment 000001

Continuation from SF 30, Block 14. DESCRIPTION OF AMENDMENT/MODIFICATION:

A. The following changes are hereby made to the Request for Proposal (RFP) as attached (changes are highlighted in yellow):

1. Section L.15(c)(2)(iii) has been revised to clarify that each offeror shall properly acknowledge all NNL17B1001R solicitation amendments (if any) on SF 33 block 14

2. Section L.15(d)(1) has been revised to clarify that all sections of a particular volume should be contained on the same 2 DVD/CDs or 2 Flash Drives for that volume.

3. Section L.19(3)(d) has been revised to clarify that the Offeror shall show the derivation of its productive work-year in the narrative. Additionally, L.19(d) has been revised to clarify that if a service center or indirect rate has been established and proposed for this contract, the detailed explanation is to be provided in the narrative.

4. Section L.19(3)(e) has been revised to clarify that all Offerors shall provide a cost history for the last three years, including the actual expense pools and allocation base amounts for the larger indirect pools (e.g., overhead, fringe benefits, and G&A) in their narrative.

B. Answers to all questions received through December 15th, 2016 are attached.

All other terms and conditions of the subject solicitation remain unchanged as a result of the amendment.

NNL17ZB1001R SECTION B

PART I – THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 NAMING/NUMBERING SCHEME FOR CLAUSES IN FULL TEXT AND FOR CLAUSES

INCORPORATED BY REFERENCE (LaRC 52.201-90) (MARCH 2012)

There are various types of clauses contained in the contract. Most clauses will reference a numbered cite such as: Federal Acquisition Regulation (FAR 52.#); NASA FAR Supplement (NFS 1852.#); or Langley Research Center (LaRC 52.#). There are also clauses that have no numbered cite designation. Those clauses were written by LaRC for this specific contract or were written as generic Agency clauses specific for this contract type.

(End of clause)

B.2 SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to deliver and/or perform the work set forth in the Performance Work Statement (PWS) entitled Technology, Engineering, and Aerospace Mission Support 3 (TEAMS 3) incorporated in Section J as Exhibit A. Contract Line Item Number (CLIN) 001 of this contract is for a 90 day Phase-In period. Work performed under CLINs 002, 003, 005 and 006 will be further defined by issuance of Technical Direction Notices (TDNs) (See G.8).

Task Orders may be issued under CLIN 004 for additional work within the general scope of the contract.

CLIN Description Type

001 Phase-In Firm Fixed Price (FFP)

002 Base – Core Mission Support (PWS 4.1 – 4.12) Cost-Plus-Award-Fee (CPAF)

003 Base – Core Mission Support (PWS 4.13) CPAF

004 Indefinite Delivery, Indefinite Quantity (IDIQ) Task Orders

CPAF/Cost-Plus-Fixed-Fee

(CPFF)

005 Option – Core Mission Support (PWS 4.1 – 4.12) CPFF

006 Option – Core Mission Support (PWS 4.13) CPFF

(End of text)

B.3 FIRM FIXED PRICE (NFS 1852.216-78) (DEC 1988) (Applicable to CLIN 001)

The total firm fixed price of CLIN 001 is $To Be Determined (TBD).

B.4 ESTIMATED COST AND AWARD FEE (NFS 1852.216-85) (SEP 1993) (Applicable to CLINs 002 and 003)

The estimated cost of this contract is $TBD. The maximum available award fee, excluding base fee, if any, is $TBD. The base fee is $0. Total estimated cost, base fee, and maximum award fee are $TBD.

CLIN

ESTIMATED

COST

MAX AVAIL AWARD

FEE (Base Fee is $0)

TOTAL ESTIMATED COST

AND MAX AWARD FEE

002 $TBD $TBD $TBD

003 $TBD $TBD $TBD

TOTAL $TBD $TBD $TBD

B.5 ESTIMATED COST AND FIXED FEE (NFS 1852.216-74) (DEC 1991) (Applicable to CLINs 005 and 006)

The estimated cost of this option period is $TBD exclusive of the fixed fee of $TBD. The total estimated cost and fixed fee is $TBD.

