NNL17ZB1002RLAMPS2_B-J_20170713wtrkchng.docx

SOLICITATION – NNL17ZB1002R

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.

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 items below in accordance with the Performance Work Statement (PWS) titled Langley Administrative, Media and Professional Services 2 (LAMPS 2) (Exhibit A) and Contract Documentation Requirements (Exhibit B) as outlined in the table below.

CLINs 0001, 1001, 2001, 3001 and 4001 – For administrative, media, and professional services: Services shall be performed in accordance with Section C, Performance Work Statement (PWS).

CLIN 0002 – For travel, equipment, supplies and other Government directed costs directly related to Exhibit A (PWS) Cost Reimbursable (No-Fee).

CLIN 0003 – Indefinite Delivery/Indefinite Quantity (IDIQ) Services: IDIQ services include: For additional administrative, media, and professional services not included in the core services but within the general scope of LAMPS (IDIQ Task Orders)

B.3 PRICING SCHEDULE

PRICE

TOTAL

AMOUNT

ADMINISTRATIVE, MEDIA, AND PROFESSIONAL SERVICES (Base Period)

Months

FFP

FFP

NOT-TO-EXCEED $5,000,000

Total Maximum Value over the term of the contract (Base plus Options)

INDEFINITE DELIVERY, INDEFINITE QUANTITY (IDIQ) FOR ADDITIONAL ADMINISTRATIVE, MEDIA, AND PROFESSIONAL SERVICES NOT INCLUDED IN THE CORE SERVICES BUT WITHIN THE GENERAL SCOPE OF LAMPS

Total Maximum Value over the term of the contract (Base plus Options)

ADMINISTRATIVE, MEDIA, AND PROFESSIONAL SERVICES (Option 1)

Months

FFP

ADMINISTRATIVE, MEDIA, AND PROFESSIONAL SERVICES (Option 2)

Months

FFP

ADMINISTRATIVE, MEDIA, AND PROFESSIONAL SERVICES (Option 3)

Months

FFP

ADMINISTRATIVE, MEDIA, AND PROFESSIONAL SERVICES (Option 3)

Months

FFP

SUM OF TOTAL AMOUNTS (BASE PLUS EXERCISED OPTIONS)

Total Price (Including Not To Exceed (CLIN 002) and Total Maximum IDIQ Value (CLIN 0003))

B.4 INDEFINITE DELIVERY/INDEFINITE QUANTITY (ID/IQ) TASK ORDER SUPPORT (Applicable to CLIN 0003)

a) The Government anticipates that during the life of the contract, additional requirements, which are within the general scope of this contract, but not specifically identified under the fixed price portion of the contract, will be required in support of NASA’s mission. To accomplish these additional requirements, the Government will issue task orders on a Firm Fixed Price basis for the ordering of these services and supplies. Task Orders shall be priced in accordance with Exhibit G, (incorporated in the contract at the time of contract award) unless otherwise negotiated and approved by the CO.

(b) In accordance with Section I clause 52.216-22, Indefinite Quantity, a Task Order may be issued at any time within the period specified in clause F.2, Period of Performance.

Note: The Government may require services for labor categories and rates other than those listed in Exhibit G. The Contractor shall provide rationale for alternate labor categories and rates in the submission of its task plan for approval by the COR and CO before issuance of the task order. Overtime hours and rates may be required on task orders, and these hours and rates will be negotiated at the time of task order award.

B.5 1852.216-78 Firm Fixed Price. (DEC 1988) (Applicable to CLIN 0001, 1001, 2001, 3001 and 4001)

a) The total firm fixed price of this contract is __________ for base CLIN.

B.6 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) 1852.232-77 (MARCH 1989)

(a) Of the total price for CLIN 0001, the sum of [amount to be identified in funding modifications] 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

(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 until [the date identified in the award document and modifications issued thereto

(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 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 estimate 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 Contracting Officer 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 Contracting Officer 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) of this clause. 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.7 CONTRACT FUNDING 1852.232-81 (JUNE 1990) (Applicable to CLIN 0002)

(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 to this contract is ________. This allotment is for CLIN 0002 and covers the following estimated period of performance: _________.

