Stnd Subc TAES RFP 3242025 v.docx

COST PLUS FIXED FEE RESEARCH & DEVELOPMENT SUBCONTRACT WITH A PROFIT ORGANIZATION

STANDARD SUBCONTRACT

Subcontract No. TBD

BETWEEN

CALIFORNIA INSTITUTE OF TECHNOLOGY

JET PROPULSION LABORATORY

4800 OAK GROVE DRIVE

PASADENA, CALIFORNIA 91109-8099

(hereinafter known as “JPL;”

a corporation existing under the laws of the State of California)

AND

TBD

TBD

TBD, TBD, TBD

(hereinafter known as the “Subcontractor;”

a corporation existing under the laws of the State of TBD)

THIS SUBCONTRACT IS FOR

TBD

AND IS A

SUBCONTRACT UNDER JPL's NASA PRIME CONTRACT

SUBCONTRACT CONTENTS

SCHEDULE

ARTICLES

ARTICLE 2. PAYMENT PROVISIONS

ARTICLE 3. SPECIAL PROVISIONS ………………………………………………...8

ARTICLE 4. ALTERATION PROVISIONS …………………………………………12

ARTICLE 5. OPTION PROVISIONS ………………………………………………...14

SIGNATURE PAGE

SUBCONTRACT PROVISIONS AND FORMS SET

The following document set are incorporated into and made a material part of this Subcontract, and can be found at JPL Acquisition’s external website:

https://acquisition.jpl.nasa.gov/terms-conditions/ under “Terms and Conditions”

GENERAL PROVISIONS (GPs) SET FOR COST-REIMBURSEMENT WITH COMMERCIAL ORGANIZATIONS SUBCONTRACTS, dated 12/24.

ADDITIONAL GENERAL PROVISIONS (AGPs) SET, dated 7/19. Note: Only the AGPs listed below are incorporated into this Subcontract:

• Integration of Environment, Safety, and Health into the Contractor's Management

• Limitation of Obligation and Limitation of Funds for Task SWOs

SUBCONTRACT FORMS SET, dated 01/23.

Subcontract No. TBD

ARTICLE 1. STATEMENT OF WORK AND DELIVERY/MILESTONE SCHEDULE

1.0 The Subcontractor shall, as specified by each Subcontract Work Order (SWO) and in accordance with Exhibit 1, SWO Procedure dated TBD:

1.1 Provide the labor, materials, facilities and equipment necessary to perform thermal support activities for JPL including but not limited to:

1.1.1 Development of thermal designs for spacecraft, instruments, and related instrumentation.

1.1.2 Determination of thermal interfaces between instruments and their support structure(s).

1.1.3 Development of plans and/or procedures for thermal analyses and verification testing.

1.1.4 Performance of model correlation and final flight predictions.

1.1.5 Review, evaluation, analysis and reporting on thermal design implementation.

1.1.6 Development of analytical math models representing conductive, convective, and radiative heat transfer both internal and external to the payload.

1.1.7 Determination of heat fluxes, temperature distributions, and gradients for all specified payload components and locations for all flight on-orbit conditions.

1.1.8 Calculation of high-level system energy balance of the analytical thermal math model and display as heat flow maps.

1.1.9 Performance of thermal analyses and/or review of analyses for electronic boards and packaging.

1.1.10 Performance of thermal analyses, design studies, and configuration tradeoffs for both flight and non-flight payloads, instruments, subsystems, and components.

1.1.11 Development of thermal requirements.

1.1.12 Development of Computational Fluid Dynamics models and performance and review of relevant analyses.

1.1.13 Performance of aeroheating thermal analysis for flight payloads, instruments, and spacecrafts.

1.1.14 Performance of thermo-hydraulic modeling of single-phase fluid systems.

1.1.15 Design review support.

1.1.16 Attendance and support of technical meetings by JPL personnel as required.

1.1.17 Support of thermal test planning, development, and execution.

1.1.18 Support of launch and mission operations.

1.1.19 Generate and deliver analytical thermal math models (TMM) using Ansys ® Thermal Desktop software.

1.1.20 Assessment of requirement compliance margin in temperature, temperature stability, heat load, and temperature gradient.