CLIN

ESTIMATED

COST

FIXED FEE

TOTAL ESTIMATED COST

AND FIXED FEE

005 $TBD $TBD $TBD

006 $TBD $TBD $TBD

TOTAL $TBD $TBD $TBD

B.6 MINIMUM AND MAXIMUM INDEFINITE DELIVERY, INDEFINITE QUANTITY (IDIQ)

CONTRACT VALUE (LaRC 52.216-90) (MARCH 2012) (Applicable to CLIN 004)

The Government will order through the issuance of task orders a minimum quantity of work of $0.00 under this contract. There will be no further obligation on the part of the Government to issue any task orders. The total maximum contract value of CLIN 004 (IDIQ) is $32,500,000.

B.7 CONTRACT FUNDING (NFS 1852.232-81) (JUN 1990)

(1) CLINs 002, 003, 005, and 006 - Core Mission Support:

(a) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government for CLINs 002 and 003 and Option CLINs 005 and 006, if exercised, is $TBD. This allotment covers the following estimated period of performance: From effective date of contract through TBD.

(b) An additional amount of $TBD is obligated under the CLINs for payment of fee.

(2) CLIN 004 – IDIQ:

(a) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government for CLIN 004 is $TBD. This allotment is for the performance of work in accordance with the limitations and completion dates as set forth in the Task Orders authorized by the Contracting Officer and covers the following estimated period of performance: From effective date of Task Order Award through TBD.

(b) An additional amount of $TBD is obligated under each Task Order for payment of fee.

(3) See table below for funding summary:

Funding Summary

Funding for CLINs 002 & 003 Estimated

Cost

002 & 003

Award Fee

Funding for CLIN

Estimated

(IDIQ)

for CLIN

Award Fee for CLIN

Fixed Fee

005 & 006 Estimated

005 & 006 Fixed Fee

Award

[END OF SECTION]

NNL17ZB1001R SECTION C

SECTION C - DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK STATEMENT

C.1 SPECIFICATION/PERFORMANCE WORK STATEMENT

The Contractor shall provide all resources (except as may be expressly stated in the contract or task orders as furnished by the Government) necessary to perform the requirements delineated in Section J, Exhibit A, PWS, entitled “Technology, Engineering, and Aerospace Mission Support 3 (TEAMS 3).”

NNL17ZB1001R SECTION D

SECTION D - PACKAGING AND MARKING

D.1 CLAUSES INCORPORATED BY REFERENCE

Clause(s) below 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 full text of the clause is available at the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this contract.

NFS CLAUSE

NUMBER

NFS CLAUSE TITLE

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

*Specific packaging, handling, and transportation instructions may be listed in Task Orders or Technical Direction Notices.

NNL17ZB1001R SECTION E

SECTION E - INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCOPORATED BY REFERENCE

FAR CLAUSE

FAR CLAUSE TITLE

52.246-5 INSPECTION OF SERVICES - COST-REIMBURSEMENT (APR

1984)

E.2 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (FAR 52.246-11) (DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

(1) ANSI/ISO/ASQC Q ISO 9001, Quality Management Systems Requirements and the required Capability Maturity Model Integration for Development (CMMI– DEV) Capability as indicated per TDN or Task Order.

(2) The Contractor shall comply with NASA Workmanship Standards for all Software Engineering, Development and Maintenance activities and comply with NPR 7150.2 NASA Software Engineering Requirements augmented by Langley Management System Center Procedures: Located at http://standards.nasa.gov/documents/nasa;

Title Number

Software Engineering Requirements NPR 7150.2

Software Safety Standard NASA-STD-8719.13

Software Assurance Standard NASA-STD-8739.8

(3) To perform individual TDNs and Task Orders which involve software development and/or maintenance for human-rated software systems, non-human space rated software systems, or mission support software; the Contractor (prime or subcontractor) performing the work shall be rated at the required Capability Maturity Model – Integration (CMMI®) for Development (CMMI- DEV) Capability Level required by the type of software specified in the TDN or Task Order.

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in—

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require—

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

http://standards.nasa.gov/documents/nasa

NNL17ZB1001R SECTION E

E.3 HUMAN SPACE FLIGHT ITEM (NFS 1852.246-73) (MAR 1997)

The Contractor shall include the following statement in Human Space Flight Item related subcontracts and purchase orders placed by it in support of this contract, without exception as to amount or subcontract level:

"FOR USE IN HUMAN SPACE FLIGHT; MATERIALS, MANUFACTURING, AND

WORKMANSHIP OF HIGHEST QUALITY STANDARDS ARE ESSENTIAL TO ASTRONAUT

SAFETY.