B.8 INDEFINITE DELIVERY/INDEFINITE QUANTITY (IDIQ) CONTRACT

VALUE/LIMITATIONS (Applicable to CLIN 0003)

(a) The minimum quantity of work required under CLIN 0003 is $0. There will be no further obligation on the part of the Government to issue any task orders. The total maximum value of CLIN 0003 is $15,000,000 for the five-year period of performance, unless extended via the Option to Extend Services clause of this contract.

(b) CLIN 0003 (Task Order Support): The Government has established the maximum potential value of CLIN 0003. The Minimum Value and Maximum Values are for the entire life of the contract (base period plus all options exercised). Task orders placed in accordance with the contract terms will be separately priced and ordered in accordance with IDIQ clauses contained in the contract.

(c) Task Orders under CLIN 0003 shall be based on the fully-burdened rates in clause B.4, unless otherwise determined by the CO.

(End of section)

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 PERFORMANCE WORK STATEMENT

The Contractor shall provide the services specified in Section B in accordance with Exhibit A, Performance Work Statement and Exhibit B, Contract Documentation Requirements.

SECTION D – PACKAGING AND MARKING

D.1 CLAUSES INCORPORATED BY REFERENCE -- SECTION D

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.

(End of clause)

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

None included by reference

II. NASA FEDERAL ACQUISITION REGULATION CLAUSES (48 CFR CHAPTER 18)

None included by reference

Note: Specific Packaging, Handling, and Transportation Instructions will be listed at the Task Order Level if required.

SECTION E – INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE -- SECTION E

Clause(s) in the table below 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.

E.2 GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS 1852.246-71 (OCT 1988)

In accordance with the inspection clause of this contract, the Government intends to conduct periodic surveillance of services, for both on and off-site, provided by the Contractor to ensure conformance to the requirements in the Performance Standards in the PWS and any task orders. Surveillance by the Government will be in accordance with the Government’s Quality Assurance Surveillance Plan (QASP) and may be conducted by a Government Representative other than the COR or CO.

SECTION F – DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE -- SECTION F

Clause(s) in the table below 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.

F.2 PERIOD OF PERFORMANCE

(a) The period of performance of this contract is March 1st, 2018 through February 28th, 2019, until options are exercised as listed below:

(b) The period of performance for each option period shall be in accordance with the following table:

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 and NASA facilities located on Joint Base Langley Eustis, Hampton, VA and other near-site locations as specified in the PWS, and locations as designated in individual Task Orders or as designated by the Contracting Officer.

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CLAUSES INCORPORATED BY REFERENCE -- SECTION G

Clauses in the table below 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.

G.2 INVOICE PAYMENTS

(a) In accordance with the contract clause entitled Payments (FAR 52.232-1), payment will be made by the Government to the Contractor no more than twice monthly based on receipt of a proper invoice and satisfactory contract performance. The Contractor shall invoice for Langley Administrative, Media, and Professional Services in accordance with the payment clauses of the contract. The Contractor shall invoice for task orders at task completion and after work is accepted by the Government unless milestone payments were requested and approved in accordance with Clause H.3, Task Ordering Procedure.

(b) A proper invoice is defined as containing the following information:

(1) Contract/Task Number,

(2) Name and address of Contractor,

(3) Invoice date,

(4) Invoice number and Taxpayer Identification Number,

(5) CLIN, quantity, unit of measure, unit price and extended price for services performed;

(6) Total amount due, per CLIN

(7) Name and title of signer, signature and date;

(c) All invoices marked either “Interim” or “Final” as appropriate, shall be sent electronically to the Payment Office at the following address:

Email: NSSC-AccountsPayable@nasa.gov NASA Shared Services Center Financial Management Division – Accts Payable Bldg. 1111, C. Road Stennis Space Center, MS 39529 Fax 886-209-5415

d) All payments will be made by electronic funds transfer. Payment will be forwarded to the financial institution and account identified in the Standard Form 3881 executed by the Contractor.