1.2 Comply with the SWO Administration process as follows:

1.2.1 Administer SWOs according to Exhibit I, Subcontract Work Order Procedure dated TBD.

1.2.2 Appoint a Project Manager to be responsible for all work performed under this subcontract, along with authority to acknowledge receipt of SWOs on behalf of the Subcontractor.

1.2.3 Utilize software compatible with JPL strategic software (e.g. but not limited to, Thermal Desktop and NX Space System Thermal.)

1.2.4 Deliver thermal analytical model, if required by the SWO.

1.2.5 Conduct and document telephone conferences or meetings at JPL for the purpose of reviewing and reporting the progress and status of any technical problems as required in the SWO as needed.

1.2.6 Prepare all technical documentation, as outlined in this Statement of Work or as specified in the SWOs, subcontractor format acceptable.

1.3 Comply with SWO Reporting Requirements as follows:

1.3.1 Provide weekly to monthly (at JPL’s discretion) SWO reporting to include technical progress and expenditure.

1.3.2 Provide two electronic copies of a Final Report, as specified in the SWOs and a copy in Microsoft Word or PowerPoint electronic format, including figures and appropriate file listing.

1.4 Meetings

1.4.1 Attend monthly status meetings that shall be conducted via Microsoft Teams to track open SWOs.

1.4.2 Support onsite meetings, at JPL’s discretion, per the SWO.

1.4.3 Support day-to-day technical exchange meetings at the SWO level, as needed.

1.1

2.0 Delivery Requirements

2.1 The Final Incurred Indirect Cost Payment Proposals shall be in accordance with the ALLOWABLE COST AND PAYMENT General Provision of this Subcontract.

Due Date: Six months after expiration of Subcontractor’s fiscal year.

2.2 Except as otherwise provided in this Subcontract, the point of delivery of all supplies deliverable under this Contract, shall be the Jet Propulsion Laboratory, 4800 Oak Grove Drive, Pasadena, California 91109. All such supplies shall be packaged, packed, boxed, and crated in such a manner as to ensure safe delivery and shall be shipped prepaid and at the Contractor’s expense to the point of delivery.

2.2

2.3 The Subcontractor shall provide the Patent Representative as set forth in the Clause entitled “Designation of New Technology Representative and Patent Representative” with the annual and final reports of reportable items described in the Clause entitled “Patent Rights – Retention by the Subcontractor (Short Form).” The Subcontractor shall send copies of transmittal letters for these reports to the Subcontracts Manager (Note: an annual report is not due if there are no reportable items, but the final report must be submitted, regardless, along with a certification of no reportable items).

Annual Report: every 12 months commencing on Date of Subcontract. Due within 30 days after reporting period.

Final Report: Due within 3 months after work completion.

2.4 NASA Form 533M “Monthly Contractor Financial Management Report”

Due: Monthly, by 15th of month after month reported.

2.5 NASA Form 533Q “Quarterly Contractor Financial Management Report”

Due: Quarterly, by 15th of month before quarter reported.

3.0 IT Furnished Systems

The subcontractor shall use JPL-furnished managed systems (to include Virtual Desktops), for the performance of this subcontract. Such managed systems include any hardware, software, or interconnected system or subsystem of equipment that is used to process, manage, access, or store NASA or JPL data, including electronic information. The usage of JPL-furnished managed systems, to include Virtual Desktops shall be used only and solely for the performance of this subcontract. This is applicable if logical access to JPL systems is needed.

4.0 Schedule

4.1 The Subcontractor shall furnish and deliver the supplies and perform the services required by ARTICLE 1, STATEMENT OF WORK, in accordance with the following schedule:

4.1.1 The term of the Subcontract shall commence as of the date of this Subcontract and shall continue in effect through February 5, 2027 or until the date of completion or cancellation of the effort under any SWO then outstanding, whichever is later.

5.0 JPL Will:

5.1 Issue SWOs in accordance with Exhibit I, indicating therein the specific effort(s) to be performed by the Subcontractor.