IF YOU ARE ABLE TO SUPPLY THE DESIRED ITEM WITH A HIGHER QUALITY THAN THAT

OF THE ITEMS SPECIFIED OR PROPOSED, YOU ARE REQUESTED TO BRING THIS FACT

TO THE IMMEDIATE ATTENTION OF THE PURCHASER."

NNL17ZB1001R SECTION F

SECTION F - DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

FAR CLAUSE

FAR CLAUSE TITLE

52.242-15 STOP-WORK ORDER (AUG 1989) – ALTERNATE I (APR 1984)

F.2 PERIOD OF PERFORMANCE

(a) The period of performance for this contract is 36 months (exclusive of phase-in period) from the effective date of the contract. An additional 24 month option period exists for CLINs 005 and 006.

(b) In addition, each Task Order issued will identify a specific period of performance. Issuance of Task Orders under CLIN 004 will not occur beyond the current contract expiration date.

Performance of all Task Orders issued before the end of the period of performance shall not exceed 12 months beyond the contract period of performance.

F.3 PLACE OF PERFORMANCE - SERVICES

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

NASA Langley Research Center, Hampton, VA, the Contractor's facility, and other sites that may be designated by the Contracting Officer.

NNL17ZB1001R SECTION G

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE

NFS CLAUSE TITLE

1852.216-75 PAYMENT OF FIXED FEE (DEC 1988)

1852.242-73 NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING

(NOV 2004)

1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT-FURNISHED

PROPERTY (AUG 2015)

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT

(JAN 2011) Paragraph (e) fill-in: NASA Langley Research Center, 4 South Marvin Street (Bldg. 1206), Hampton, VA 23681-2199

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY

(AUG 2015)

G.2 AWARD FEE FOR SERVICE CONTRACTS (NFS 1852.216-76) (APR 2012)

(a) The contractor can earn award fee from a minimum of zero dollars to the maximum stated in NASA FAR Supplement clause 1852.216-85, "Estimated Cost and Award Fee" in this contract.

(b) Beginning 6 months after the effective date of this contract, the Government shall evaluate the Contractor's performance every 6 months to determine the amount of award fee earned by the contractor during the period. The Contractor may submit a self-evaluation of performance for each evaluation period under consideration. These self-evaluations will be considered by the Government in its evaluation. The Government's Fee Determination Official (FDO) will determine the award fee amounts based on the Contractor's performance in accordance with the Award Fee Plan. The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis.

(c) The Government will advise the Contractor in writing of the evaluation results. The NASA Shared Services Center (NSSC) will make payment based on the FDO’s determination and the Contractor’s invoice for the amount of earned fee.

(d) The Contracting Officer may direct the withholding of earned award fee payments until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interest relative to an orderly and timely closeout of the contract. This reserve shall not exceed 15 percent of the contract’s total potential award fee or $100,000, whichever is less.

(e) The amount of award fee which can be awarded in each evaluation period is limited to the amounts set forth in the Award Fee Availability Schedule. Award fee which is not earned in an evaluation period cannot be reallocated to future evaluation periods.

(f)(1) Provisional award fee payments will be made under this contract pending the determination of the amount of fee earned for an evaluation period. If applicable, provisional award fee payments will be made to the Contractor not more often than on a monthly basis.

The total amount of award fee available in an evaluation period that will be provisionally paid is the lesser of 80 percent or the prior period's evaluation score.

(2) Provisional award fee payments will be superseded by the final award fee evaluation for that period. If provisional payments exceed the final evaluation score, the Contractor will either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the Contracting Officer.

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

(4) Provisional award fee payments will not be made prior to the first award fee determination by the Government.

(g) Award fee determinations are unilateral decisions made solely at the discretion of the Government.

G.3 SUBMISSION OF VOUCHERS FOR PAYMENT (NFS 1852.232-80) (SEP 2016)

(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 electronically 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 designated in the payment clause(s) contained in this contract will begin on the date a proper request for payment is received by the NSSC payment office specified in paragraph (b) of this section. Vouchers shall be prepared in accordance with the guidance provided by the NSSC at the following website:

https://answers.nssc.nasa.gov/app/answers/detail/a_id/6643.