G.3 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 Performance Work Statement;

(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.

(End of Clause)

G.4 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE 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 at http://prod.nais.nasa.gov/portals/pl/new_tech_pocs.html are hereby designated by the Contracting Officer to administer such clause for the appropriate installation.

(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.

(End of clause)

G.5 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY 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 Supply Support and Material Management;

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

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

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 shall not utilize the installation's central receiving facility for receipt of contractor-acquired property. However, the Contractor shall provide listings suitable for establishing accountable records of all such property received, on a monthly basis, to the SEMO.

(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:

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

(2) Office furniture.

(3) Property listed in Exhibit C.

(4) Supplies from stores stock.

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

(6) Safety and fire protection for Contractor personnel and facilities.

(7) Installation service facilities: none

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

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

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

(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.

(End of clause)

G.6 GOVERNMENT FURNISHED INFORMATION TECHNOLOGY (IT) SERVICES (LaRC 52.245-97) (JUNE 2012)

NASA Langley Research Center will furnish all necessary computers and related information technology devices that will be connected to the NASA network infrastructure for all on-site contractors. The Agency enterprise service provider will manage the information technology services. The Contractor shall not connect any hardware to the NASA network infrastructure without the permission of Langley Research Center Chief Information Officer (CIO).

For off-site contractors, NASA Langley Research Center will provide the access to appropriate NASA information and information systems via a client-based virtual private network (VPN) where necessary. The VPN system shall be operated and maintained by the Agency enterprise service provider with local oversight provided by the Langley Research Center CIO. Individual system and user access will be dependent upon compliance with NASA policies. Dedicated, site-to-site network connections from the contractor's off-site location to the NASA Langley Research Center network will not be allowed.

(End of clause)

G.7 GOVERNMENT PURCHASE CARD (P-CARD) PAYMENT (LaRC 52.213-90) (MARCH 2012) (Applicable to all CLINs)

(a) The Contractor shall accept firm-fixed priced orders placed by authorized Government Purchase Card (P-Card) users for services under the micro-purchase threshold (or other limit based on changes to P-Card purchase limitations). The Government P-Card is a purchasing instrument issued through a commercial bank to a Government Agency to facilitate micro purchases. In general all P-Card orders will be issued by the COR. If orders are placed by other than the COR, the Contractor shall obtain authorization (Technical Direction) from the COR or CO prior to accepting the order.

(b) The Contractor shall accept and perform only those services within the scope of the contract. In addition, the Contractor shall obtain all Government approvals (e.g., safety, environmental, health) required. Use of Purchase Card by Government personnel does not alter the requirements or the terms and conditions of this contract.

(c) The Contractor shall utilize rates established in Exhibit G for the pricing of services and supplies when Government personnel are ordering work directly via the Government P-Card. Any request for work that cannot be priced in accordance with B.3 requires advance approval of the Contracting Officer. The Contractor is responsible for tracking and reporting P-Card orders (See Exhibit B, Contract Documentation Requirements, for reporting requirements).

(d) The Government P-Card shall be billed by the Contractor when the work is completed and accepted by the customer.

(End of clause)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 CLAUSES INCORPORATED BY REFERENCE -- SECTION H

Clause(s) in the table below 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.

H.2 ORGANIZATIONAL CONFLICTS OF INTEREST – NOTICE, PROCEDURES AND REQUIREMENTS

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. Description of Potential Conflicts. The Contractor will have access to and may generate “sensitive information” as defined in NFS 1852.237-72, Access to Sensitive Information. For example, the Contractor may have access to NASA data regarding any future requirements with access to proprietary data provided by other support Contractors such as unique designs, assemblies, and engineering concepts for projects. This has potential for an “Unfair Access to Information” type OCI should the Contractor wish to compete on related NASA solicitations. It is also likely that the Contractor’s work under this contract could result in deliverables that will lead directly, predictably, and without delay to a Performance Work Statement for a Government procurement solicitation, which may result a “Biased Ground Rule” OCI. Many contract administrative tasks under the contract generally will not entail work that requires the Contractor to perform evaluation of proposals. However, the contractor will have access to proposal information submitted by itself, its affiliates or competitors, which may result in an “Impaired Objectivity” OCI.