5.2 Provide all necessary data on the spacecraft and any special analytical-parameter ranges and constraints.

5.3 Maintain close coordination with the Subcontractor via telecommunications and periodic visits to the Subcontractor’s facilities as required.

5.4 Review submitted documentation and provide comments to the Subcontractor or required revisions within two (2) weeks of receipt of the data by JPL.

5.5 JPL will acquire and supply JPL-furnished managed systems and/or Virtual Desktop Infrastructure (VDI) for the performance of this subcontract. This is limited to [select all that apply: laptop or desktop computer systems, mobile devices, tablets, printers, Virtual Desktop Infrastructure (VDI)]]. The deployment of JPL-furnished managed systems and/VDI will be provided as part of the on-boarding process, upon subcontract award.

6.0 Exhibits:

6.1 The following Exhibits are hereby incorporated into and made a material part of this Subcontract:

6.1.1 Exhibit I “Subcontract Work Order (SWO) Procedures,” dated TBD.

6.1.2 Exhibit II “Attachment A-15, Tab 3: Sample Fee Calculation,” dated

TBD.

6.1.3 Exhibit III “JPL Approved IT Security Plan,” dated TBD.

6.1.4 Exhibit IV “Subcontractor Personnel Travel Policy,” dated 08/24

ARTICLE 2 PAYMENT PROVISIONS

1.0 Estimated Cost and Fixed Fee:

Amount Allotted: $ TBD

1.1 Fixed Fee

1.1.1 Adjustment for Task Effort: Subject to any equitable adjustment, which is otherwise provided for under the provisions of this Subcontract, the fixed fee stated above shall remain constant for the performance of the work under this Subcontract. There shall be no adjustment in the amount of fixed fee or any claim for increased fixed fee because of errors or omissions made in computing the estimated cost or the fact that the actual cost varies from the estimated cost.

1.1.2 Payment for Task Effort: The fixed fee payable under this Subcontract shall be paid to the Subcontractor in monthly installments based upon the percentage of work completed as estimated by the Subcontractor and approved by JPL; subject, however, to the provisions of the General Provision Article “Allowable Cost and Payment” of this Subcontract.

1.1.3 Fee Calculation: The following rate table details the direct labor rates, indirect rates, and fee percentage that shall be used for the calculation of fee for each negotiated SWO. This fee calculation methodology supports FAR 16.306 Cost-plus-fixed-fee contracts, which states in part that a cost-plus-fixed-fee contract is a cost-reimbursement contract that provides for payment to the contractor of a negotiated fee that is fixed at the inception of the contract.

Note that, in accordance with NASA’s “Structured Approach Profit/Fee Objective”, fee is not applied to Facilities Capital Cost of Money (FCCM) expense. As a result, FCCM rates are not applicable to the fee calculation.

2.0 Billing Requirements:

Detailed billing instructions, including sample invoices, can be found at the following link:

https://acquisition.jpl.nasa.gov/invoice-services/

Terms of the Subcontract may necessitate billing of costs in more detail than normally required. For example, if the Subcontract provides for authorization of work by Subcontract Work Orders (SWOs), a breakdown of billings by SWO number is required. If cost control is by JPL project/task, cost detail by project/task must be furnished with invoices. In each of these examples an allocation of fee billed to SWO level of JPL project/task level would also be necessary and shall be furnished with fee billings. Also JPL may require labor hours to be submitted by category “A” & “Z”. Graphic, simplified examples of comprehensive cost and fee invoices and backup schedules based on the above instructions may be viewed at https://acquisition.jpl.nasa.gov/download/invoice-services/forms/cost/1v_10_2019_CostPlus_Fee.pdf Terms of subject Subcontract will indicate which of the schedules shall accompany your invoices.

3.0 Allowable Costs.

For the purpose of determining the amounts payable to the Subcontractor under this Subcontract, the allowability of costs shall be determined in accordance with the General Provision (GP) of this Subcontract entitled "Allowable Cost and Payment;" provided, however, that in determining the allowability of costs, the advance understandings, if any, on particular items of cost set forth below shall be given effect. In the event of any inconsistency between such advance understandings and the cost principles referred to in the "Allowable Cost and Payment" GP referenced above, the cost principles shall prevail.