(2) Vouchers 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:

(i) 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.

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

http://www.nssc.nasa.gov/vendorpayment https://answers.nssc.nasa.gov/app/answers/detail/a_id/6643

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

(d) Non-electronic payment. The Contractor may submit a voucher using other than the steps described at NSSC’s Vendor Payment information through any of the means described at https://www.nssc.nasa.gov/vendorpayment , if 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. In such cases, the Contractor shall include a copy of the Contracting Officer’s determination with each request for payment when the Governmentwide commercial purchase card is used as the method of payment.

(2) The contract includes provisions allowing the contractor to submit vouchers using other than the steps prescribed at NSSC’s Vender Payment information website. 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. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher 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) 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.

G.4 SUBMISSION OF FEE VOUCHERS FOR PAYMENT (LaRC 52.216-87) (SEP 2016)

(a) Vouchers for payment of fee resulting from contract performance or provisional fee (if authorized under this contract) shall be prepared using an SF 1034 and submitted electronically to the following address for payment:

E-mail address: NSSC-AccountsPayable@nasa.gov Mailing address: NSSC - FMD Accounts Payable

Bldg. 1111, Jerry Hlass Road Stennis Space Center, MS 3952

Fax Number: 1-866-209-5415

(b) A concurrent copy of the voucher shall be provided electronically to the NASA Contracting Officer. The Contracting Officer may designate other recipients as required.

(c) The NSSC is the designated billing office for fee vouchers for purpose of the Prompt Payment clause of this contract. The DoD Wide Area Work Flow (WAWF) is not to be used for the submission of fee vouchers.

http://www.nssc.nasa.gov/vendorpayment mailto:NSSC-AccountsPayable@nasa.gov

(d) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate voucher for the amount withheld will be required before payment for that amount may be made.

G.5 PAYMENT OF PHASE-IN (CLIN 001)

Payments for phase-in (CLIN 001) will be made by the Government based on a receipt of a proper invoice and completion and acceptance of services rendered.

G.6 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT

REPRESENTATIVE (NFS 1852.227-72) (APR 2015)

(a) For purposes of administration of the clause of this contract entitled "New Technology-Other than a Small Business Firm or Nonprofit Organization" or "Patent Rights--Ownership by the Contractor," whichever is included, the installation New Technology and Patent Representatives identified below are hereby designated by the Contracting Officer to administer such clause for the appropriate installation.

New Technology Representative NASA Langley Research Center Kimberly Middleton M/S 151 Hampton, VA 23681-2199 Email: Kimberly.J.Middleton@nasa.gov

Direct all correspondence and reports to:

New Technology Reporting Administrator Sevet Bassett M/S 151 Hampton, VA 23681-2199 Email: LaRC-New-Technology@mail.nasa.gov

(b) Disclosures of reportable items and of subject inventions, interim new technology summary reports, final new technology summary reports, utilization reports, and other reports required by the applicable “New Technology” or “Patent Rights-Ownership by the Contractor” clause, as well as any correspondence with respect to such matters, shall be directed to the New Technology Representative unless transmitted in response to correspondence or request from the Patent Representative. Inquiries or requests regarding disposition of rights, election of rights, or related matters shall be directed to the Patent Representative. This clause shall be included in any subcontract hereunder requiring a "New Technology-Other than a Small Business Firm or Nonprofit Organization" clause or "Patent Rights--Ownership by the Contractor" clause, unless otherwise authorized or directed by the Contracting Officer. The respective responsibilities and authorities of the aforementioned representatives are set forth in 1827.305-270 of the NASA FAR Supplement.

mailto:Kimberly.J.Middleton@nasa.gov mailto:LaRC-New-Technology@mail.nasa.gov

G.7 TECHNICAL DIRECTION (LaRC 52.242-70) (JULY 2015)

(a) Performance of the work under this contract is subject to the written technical direction of the Contracting Officer’s Representative (COR), who shall be specifically appointed by the Contracting Officer in writing. "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor. Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section C of this contract.