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 Section H.3, NFS 1852.209-71, Limitation of Future Contracting.

(End of clause)

H.3 LIMITATION OF FUTURE CONTRACTING 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 this conflict is described in H.2.

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.

(End of clause)

H.4 TASK ORDERING PROCEDURE 1852.216-80 (OCT 1996) -- ALTERNATE I

(OCT 1996) (ALSO SEE CLAUSE G.7 FOR P-CARD PURCHASES AND SECTION B.4

FOR TASK ORDER PRICING)

(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.

(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 7 calendar days (or otherwise stated in the Request for Task Plan) 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.

(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 if the LCMS system is not utilized.

(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.

(i) Contractor shall submit monthly task order progress report if so directed by the individual task order through LCMS if used.

(End of clause)

H.5 KEY PERSONNEL AND FACILITIES 1852.235-71 (MAR 1989)

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

(b) The Contractor shall make no diversion without the Contracting Officer's written consent; provided, that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer's consent required by this clause.

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

Key Personnel: LAMPS 2 Program Manager

(End of clause)

H.6 DENIED ACCESS TO NASA FACILITIES 1852.242-72 (OCT 2015)

a)(1) The performance of this contract requires contractor employees of the prime contractor or any subcontractor, affiliate, partner, joint venture, or team member with which the contractor is associated, including consultants engaged by any of these entities, to have access to, physical entry into, and to the extent authorized, mobility within, a NASA facility.

(2) NASA may close and or deny contractor access to a NASA facility for a portion of a business day or longer due to any one of the following events:

(i) Federal public holidays for federal employees in accordance with 5 U.S.C. 6103.

(ii) Fires, floods, earthquakes, unusually severe weather to include snow storms, tornadoes and hurricanes.

(3) In such events, the contractor employees may be denied access to a NASA facility, in part or in whole, to perform work required by the contract. Contractor personnel already present at a NASA facility during such events may be required to leave the facility.

(b) In all instances where contractor employees are denied access or required to vacate a NASA facility, in part or in whole, the contractor shall be responsible to ensure contractor personnel working under the contract comply. If the circumstances permit, the contracting officer will provide direction to the contractor, which could include continuing on-site performance during the NASA facility closure period. In the absence of such direction, the contractor shall exercise sound judgment to minimize unnecessary contract costs and performance impacts by, for example, performing required work off-site if possible or reassigning personnel to other activities if appropriate.

(c) The contractor shall be responsible for monitoring the local radio, television stations, NASA Web sites, other communications channels, for example contracting officer notification, that the NASA facility is accessible. Once accessible the contractor shall resume contract performance as required by the contract.

(d) For the period that NASA facilities were not accessible to contractor employees, the contracting officer may—

(1) Adjust the contract performance or delivery schedule for a period equivalent to the period the NASA facility was not accessible;

(e) Notification procedures of a NASA facility closure, including contractor denial of access, as follows:

Web site: http://www.hq.nasa.gov/office/ops/nasaonly/ENSinformation.html .

(End of clause)

H.7 SECURITY PROGRAM/FOREIGN NATIONAL EMPLOYEE ACCESS

REQUIREMENTS (LaRC 52.204-91) (APRIL 2014)

(1) Applicable Definitions:

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 is 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 appointments 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 Langley Research Center by foreign nationals who are bot 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. Center access approval requires a minimum of 5 (five) working days advance notice. Designated country residents 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 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 to 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.

(4) Violation of these 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.8 REQUIREMENTS FOR ACCESS TO NASA LANGLEY RESEARCH CENTER (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:

(d) Visitors without acceptable identity documents require an escort at all times while on the NASA Langley Research Center.

(End of clause)

H. 9 SPECIAL REQUIREMENTS FOR SERVICE CONTRACTS (LaRC 52.211-99)

(FEBRUARY 2012)

(a)…