3.1 Direct Costs: No Advance Understanding

3.2 Indirect Costs: No Advance Understanding

4.0 Pre Subcontract Costs

There shall be no allowance for costs incurred prior to the date of this Subcontract. If this Definitive Subcontract has been preceded by a Letter Subcontract, the phrase “date of this Subcontract” as used in this paragraph shall mean the effective date of the Letter Subcontract.

5.0 Tax Reporting and Withholding

In accordance with the “Notice of Potential Tax Withholding” contained in this Subcontract’s “Subcontract Forms Set,” the Subcontractor shall comply with any applicable Federal and State Income Tax reporting and withholding regulations; certain kinds of payments are subject to United States Federal or California State income tax reporting and withholding.

ARTICLE 3. SPECIAL PROVISIONS

1.0 Confirmation of Protection of Third Party Technical Limited Rights Data Restricted Rights Data and Caltech/JPL Proprietary Data

(a) JPL anticipates providing the Subcontractor with third-party Limited Rights or Restricted Rights data. In addition, JPL may provide the Subcontractor with JPL/Caltech Proprietary data. The Subcontractor shall protect this data in accordance with the markings on the data with at least the same degree of care which the Subcontractor applies to its own proprietary data, but with no less than a reasonable degree of care under the circumstances. This data shall only be used for the purposes of this Subcontract and shall be destroyed or returned upon completion of the performance of this Subcontract.

(b) The Subcontractor shall insert this clause or a clause substantially similar in lower-tier subcontracts where the Subcontractor anticipates providing third-party Limited Rights data or Restricted Rights data or JPL/Caltech Proprietary data received from JPL to such lower-tier subcontractors.

2.0 Key Personnel and Facilities

The personnel or facilities, if any, specified below are considered essential to the work being performed hereunder. Prior to removing, replacing, or diverting any of the specified individuals or facilities, the Subcontractor shall notify JPL reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this Subcontract. No diversion shall be made by the Subcontractor without the written consent of JPL, provided that JPL ratify in writing the change. Such ratification shall constitute the consent of JPL required by this clause. The specified personnel below may, with the consent of the Subcontracting parties, be amended from time to time during the course of the Subcontract to either add or delete personnel and/or facilities, as appropriate.

The following Subcontractor personnel shall be considered Key Personnel under this Subcontract:

(Enter list of names; you may also indicate the fraction of full time agreed to, or hours proposed)

3.0 Prohibition On Certain Technology, Telecommunications and Video Surveillance Services or Equipment

Pursuant to FAR 52.204-25 and Section 889(a)(1)(A) & (B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Public Law 115-232), as well as FAR 52.204–23 and National Defense Authorization Act for Fiscal Year 2018 (Public Law 115-91), your organization shall not provide nor cause JPL to use any telecommunications or surveillance equipment, system, or service (or a component thereof) from any prohibited entity, including but not limited to: Kaspersky Labs, Huawei Technologies Company, ZTE corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company (or any subsidiary or affiliate of such entities), or an entity owned, controlled by, or connected to The People’s Republic of China, as determined by the Secretary of Defense. Your organization shall insert the substance of FAR 52.204-25 and FAR 52.204–23 in all lower-tier subcontracts and other contractual instruments, including lower-tier subcontracts and for the acquisition of commercial products or commercial services.

4.0 Security Requirements For Registering Subcontractor’s Information Technology Devices

(a) The Subcontractor shall register their devices with JPL according to whichever of the following two (2) circumstances applies:

(1) Subcontractor has a persistent presence on JPL's unclassified, non-public, internal network (intranet). Persistent presence means access to JPL's intranet is obtained through a direct wired or wireless connection, as opposed to being provided via JPL’s Remote Access service (https://ras.jpl.nasa.gov).

Subcontractor shall take the following action: All affected Subcontractor assets must be identified in the IT Security Database (ITSDB) (https://itsdb.jpl.nasa.gov/itsdb/) and included in an authorized JPL security plan.