(b) The COR does not have the authority to, and shall not, issue any instruction purporting to be technical direction that -

(1) Constitutes an assignment of additional work outside the statement of work;

(2) Constitutes a change as defined in the changes clause;

(3) Constitutes a basis for any increase or decrease in the total estimated contract cost, the fixed fee (if any), or the time required for contract performance;

(4) Changes any of the expressed terms, conditions, or specifications of the contract; or

(5) Interferes with the contractor's rights to perform the terms and conditions of the contract.

(c) All technical direction shall be issued in writing by the COR.

(d) The Contractor shall proceed promptly with the performance of technical direction duly issued by the COR in the manner prescribed by this clause and within the COR's authority. If, in the Contractor's opinion, any instruction or direction by the COR falls within any of the categories defined in paragraph (b) of this clause, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 working days after receiving it and shall request the Contracting Officer to take action as described in this clause. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is -

(1) Rescinded in its entirety; or

(2) Within the requirements of the contract and does not constitute a change under the changes clause of the contract, and that the Contractor should proceed promptly with its performance.

(e) A failure of the contractor and contracting officer to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract.

(f) Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer or the COR shall be at the Contractor's risk.

G.8 TECHNICAL DIRECTION NOTICES (TDNs)

In accordance with LaRC clause 52.242-70, the COR will provide technical direction through issuance of Technical Direction Notices (TDNs). TDNs will define details including, but not limited to, schedules, funding, drawings, processes, and procedures. As part of the TDN process, the Contractor shall provide initial Rough Order of Magnitude (ROM) estimates for required resources. These ROM estimates are necessary to ensure appropriate funding among multiple users of the Core Mission Support (PWS 4.1 to 4.13) and Task Order requirements. In no case shall the Contractor proceed with a TDN that changes the overall scope or exceeds the CLIN value or Task Order value without approval of the Contracting Officer and a modification to the contract or Task Order.

G.9 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY (NFS 1852.245-71) (JAN

2011)

(a) The Government property described in paragraph (c) of this clause may be made available to the Contractor on a no-charge basis for use in performance of this contract. This property shall be utilized only within the physical confines of the NASA installation that provided the property unless authorized by the Contracting Officer under (b) (1) (iv). Under this clause, the Government retains accountability for, and title to, the property, and the Contractor shall comply with the following:

NASA Procedural Requirements (NPR) 4100.1, NASA Materials Inventory Management Manual;

NASA Procedural Requirements (NPR) 4200.1, NASA Equipment Management Procedural Requirements;

NASA Procedural Requirement (NPR) 4300.1, NASA Personal Property Disposal Procedural Requirements;

NASA Procedural Directive (NPD) 6000.1D, Transportation Management Langley Policy Directive (LAPD) 6000.1, Transportation Management Fleet Management Handbook (2011)

The Contractor shall ensure all Installation Accountable Government Property is reassigned before the current Contractor equipment user resigns or is terminated.

Property not recorded in NASA property systems must be managed in accordance with the requirements of the clause at FAR 52.245–1, as incorporated in this contract. The Contractor shall establish and adhere to a system of written procedures to assure continued, effective management control and compliance with these user responsibilities. In accordance with FAR 52.245–1(h)(1) the Contractor shall be liable for property lost, damaged, destroyed or stolen by the Contractor or their employees when determined responsible by a NASA Property Survey Board, in accordance with the NASA guidance in this clause.

(b)(1) The official accountable recordkeeping, financial control, and reporting of the property subject to this clause shall be retained by the Government and accomplished within NASA management information systems prescribed by the installation Supply and Equipment Management Officer (SEMO) and Financial Management Officer. If this contract provides for the Contractor to acquire property, title to which will vest in the Government, the following additional procedures apply:

(i) The Contractor’s purchase order shall require the vendor to deliver the property to the installation central receiving area.

(ii) The Contractor shall furnish a copy of each purchase order, prior to delivery by the vendor, to the installation central receiving area.

(iii) The Contractor shall establish a record for Government titled property as required by FAR 52.245–1, as incorporated in this contract, and shall maintain that record until accountability is accepted by the Government.

(iv) Contractor use of Government property at an off-site location and off-site subcontractor use requires advance approval of the Contracting Officer and notification of the Industrial Property Officer. The property shall be considered Government furnished and the Contractor shall assume accountability and financial reporting responsibility. The Contractor shall establish records and property control procedures and maintain the property in accordance with the requirements of FAR 52.245–1, Government Property (as incorporated in this contract), until its return to the installation.

NASA Procedural Requirements related to property loans shall not apply to offsite use of property by contractors.

(2) After transfer of accountability to the Government, the Contractor shall continue to maintain such internal records as are necessary to execute the user responsibilities identified in paragraph (a) of this clause and document the acquisition, billing, and disposition of the property. These records and supporting documentation shall be made available, upon request, to the SEMO and any other authorized representatives of the Contracting Officer.

(c) The following property and services are provided if checked:

X (1) Office space, work area space, and utilities. Government telephones are available for official purposes only.

X (2) Office furniture.

X (3) Property listed in Exhibit L.

(i) If the Contractor acquires property, title to which vests in the Government pursuant to other provisions of this contract, this property also shall become accountable to the Government upon its entry into Government records.

(ii) The Contractor shall not bring to the installation for use under this contract any property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer’s prior written approval.

X (4) Supplies from stores stock.

(5) Publications and blank forms stocked by the installation.

X (6) Fire protection for Contractor personnel and facilities.

(7) Installation service facilities: None.

X (8) Medical treatment of a first-aid nature for Contractor personnel injuries or illnesses sustained during on-site duty.

X (9) Cafeteria privileges for Contractor employees during normal operating hours.

X (10) Building maintenance for facilities occupied by Contractor personnel.

X (11) Moving and hauling for office moves, movement of large equipment, and delivery of supplies. Moving services may be provided on-site, as approved by the Contracting Officer.

X (12) Government Vehicles: Contractor employees may operate Government vehicles when required as part of official contract duties, if approved by the NASA LaRC Center Transportation Officer and specified in the TDN or Task Order. Note that contract employees are not insured by the Government, and therefore contract employees operating Government-owned vehicles must have company-supplied insurance sufficient to cover loss and damage to Government-owned property. Contractors are responsible for providing for injuries to their employees while on the job and must have insurance to cover third-party injuries arising out of the actions or inactions of their employees.

G.10 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 52.245-1 (NFS

1852.245-76) (JAN 2011)

For performance of work under this contract, the Government will make available Government property as required for TDNs/TOs as identified in Exhibit L of this contract on a no charge-for-use basis pursuant to the clause at FAR 52.245-1, Government Property, as incorporated in this contract. The Contractor shall use this property in the performance of this contract at NASA Langley Research Center, Hampton, VA, and at other location(s) as may be approved by the Contracting Officer. Under FAR 52.245-1, the Contractor is accountable for the identified property.

G.11 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS

(NFS 1852.245-73) (JAN 2011)

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the Custody of Contractors, in accordance with this clause, the instructions on the form and NFS subpart 1845.71, and any supplemental instructions for the current reporting period issued by

NASA.

(b)(1) Subcontractor use of NF 1018 is not required by this clause; however, the Contractor shall include data on property in the possession of subcontractors in the annual NF 1018.

(2) The Contractor shall mail the original signed NF 1018 directly to the cognizant NASA Center Deputy Chief Financial Officer, Finance, unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(3) One copy shall be submitted (through the Department of Defense (DOD) Property Administrator if contract administration has been delegated to DOD) to the following address:

Industrial Property Officer 9B Langley Boulevard Mail Stop 135 and

Financial Management Office Property Management 5 Langley Boulevard Mail Stop 22

Unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report preparation and submission.

(c)(1) The annual reporting period shall be from October 1 of each year through September 30 of the following year. The report shall be submitted in time to be received by October 15. The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes. Therefore, it is essential that required reports be received no later than October 15. Some activity may be estimated for the month of September, if necessary, to ensure the NF 1018 is received when due. However, Contractor’s procedures must document the process for developing these estimates based on planned activity such as planned purchases or NASA Form 533 (NF 533 Contractor Financial Management Report) cost estimates. It should be supported and documented by historical experience or other corroborating evidence, and be retained in accordance with FAR Subpart 4.7, Contractor Records Retention. The Contractor shall validate the reasonableness of the estimates and associated methodology by comparing them to the actual activity once that data is available, and adjust them accordingly. In addition, differences between the estimated cost and actual cost must be adjusted during the next reporting period. The Contractor shall have formal policies and procedures, which address the validation of NF 1018 data, including data from subcontractors, and the identification and timely reporting of errors. The objective of this validation is to ensure that information reported is accurate and in compliance with the NASA FAR Supplement. If errors are discovered on NF 1018 after submission, the Contractor shall contact the cognizant NASA Center Industrial Property Officer (IPO) within 30 days after discovery of the error to discuss corrective action.