OR

(2) Subcontractor does not have a persistent presence on JPL's intranet, if so:

(i) Subcontract shall take the following actions:

• All devices operating for more than one business day within JPL’s internal address space must be registered and approved in the institutional cybersecurity asset repository and operate with a JPL-provided x.509 Device Certificate.

• Connecting to JPL VPN meets this definition.

• Registrations must include primary and alternate media access control (MAC) addresses, hostname, operating system (OS), subcontract number, and contact information for system user/admin/owner.

• Registered and approved devices must be reachable by institutional cybersecurity tools/services when connected to the JPL Network.

• All users on the JPL Network are subject to “Acceptable Use of JPL Computer and Network Resources” (DocID 79016)

• Security patches must be applied within 15 calendar days of release operating systems and applications, including VPN software.

• Antivirus and anti-malware software must be installed and configured on eligible devices.

• Configure to automatically update current definitions.

• Conduct frequent scans (ideally 72-hours, but at a minimum monthly).

• Users must not alter security configurations or device certificates issued by JPL.

• Enable and use encryption for both data at rest and data in transit.

• Full Disk Encryption (FDE) options for data at rest include BitLocker for Windows, FileVault 2 for macOS, and LUKS for Linux

• JPL VPN for remote access

• JPL-approved tools for all other data in transit (e.g., Large File Transfer: https://lft.jpl.nasa.gov)

• Configure local firewall and set policy to default deny.

• Use strong passwords (at least 15 characters) or Multi-Factor Authentication (MFA) on any account used to connect to JPL.

• No unsupported or unlicensed operating system is to be used when connecting to JPL.

• Any suspected or detected cybersecurity incident on a device that connects to JPL shall be reported to the JPL Security Operations Center, via the JPL IT Unified Service Desk (x4-HELP, (818) 354- 4357).

(b) Compliance Requirement

Subcontractor shall select one of the following two options:

(1) Subcontractor provides a certificate of compliance with the current version of NIST 800-53 or NIST 800-171, issued by a United States Government entity (e.g., GSA), whose scope includes the assets that will support this subcontract, OR

(2) Subcontractor coordinates with the Contract Technical Manager to complete a template provided by JPL ITSD that addresses basic aspects of IT security, located at https://itsec.jpl.nasa.gov/vendor.php (then click on “JPL_AGP_Cyber_Review_Template_Rev_41.xlsx”).

5.0 Lower-Tier Subcontracting

The prime contractor will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. JPL encourages the prime contractor to maximize self-performance and participation by similarly situated small businesses.

6.0 Small Business Status

The Subcontractor’s certified status as a Small Business in accordance with Federal procurement requirements is a fundamental characteristic because JPL is committed to meeting the small business procurement goals set forth in JPL/Caltech’s prime contract with NASA. If at any time during the performance of this subcontract, the Subcontractor is reclassified as an Other-Than-Small-Business, JPL reserves all rights to identify additional Small Business sources with whom JPL may negotiate a replacement Subcontract during the five-year period of performance.

ARTICLE 4. ALTERATION PROVISIONS

1.0 “Additional Data Requirements” Clause

Paragraphs (a) and (d) of the clause of this Subcontract entitled “Additional Data Requirements” are deleted, and the following paragraphs are substituted:

(a) In addition to the data (as defined in the “Rights in Data—General” clause or other equivalent included in this Subcontract) specified elsewhere in this Subcontract to be delivered, JPL may at any time during Subcontract performance or within a period of (5 years) after acceptance of all items to be delivered under this Subcontract, order any data first produced or specifically used in the performance of this Subcontract.

(d) The Contracting Officer through JPL may release the Subcontractor from the requirements of this Article for specifically identified data items at any time during the (5 years) period set forth in paragraph (a) above.

2.0 “Security Requirements” AGP

Security Requirements

The following paragraph (e)is added to the Additional General Provision entitled FAR 52.204-2 "Security Requirements:" (Aug 1996)

(e) The Subcontractor, or any of its personnel, shall not have access to any classified information and shall not perform any classified work under this Subcontract until notified by the cognizant JPL Subcontracts Manager that all security clearance processing has been completed.