(2) The Contracting Officer may, in NASA’s interest, withhold payment until a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit annual NF 1018 reports in accordance with NFS subpart

1845.71 and any supplemental instructions for the current reporting period issued by NASA.

Such reserve shall be withheld until the Contracting Officer has determined that NASA has received the required reports. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right.

(d) A final report shall be submitted within 30 days after disposition of all property subject to reporting when the contract performance period is complete in accordance with paragraph (b)

(1) through (3) of this clause.

G.12 OCCUPANCY MANAGEMENT REQUIREMENTS (NFS 1852.245-82) (JAN 2011)

(a) In addition to the requirements of the clause at FAR 52.245–1, Government Property, as included in this contract, the Contractor shall comply with the following in performance of work in and around Government real property:

(1) NPD 8800.14, Policy for Real Property Management

(2) NPR 8831.2, Facility Maintenance Management

(3) LAPD 8800.14, Real Property Management

(b) The Contractor shall obtain the written approval of the Contracting Officer before installing or removing Contractor-owned property onto or into any Government real property or when movement of Contractor-owned property may damage or destroy Government-owned property. The Contractor shall restore damaged property to its original condition at the Contractor’s expense.

(c) The Contractor shall not acquire, construct or install any fixed improvement or structural alterations in Government buildings or other real property without the advance, written approval of the Contracting Officer. Fixed improvement or structural alterations, as used herein, means any alteration or improvement in the nature of the building or other real property that, after completion, cannot be removed without substantial loss of value or damage to the premises. Title to such property shall vest in the Government.

(d) The Contractor shall report any real property or any portion thereof when it is no longer required for performance under the contract, as directed by the Contracting

G.13 AWARD FEE AVAILABILITY SCHEDULE

(a) The award fee available for each evaluation period within the three-year base period is as follows, unless the contract is converted to CPFF in accordance with H.4:

Period Available Award Fee Core Mission

Support

Available Award Fee

IDIQ Task Orders *

Total Award Fee Available

Total Award Fee Earned

1 $TBD $TBD $TBD $TBD

2 $TBD $TBD $TBD $TBD

3 $TBD $TBD $TBD $TBD

4 $TBD $TBD $TBD $TBD

5 $TBD $TBD $TBD $TBD

6 $TBD $TBD $TBD $TBD

* Paragraphs (b) and (c) below are only applicable to Task Orders

(b) The maximum award fee amount available to the Contractor on each Task Order will be established by applying a fixed amount of fee, based on a maximum percentage to be determined at time of contract award, to the total estimated cost of each Task Order agreed upon by both parties at the time of issuance.

(c) The award fee available for each evaluation period will be determined based on the Task Orders projected to be performed during that period. If a Task Order is projected to be started and completed during a particular evaluation period, then the award fee for that particular Task Order will be included in the award fee available for that period only. If a Task Order is started in a particular evaluation period and projected to extend beyond that period, then the award fee for that particular Task Order will be distributed by the Contracting Officer across the appropriate evaluation period(s). At the end of each evaluation period, the Total Award Fee Available and Total Award Fee Earned will be specified in the paragraph (a) above by contract modification.

NNL17ZB1001R SECTION H

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE

NFS CLAUSE TITLE

1852.208-81 RESTRICTIONS ON PRINTING AND DUPLICATING (NOV 2004)

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

1852.225-70 EXPORT LICENSES (FEB 2000)

Fill-in: (b) NASA, Langley Research Center

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS (DEC 2006)

1852.235-74 ADDITIONAL REPORTS OF WORK -- RESEARCH AND

DEVELOPMENT (FEB 2003) “The Contractor shall submit reports as set forth in Exhibit B to this contract.”