3.0 Termination - Cost Subcontract with Task SWOs

In the GP clause entitled FAR 52.244-6 “Termination (Cost Reimbursement)” (May 2004),” paragraph (h)(4) is deleted and substituted with:

(4) A portion of the fees payable under this Subcontract, payable as follows:

(A) In the event of the termination of this Subcontract for the convenience of JPL or the Government and not for the default of the Subcontractor, there shall be paid:

(i) A fixed fee for each SWO equal to the full fixed fee for the SWO multiplied by the percentage of work completed under the SWO less any fixed fee payment(s) previously made under the SWO; and

(B) In the event of the termination of this Subcontract for the default of the Subcontractor, there shall be paid:

(i) A full fixed fee for each fully completed SWO less any fixed fee payment(s) previously made under each SWO.

4.0 Delegation of Duties

The Subcontractor is prohibited, without prior written JPL consent, from delegating any part of the duties required of it by this Subcontract, and is prohibited from assigning the Subcontract, in whole or in part, to another person or business entity; provided, however, that nothing contained herein shall be deemed to prohibit the Subcontractor from placing purchase orders and lower-tier subcontracts, subject, however, to the clause of this Subcontract entitled "lower-tier subcontracts," if any. Delegation of duties without such consent is void

ARTICLE 5. OPTION PROVISIONS

1.0 JPL shall have the option to modify this Subcontract to extend the subcontract end date and increase the subcontract value. The option(s) may be exercised at any time prior to the scheduled end-date of the subcontract by JPL issuing a Subcontract Unilateral Modification. Except for the below modifications, all terms and conditions of this Subcontract shall remain the same.

Update Article 1, Statement of Work, Paragraph 4.0, as follows:

4.1 The Subcontractor shall furnish and deliver the supplies and perform the services required by ARTICLE 1, STATEMENT OF WORK, in accordance with the following schedule:

4.1.1 The term of the Subcontract shall commence as of the date of this Subcontract and shall continue in effect through February 5, 2028 or until the date of completion or cancellation of the effort under any SWO then outstanding, whichever is later.

Update Article 2, Payment Provisions, by increasing the amounts in Paragraph 1.01 as follows:

1.0 Amounts to be increased in the Estimated Cost and Fixed Fee and Amount Allotted if Option 1 is exercised:

Amount Allotted: $ TBD

Update Article 1, Statement of Work, Paragraph 4.0, as follows:

4.1 The Subcontractor shall furnish and deliver the supplies and perform the services required by ARTICLE 1, STATEMENT OF WORK, in accordance with the following schedule:

4.1.1 The term of the Subcontract shall commence as of the date of this Subcontract and shall continue in effect through February 5, 2029 or until the date of completion or cancellation of the effort under any SWO then outstanding, whichever is later.

Update Article 2, Payment Provisions, by increasing the amounts in Paragraph 1.01 as follows:

1.0 Amounts to be increased in the Estimated Cost and Fixed Fee and Amount Allotted if Option 2 is exercised:

Amount Allotted: $ TBD

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as of the below “JPL Signature Date.”

SUBCONTRACTOR NAME

Signature & Date:

Type/Print Name:

Type/Print Title:

JET PROPULSION LABORATORY

Signature & Date:*

Type/Print Name:

Type/Print Title:

*JPL Signature Date: The JPL Signature Date is the effective date of the subcontract.

NOTE: Pursuant to the Subcontract’s General Provisions entitled “Authority of JPL Representatives” and “Technical Direction” the following applies:

Only the following or their Designated Alternates can authorize Subcontract changes, in writing, via JPL-issued modifications to the Subcontract: JPL Subcontracts Manager, Acquisition Management, JPL’s Director/Deputy Director/Chief Financial Officer.

Minor technical changes not affecting the scope or cost of the Subcontract may be made by the JPL Cognizant Technical Manager (or Designated Alternate), but only in writing via the “Technical Direction Memorandum” (Form JPL 2084).

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