1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM

(APR 1985)

H.2 LIMITATION OF FUTURE CONTRACTING (NFS 1852.209-71) (DEC 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 these conflicts may be one or more of the following:

(1) Unfair competitive advantage exists in situations such as when the Contractor participates in:

(i) The development of requirements, specifications or statements of work for both software and hardware systems

(ii) New Business Development including, but not limited to, information regarding current and future research, business opportunities, cost estimation and proposal development for new research opportunities, and strategic planning

(2) Organizational Conflicts of Interest in the form of conflicting roles that might bias the Contractor’s judgment, such as:

(i) The evaluation of the Contractor’s own products

(ii) The management of the evaluation of the Broad Agency Announcement process

(iii) Participation in reviews including, but not limited to, Readiness Reviews and Peer Review Boards, and assessment processes

(iv) Participation in the development of requirements, specifications or statements of work for both software and hardware systems

(v) Participation in New Business Development including, but not limited to, information regarding current and future research, business opportunities, cost estimation and proposal development for new research opportunities, and strategic planning

(3) Unequal Access to information such as:

(i) Potential for access to other Contractor’s confidential business and technical information and/or other proprietary Contractor data

(ii) Access to project planning and other documents relating to the Government’s plans for upcoming projects and acquisitions

(iii) Access to New Business Development including, but not limited to, information regarding current and future research, business opportunities, cost estimation and proposal development for new research opportunities, and strategic planning

(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: 1) develop requirements, specifications or statements of work that are to be incorporated into a solicitation; 2) participate in new business development including, but not limited to, information regarding current and future research, business opportunities, cost estimation and proposal development for new research opportunities, and strategic planning; or 3) manage the evaluation of BAA’s and assessments, 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.

(3) The Contractor shall include this clause in all subcontract(s) regardless of tier.

H.3 ORGANIZATIONAL CONFLICTS OF INTEREST (LaRC 52.227-96) (JUNE 2012)

(a) For purposes of this clause, the term “Contractor” shall include the prime contracting entity’s parent, subsidiaries, divisions, and all affiliated companies that are under common control with such entity. In addition, the prime Contractor shall flow down this clause to all subcontractors.

(b) Pursuant to FAR 9.504, the Contracting Officer is responsible for identifying and evaluating potential Organizational Conflicts of Interest (OCI) early in the acquisition process and either avoiding, neutralizing, or mitigating such conflicts before contract award and Task Order awards.

(c) During the performance of this contract, the Contractor may encounter Organizational Conflicts of Interest addressed in FAR 9.5. More specifically, the Contracting Officer has determined and identified the following potential conflicts that the Contractor may encounter during performance of this contract. The Contractor may be put in the position of evaluating or performing technical services, research and development services, or engineering services on systems developed, designed or built by the Contractor or by the Contractor’s business competitors. Such work could result in impaired objectivity conflicts of interest and/or unfair access to information/data conflicts of interests.

(d) Contractor’s Response to Proposed Task Orders: Within two working days of receipt of a Task Order causing a conflict to arise, the Contractor shall notify the Contracting Officer and provide a report of a potential conflict detailing:

(1) The nature of the conflict

(2) Plan for avoiding, neutralizing or mitigating the conflict

(3) The benefits and risks associated with acceptance of the plan

(e) Government Response to a Report of a Potential Conflict: The Contracting Officer will review the report and determine which of the following approaches is in the best interest of the Government and shall so advise the Contractor:

(1) The Contractor shall perform consistent with the Task Order

(2) The Contractor shall not perform the Task Order

(3) The Government will modify the Task Order to remove the identified conflict

(f) Additional requirements: Any limitations on future contracting resulting from the Contractor’s or its Subcontractor’s performance of the contract requirements are identified in NFS clause 1852.209-71, Limitation of Future Contracting.

H.4 CONVERSION FROM COST-PLUS-AWARD-FEE TO COST-PLUS-FIXED-FEE DURING

THREE-YEAR BASE PERIOD

If the contractor attains a total weighted award fee score of 91% or higher for a minimum of two

(2) consecutive award fee periods, the Government may determine it is in the Government’s best interest to convert the contract from a Cost-Plus-Award-Fee (CPAF) to a Cost-Plus-Fixed- Fee (CPFF) structure during the three-year base period. The Contractor’s fixed-fee percentage for the two-year option period will be used as the fixed-fee percentage within the base period in the event that the contract is converted.

H.5 TASK ORDERING PROCEDURE (NFS 1852.216-80) (OCT 1996) (Applicable to CLIN 004)

(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

(b) Prior to issuing a Task Order, the Contracting Officer shall provide the Contractor with the following: