TBD-B-2.02 Task-Based Standard Subcontract 02.25.25.docx

TIME & MATERIAL SUBCONTRACT

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

TASK-BASED 5X MISSION ASSURANCE SUPPORT SERVICES

AND IS A

SUBCONTRACT UNDER JPL's NASA PRIME CONTRACT

CONTENTS

SCHEDULE

ARTICLES

ARTICLE 2. PAYMENT PROVISIONS

ARTICLE 3. SPECIAL PROVISIONS ……………………………………………….14

ARTICLE 4. ALTERATION PROVISIONS …………………………………………25

ARTICLE 5. OPTION PROVISIONS ………………………………………………...29

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 LABOR-HOUR/TIME-AND-MATERIAL SUBCONTRACTS, dated 12/24.

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

• Acquisition of EPEAT-Registered Personal Computer Products

SUBCONTRACT FORMS SET, dated 01/23.

Subcontract No. TBD

ARTICLE 1. STATEMENT OF WORK AND DELIVERY/MILESTONE SCHEDULE

1.0 The Subcontractor shall perform tasks in support of non-flight and flight areas of engineering, inspection and testing support to the extent requested by the Mission Assurance Support Services Subcontract.

The Subcontract labor category applicable for this Subcontract is category Z – Task-based. Task-based Affiliate: Subcontractor personnel who do not work closely with JPL and who are given a specific task statement of work, deliverable, number of hours, and limited guidance. Day-to-day duties are managed by the Subcontractor, not JPL. Affiliate resumes are not reviewed by JPL nor will JPL select Subcontractor personnel that are task-based.

This Subcontract does not represent an exclusive agreement to supply all of the support personnel defined in this document and related exhibits; other subcontracts at JPL may supply other support type personnel, as needed.

In performing the above, the Subcontractor shall:

1.1 The Subcontractor shall provide technical, engineering, and scientific support services in the areas of, but not limited to: reliability engineering analysis (REA), system reliability, problem failure accountability & reporting (PFA) /thermal environments, environmental requirements engineering (ERE), natural space environments (NSE), electromagnetic compatibility (EMC), probabilistic risk assessment (PRA), product assurance, quality assurance, parts and component engineering, system safety engineering, structural finite-element analysis (FEA) engineering, and mechanical hardware engineering as directed by JPL. All of the support areas listed above may require the need for Top Secret – Sensitive Compartmented Information (TS-SCI) clearances of personnel.

1.1.1 Perform reliability engineering analyses (REA) which include as a minimum, worst case analyses (WCA), electronic parts stress analysis (EPSA), piece part, unit and system-level failure modes effects and criticality analyses (Interface and system FMECAs), ground support equipment (GSE) failure modes and effects analysis (FMEA), and single event effects analysis (SEEA); prepare reliability documentation and presentations, review problem failure reports in support of JPL Flight Projects and FTAs (fault tree analyses).

1.1.2 Provide system reliability support to include electrical and mechanical systems analysis and reporting, systems requirements development, tracking and documentation.

1.1.3 Process and maintain problem/failure accountability (PFA) and test status documentation.

1.1.4 Assist JPL in the development of Probabilistic Risk Assessment (PRA) guidelines and requirements for JPL Flight projects and by performing PRAs.

1.1.5 Determine and evaluate flight/launch thermal environments. Specify environmental design and test requirements in support of JPL Flight Projects.

1.1.6 Assist JPL in ensuring all flight hardware are fully compatible with anticipated mission environments including environmental design and verification, planning, identifying, tracking and managing risks and relevant testing and documentation.

1.1.7 Determine and evaluate natural space environments. Specify environmental design requirements in support of JPL Flight Projects.

1.1.8 Determine and specify electromagnetic compatibility (EMC), environmental design, and test requirements. Perform circuit and electromagnetic field analysis, prepare plans and procedures, and perform EMC and magnetic testing for JPL Flight projects and instruments.

1.1.9 Support quality assurance requirements to JPL flight projects and perform quality inspections and certifications to space flight hardware and/or software.

1.1.10 Support components and parts engineering requirements to JPL flight projects including radiation analysis.

1.1.11 Support system safety engineering and advise, develop and implement efficient and effective safety programs including evaluate and assess hazards associated with systems design and prepare safety compliance documentation.

1.1.12 Provide structural FEA and stress analysis support to spacecraft, payload, and instrument flight projects.

1.1.13 Provide mechanical hardware development and delivery support, including design, built, assembly, and test (DBAT) and integration, in support of flight projects.

1.2 In performing the above, the Subcontractor shall:

1.2.1 Provide qualified personnel in accordance with Exhibit 1 entitled, "Job Classification and Qualification Guidelines for Subcontractor Personnel." Provide recruiting and Subcontractor personnel in accordance with the negotiated staffing plan and authorized by Subcontract Work Orders (SWOs). At times, it may be required by JPL to add staff within fifteen (15) business days or reduce staff with (3) business days in accordance with Exhibit 2, “Subcontract Work Order Procedure.”

1.2.1.1 All non-JPL specific training and professional development shall be provided at the Subcontractor’s own expense.

1.2.2 Perform tasks within the general scope of this Subcontract that are defined in SWOs in accordance with Exhibit 2 entitled, "Subcontract Work Order Procedure (Labor-Hour/T&M Subcontract)."

1.2.3 Designate an Operations Manager who will be responsible for oversight of the following areas:

1.2.3.1 Manage technical tasks and oversee administrative matters, including billing issues, for Subcontractor personnel performing work under this Subcontract, along with the authority to sign SWOs on behalf of the Subcontractor.

1.2.3.2 Prior to the hire of a former JPL employee, the Subcontractor shall notify the JPL SCM and adhere to JPL’s Former Employee Assessment Team (FEAT) process which requires engagement with JPL Ethics and HR teams to ensure the former JPL employee meets the required cooling off period and screening for eligibility for rehire.

1.2.3.3 Manage Subcontractor personnel assigned to perform work at a JPL Sensitive Compartmented Information Facility (SCIF).

1.2.3.4 Resolve lower-tier performance and personnel issues which may arise at JPL or work performed on JPL's behalf.

1.2.3.5 Document and deliver documents and reports as specified in paragraphs 1.3, 1.4 and 1.5 to the JPL representative.

1.2.3.6 Provide training in accordance with the following:

1.2.3.6.1 Subcontractor personnel may be required to attend training seminars, classes, symposiums, technical exhibits, or other related training functions necessary to maintain unique technical skills required by JPL on a SWO basis. Unique Training Skills are specific to JPL and may not be applicable to another organization. The Subcontractor is responsible for coordinating such training, including but not limited to transportation, lodging, tuition, etc. This training will be identified, authorized, and funded on the individual SWO.

1.2.3.6.2 Generic Training Skills are general job skills that personnel are expected to possess to perform work (for example Microsoft Office, Computer Aided Design and Analysis tools, etc.). The Subcontractor is responsible for providing this training. This training will not be specified on the individual SWO.

1.2.3.6.3 Subcontractor personnel are expected to be trained and qualified for the tasks to be performed and to maintain state-of-the-art expertise. All non-JPL specific training and processional development shall be provided at the Subcontractor’s own expense.

1.2.3.6.4 Subcontractor and personnel are expected to be trained on co-employment risk mitigation and the inherent risks with CAT A - staff augmentation affiliates at JPL. The Subcontractor is responsible for providing this training at their own expense. This training will not be specified on the individual SWO.

1.2.4 Provide qualified Top Secret – Sensitive Compartmented Information (TS-SCI) cleared Subcontractor personnel if/when requested.

1.2.6.1 Provide a Facility Security Officer (FSO).

1.2.5 Collect all JPL provided equipment and materials from Subcontractor personnel including, but not limited to: Laptops, RSA Tokens, JPL Badges, Cell Phones, etc.

1.3 The Subcontractor shall provide the following documents and support to the JPL Technical Task Manager, for each SWO:

1.3.1 Analyses and documentation reporting the results of the analyses to the items in Article 1, paragraph 1.1, as requested.

1.3.2 Attend JPL technical meetings, as appropriate, to complete the above support, as needed.

1.3.3 Travel to domestic and foreign locations to perform work as designated by JPL.

1.3.4 Provide weekly progress reports: (1) electronic report summarizing all Subcontractor personnel tasks by JPL Work Order (reference Exhibit 4 “Sample Weekly Summary Report”). The Summary report will be discussed during weekly meetings with the Contract Technical Manager (CTM) and Technical Task Managers for the purpose of reporting progress and status of any cost, schedule or technical problems associated with SWO assignments.

1.4 The Subcontractor shall furnish the following documents to the JPL CTM:

1.4.1 Electronic monthly report containing the hours worked by task title.

1.4.2 Notification of Proposed Changes: Written notification of proposed changes to billing rate of Subcontractor personnel during this period of performance shall be provided to the Contract Technical Manager.

1.5 The Subcontractor shall furnish electronic copies of the following documents shown in the indicated Exhibits to the Subcontracts Manager (SCM) and provide a copy to the JPL CTM:

1.5.1 Monthly Status and Cost Report Summary (Exhibit 7)

1.5.2 Monthly Status and Cost Report (Exhibit 8)

1.5.3 A copy of the Notification of Proposed Changes, as required per 1.4.3 above.

1.6 Supplemental Travel Requirements

1.6.1 The Subcontract must comply with Article 2. Payment Provisions, Subparagraph 8.0, Subcontractor Travel, Subsistence and Per Diem and Exhibit No. 10 entitled "Subcontractor Personnel Travel Policy (Form JPL 7279,” dated 08/24).

1.6.2 For both domestic and foreign travel, the Subcontractor shall provide a travel proposal for SCM review and approval prior to travel.

1.7 Supplemental Travel Reimbursement

1.7.1 Reimbursement will be allowed according to Article 2. Payment Provisions, Subparagraph 8.0, Subcontractor Travel, Subsistence and Per Diem and Exhibit No. 10 entitled "Subcontractor Personnel Travel Policy (Form JPL 7279,” dated 08/24.

1.7.2 Kennedy Space Center - Due to year-round demand in the Kennedy Space Center area, the actual cost of lodging, up to 100% of the lodging portion of the maximum per diem rate, shall be paid for the duration of the assignment, and does not require advance approval.

1.7.3 Layover - For direct international flights (a single flight or multiple segments) that total ten (10) hours or more of elapsed flying time (actual time an airplane spends in the air, as opposed to time taxiing to and from the gate and during stopovers) one layover day is permitted each way. The layover may be taken at any intermediate point where the flight segments terminate, or at the final destination. A layover day cannot be taken in conjunction with personal time.

1.7.4 Home/Guest Visit - One home/guest visit shall be allowed for the traveler, or a qualifying guest, for each complete 30-day period on assignment.

1.7.4.1 Qualifying guests are limited to immediate family members defined as the traveler’s parents, stepparents, grandparents, sisters, brothers, spouse/domestic partner, children, stepchildren, grandchildren, and the traveler’s spouse/domestic partner’s parents or grandparents, or any other person residing in the traveler’s household.

1.7.4.2 A home visit is defined as a trip taken by the traveler to the point-of-origin, and back to the remote location.

1.7.4.3 A guest visit is defined as the traveler’s qualifying guest traveling to the remote location, and back to the guest’s point-of-origin.

1.7.4.4 Home/guest visit reimbursable expenses shall include one-round trip airfare (originating from either direction) up to the current reimbursable airfare allowed between the traveler’s point-of-origin and the remote location, plus ground transportation to and from the airport.

1.7.4.5 Home/guest visits shall be utilized within the performance period of the remote assignment.

1.7.4.6 No home/guest visits shall be reimbursed in advance of the completion of the 30-day period during which it is earned.

1.7.4.7 The qualifying guest’s name and relationship to the traveler shall be included on both the applicable Travel Request and Travel Expense Report.

1.8 Shipment Destination:

1.8.1 Alternative Fridays JPL will be closed except for time-critical project activities and for receiving special shipments (e.g., FedEx, UPS, etc.). If such shipments cannot be avoided to JPL on Friday closures, they must be scheduled in advance with JPL Receiving (8:00 AM – 3:30 PM PT) at 818-393-5544 or 818-354-7784. There will be no JPL outgoing shipments.

1.8.2 Except as otherwise provided in this Subcontract, the point of inspection, acceptance and delivery of all items/supplies deliverable under this Subcontract shall be the Jet Propulsion Laboratory, 4800 Oak Grove Drive, Pasadena, California 91109. Any/all such supplies shall be packaged, packed, boxed, or crated in such a manner to ensure safe delivery and shall be shipped prepaid and at the Subcontractor’s expense to the point of delivery.

1.9 Delivery Requirements

1.9.1 Time is of the essence in the performance of this Subcontract.

1.9.2 The term of this Subcontract shall commence as of the date of this Subcontract and shall continue through TBD, or the date of completion or cancellation of the effort under any SWO then outstanding. In no event shall JPL issue any SWO nor should the Subcontractor perform work on any SWO issued after TBD, unless authorized by an Option extension. If authorized, no SWO shall be issued beyond the end-date of any Option extension or be completed beyond 90 days from the Option extension end-date.

1.9.3 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: within 3 months after work completion.

1.9.4 Contractor-Held Asset Tracking System (CHATS) Report (https://acquisition.jpl.nasa.gov/terms-conditions/

Monthly, 3 business days after month reported.

1.9.5 Nondiscrimination and Equal Employment Opportunity Compliance Plan The Subcontractor shall provide JPL with copies of related company policies including all updates and changes. Reference Exhibit 18.

Due before Subcontract commencement. Changes or updates to policies shall be provided to JPL.

2.0 JPL will:

2.1 Designate a CTM who will monitor performance of the Subcontractor for compliance with the requirements of this Subcontract.

2.2 Assign Technical Task Managers according to the appropriate technical discipline. The Technical Task Manager will coordinate with the Operations Manager to:

2.2.1 Provide documentation, standards and approvals necessary for the performance of work assigned.

2.2.2 Act as a reviewer or designate a JPL reviewer to provide comments or approval to Subcontractor work products within two (2) weeks of receipt of the data by JPL or as required otherwise.

2.2.3 Be responsible, with the support of the CTM, SCM and Operations Manager, for the resolution of anomalies associate with the SWO or deliverables.

2.2.4 Schedule and facilitate Quarterly Management Review meetings to discuss cost, workforce, overtime, schedule, receivables, deliverables, issues, concerns, mitigation plans, organization updates, etc. at JPL’s discretion.

2.3 Designate a Subcontracts Manager (SCM) with authority to administer the Subcontract in all its aspects, other than those of a technical nature. In this capacity, he/she is authorized, on behalf of JPL to:

2.3.1 Transmit all Subcontract modifications and Subcontract Work Orders.

2.3.2 Process all Subcontract contractual correspondence.

2.3.3 Review and approve travel requests.

2.4 Issue SWOs in accordance with Exhibit 2, indicating the specific effort(s) to be performed.

2.5 Provide affiliate badges as per Exhibit 12.

2.6 Provide annual performance reviews, including but not limited to:

2.6.1 JPL Internal Survey from Technical Managers regarding performance.

2.6.2 Performance Indicators including but not limited to completing tasks on time, within budget, and quality of deliverables, etc.

2.7 Furnish all required JPL specific supplies, tools, and equipment (except for personal protective equipment) and will provide the necessary facilities for the performance of work when required to be performed at JPL or JPL-controlled facility.

2.8 In accordance with JPL GP titled “Timekeeping and Payments” and FAR 52-215-2, Audit and Records”, at any time before final payment under this Subcontract, JPL may audit or have audited the invoices and supporting documentation at JPL’s discretion.

3.0 Exhibits

The following exhibits and attachments are hereby incorporated into and made a material part of this Subcontract:

3.1 Exhibit 1- “Job Classification and Qualification Guidelines for Subcontractor Personnel Rev. 1,” 1/25.

3.2 Exhibit 2- “Subcontract Work Order Procedure (Labor-Hour/T&M Subcontract),” 10/24.

3.3 Exhibit 3 – “Sample Subcontract Work Order,” 10/24.

3.4 Exhibit 4 – “Sample Weekly Summary Status Report,” 10/24.

3.5 Exhibit 5 – “Jet Propulsion Laboratory- Five-Year Fiscal Calendar; 16-020,” 10/24.

3.6 Exhibit 6 – “Software License Agreement for Use of JPL-Furnished Software (for JPL Subcontracts),” JPL Form 1001-Sub, 11/17/16 (Lower-tiers TBD)

3.7 Exhibit 7 – “Monthly Status and Cost Report Summary,” 10/24.

3.8 Exhibit 8 – “Monthly Status and Cost Report,” 10/24.

3.9 Exhibit 9 – “Cost Element Breakdown (Form JPL 0549-A15), dated TBD” [Subcontractor Provided]

3.10 Exhibit 10 – “Subcontractor Personnel Travel Policy,” 08/24.

3.11 Exhibit 11– “JPL Information Technology Security Requirements,” 11/24.

3.12 Exhibit 12 – “Unescorted Access: Subcontractor Badging Instructions and Requirements,” JPL Form 7394-Sub, 04/22.

3.13 Exhibit 13 – “ELI Template Requirements,” 10/24.

3.14 Exhibit 14 – “Organizational Conflict of Interest (OCI) Plan,” dated TBD. [Subcontractor Provided]

3.15 Exhibit 15– “JPL Subcontractor Environmental, Health, and Safety Requirements,” Form 2885, 10/23.

3.16 Exhibit 16 – “Department of Defense Contract Security Classification Specification DD Form 254 Rev. TBD,” (maintained and stored by Special Programs – JPL’s Protective Services Division), dated TBD.

3.17 Exhibit 17 – “Standards of Conduct and Procedures for Handling Subcontractor Personnel Problems, Discipline, and Separation, JPL Form 4412-B11,” dated 2/24.

3.18 Exhibit 18 – “Nondiscrimination and Equal Employment Opportunity Compliance Plan,” dated TBD. [Subcontractor Provided]

ARTICLE 2. PAYMENT PROVISIONS

1.0 Pricing and Funding Issues:

1.1 The ceiling price is $ TBD.

1.2 The total ceiling price of this Subcontract is the sum of the individual Subcontract Work Order (SWO) prices not to exceed the ceiling price above. Issuance of this Subcontract assumes no minimum guarantee of SWOs or minimum total Subcontract price.

1.3 Each SWO will be separately issued and negotiated in advance for work contemplate in accordance with specific SWO requirements and fixed rates included in Paragraph 4.0 below.

1.4 Subcontractor Labor Category (SLC) applicable to this Subcontract: SLC = Z

2.0 Payment

2.1 Payment will be made for services or deliverable items completed by the Subcontractor and accepted by JPL in accordance with each SWO and the instructions in Article 1, paragraph 1.7 Delivery Requirements.

2.2 Reimbursement Limited by SWOs: The Subcontractor shall not be reimbursed for any additional effort worked beyond what JPL authorizes on individual SWOs. The Subcontractor shall be responsible for any such unauthorized work or incurred costs by their personnel.

3.0 Invoicing Instructions

3.1 The Subcontractor shall maintain an accounting and billing system to accurately and timely capture the actual costs at the authorized project/task level for each SWO. The Subcontractor shall ensure the actual costs and estimated cost-to-complete do not exceed the authorized Estimated Expenditure on each SWO.

3.2 Invoices for Labor Hours: The Subcontractor shall electronically submit all invoices for labor hours worked through the Electronic Invoicing (ELI) application on a weekly basis. Sunday shall be the fiscal week ending date for the ELI submission. Invoice submissions are required by 3:00 pm on Tuesday following the end of the previous week in which the costs were incurred. Invoices must be in Excel format and conform to the ELI template in Exhibit 13.

3.3 Invoices for Other Allowable Costs: The Subcontractor shall electronically submit all invoices for costs other than labor hour, such as travel, conferences, classes, and Other Direct Costs, through the ELI application. Receipts for these costs shall be submitted to Invoice Management Section, M/S 601-208, 4800 Oak Grove Drive, Pasadena, California 91109.

3.4 Rejections: When the ELI program is unable to process an invoice line, the program generates a rejection. The Subcontractor shall view the accepted and rejected invoices using the ELI application. The Subcontractor is responsible for correcting all rejections within 30 days. Any resubmitted invoices charging a different JPL project number and/or different task number than originally reported on the Subcontractor employee’s timecard must be certified by the Subcontractor employee, and such certification must be retained in the records of the Subcontractor.

3.5 Late Cost Submittals: If additional labor costs are to be submitted applicable to a previous time period, the new costs must be submitted using an amended invoice number, such as adding -1 to the original invoice number. All costs must be submitted to JPL within 90 days of the date the cost were incurred. Invoices submitted and the resubmissions of the exceptions after 90 days are considered late and will not be honored for payment.

3.6 Reconciliation Reports: A monthly Summary Reconciliation Report shall be submitted by the fifth working day following the week ending of each JPL fiscal month.

3.7 Annual Claim of Costs Incurred: The Subcontractor shall submit an Annual Claim of Costs Incurred based on JPL’s fiscal year. The claim shall be submitted by January 31 of the following year to the Subcontract Audit Compliance Group and the Subcontracts Manager.

4.0 Subject to the provisions of the General Provision of this Subcontract entitled “Timekeeping and Payments,’ the Institute shall pay the Subcontractor for each hour of work directly performed for JPL at the rate or rates listed in the applicable SWO. The rate or rates applicable to each SWO shall be as agreed upon by the Subcontractor and JPL; provided that the portions of such rate or rates attributable to direct labor rates shall be within the labor classification rate ranges set forth in Exhibit 9, entitled “Cost Element Breakdown (Form JPL 0549-A15),” and further provided, that the charges for indirect expenses and profit shall be as set forth in Exhibit 9. Except as otherwise specifically provided for in this Subcontract, these rates include any and all direct cost, burden, overhead, general and administrative expense, and profit chargeable by the Subcontractor to the Institute under this 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.

6.0 No materials or other tangible personal property are being purchased by JPL under this Subcontract and none are authorized to be delivered under this Subcontract.

7.0 Reserved

8.0 Subcontractor Travel, Subsistence and Per Diem

The Subcontractor shall be reimbursed for authorized travel, subsistence and per diem in accordance with Exhibit No. 10, entitled "Subcontractor Personnel Travel Policy (Form JPL 7279, R 8/11),” dated 08/24, which is hereby incorporated into and made a part of this Subcontract. The Exhibit incorporates the limitations of Federal Acquisition Regulation (FAR) 31.205-46.

Upon completion of travel, the Subcontractor shall provide, with any invoice for travel, a copy of a "Subcontractor Travel Expense Report” in accordance with the above-referenced “Instructions.” Payment of travel costs based on the "Higher Actual Cost Method" requires that a copy of a written justification, as required by FAR, approved by an officer of the subcontractor's organization or designee, be provided with any invoice for such travel.

ARTICLE 3. SPECIAL PROVISIONS

1.0 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:

2.0 Overtime Requirements

Subcontractor personnel assigned to this Subcontract shall be reimbursed by the Subcontractor for overtime in accordance with applicable State and Federal Laws and Regulations.

JPL shall only reimburse the Subcontractor at the employee straight time rates unless, pursuant to applicable State or Federal Law(s), Regulations or Wage Orders (including, but not limited to, the Service Contract Act, the Fair Labor Standards Act, and California IWC Wage Orders) the Subcontractor is required to pay its employee(s) at higher (time-and-one-half or double time) rates. Additionally, JPL reimbursement of the Subcontractor for any such overtime remains strictly subject to the limits stated in the three paragraphs immediately below. Nothing in this paragraph or in the three paragraphs immediately below is intended to change the Subcontractor’s obligations to pay its personnel assigned to this Subcontract overtime under the paragraph immediately above, and State and Federal Laws, Regulations, and Wage Orders.

Only overtime authorized by JPL is payable by JPL.

Only time actually worked on this Subcontract shall be considered as time worked for computing overtime reimbursable to the Subcontractor by JPL.

Profit dollars reimbursable for overtime work shall not exceed the profit dollars reimbursable for straight-time work.

Profit dollars reimbursable for overtime work shall not exceed the profit dollars reimbursable for straight-time work.

3.0 Approval of Time Worked

The Subcontractor’s Operations Manager, or his/her designee, shall approve all time worked for all their personnel.

4.0 Lower-Tier Subcontracting

4.1 In performance of this subcontract, at least 51 percent of the cost of contract performance incurred for personnel, shall be expended for employees of the Subcontractor. (Reference FAR 52.219-14(b)(1)).

4.2 Flow down the following language to any lower-tier subcontractor:

NON-SOLICITATION OF PERSONNEL OR CLIENTS

During the term of this Subcontract and for a period of one year after its termination, Lower-Tier agrees that it will not hire or solicit for hire any of [NAME] personnel, consultants, or any of the other lower-tier firm’s personnel in the same job classification and/or level.

5.0 Lower-tier Subcontractors: Support Services Performed by Individuals

If any lower-tier subcontractor (including 1099 self-employed individual, freelancer, or independent contractor) is utilized for support services to perform the scope of work in this Subcontract performed by individuals, the Subcontractor shall obtain JPL advance consent for any such lower-tier subcontracts.

6.0 Conduct and Separation

All Subcontractor personnel working in-residence at a JPL facility shall be expected to conduct themselves in accordance with JPL standards of conduct, as described in “Standards of Conduct and Procedures for Handling Subcontractor Personnel Problems, Discipline, and Separation” (Form JPL 4412), which is incorporated into this Subcontract. The Subcontractor shall be responsible for ensuring that its personnel perform their JPL work assignments and conduct themselves in a manner acceptable to JPL. JPL may require the Subcontractor to separate any Subcontractor personnel from a JPL work assignment at any time for any lawful reason. In the event of such separation, the Subcontractor shall have responsibility for reassigning or terminating such Subcontractor personnel.

7.0 Subcontract Phase-out

7.1 The Subcontractor agrees that any period within the last six (6) months of the Subcontract may be considered by JPL to be a phase-out period of the Subcontractor. The purpose of such phase-out period is to allow JPL to introduce a new Subcontractor into performance of work of any kind and type provided hereunder. The Subcontractor agrees to use its best efforts to effect an orderly and efficient transition from the Subcontractor and its personnel to such performance of work by other personnel, either engaged directly by JPL or employed by some other Subcontractor selected by JPL.

7.2 The Subcontractor agrees to fully cooperate with JPL and any successor Subcontractor to further the objectives stated in paragraph 7.1 above. In this regard, the Subcontractor shall make available any and all records or other data, which may be required to properly ascertain the earned benefits of the leased personnel and his/her relative position within the fringe benefit program of the Subcontractor and allow either JPL or a successor Subcontractor to conduct on-site interviews with these Subcontractor personnel. If selected leased personnel are agreeable to the change, the Subcontractor shall release them at a mutually agreeable date.

8.0 Prohibition of Business Solicitation

8.1 As a condition for working at JPL, all leased personnel shall be required to agree not to pursue any business matters for the purpose of private gain while working at a JPL-specified location. Such business matters shall include, but not necessarily be limited to, contacting JPL or leased personnel for purposes of:

8.1.1 Increasing or extending the effort under the Subcontract

8.1.2 Creating new or additional business

8.2 Failure to agree or comply with this condition shall prohibit the leased personnel from working at JPL.

9.0 Federal and State Wage and Hour Laws

The Subcontractor shall comply with all Federal and State wage and hour laws

10.0 Organizational Conflicts of Interest

10.1 Definitions:

10.1.1 Organizational Conflict of Interest – A situation where a subcontractor’s responsibilities to JPL pursuant to its subcontract conflict with, or appear to conflict with, the subcontractor’s own organizational interests.

10.1.2 Unequal Access to Information – A situation in which a subcontractor has access to nonpublic information through its performance of a JPL subcontract that may provide that subcontractor with a competitive advantage in a later JPL subcontract solicitation.

10.1.3 Biased Ground Rules – A situation where a subcontractor, through its performance of a JPL subcontract, can influence the ground rules for a later JPL subcontract solicitation by, for example, developing or otherwise providing input into the development of the statement of work or specifications for the subcontract that will result from that solicitation.

10.2 JPL has determined there is a potential for an Organizational Conflict of Interest (OCI) to arise from the Subcontractor’s effort pursuant to Article 1 of this Subcontract. In particular, performance under Article 1 of this Subcontract may provide the Subcontractor with Unequal Access to Information or an opportunity to create Biased Ground Rules.

10.3 If the Subcontractor, through performance of tasks pursuant to this Subcontract, is provided with the opportunity to create Biased Ground Rules, JPL may deem the Subcontractor ineligible to participate in the resulting JPL subcontract solicitation unless the Subcontract has followed the OCI Avoidance Plan (OCI AP). The Subcontractor’s OCI AP is hereby incorporated and made a material part of this Subcontract by reference, as Exhibit 16, and shall be in compliance with the General Provision (GP) entitled “Handling and Protection of Restricted Information”. The Subcontractor shall comply with all procedures and obligations specified in the OCI AP.

10.4 The Subcontractor shall maintain written COI AP procedures. The written procedures shall address policies and procedures that will “firewall” any employees identified as having a potential OCI for the rest of the organization, in order to eliminate or mitigate potential conflicts.

10.5 Although JPL may identify potential conflicts to the Subcontractor, it is incumbent upon the Subcontractor to review the work to be performed under this Subcontract to identify potential conflicts and comply with the terms of this provision in connection therewith. All Subcontractor communications regarding or pursuant to this provision shall be in writing and directed to the attention of the JPL Subcontracts Manager.

10.6 JPL expresses no opinion here whether subcontractor’s OCI mitigation plan would obviate a potential OCI in relation to FAR 9.5 principles.

11.0 The Subcontractor is required to flowdown NFS 1852.225-70 “Export Licenses (Feb 2000)” to all lower-tiers under this subcontract. All lower-tiers must also flow this down to any of their subs or contractors. It is the Subcontractor’s responsibility to ensure that all lower-tiers receive, and affirm, this requirement. The Subcontractor must affirm with JPL that all lower tier subs and contractors have accepted this requirement.

12.0 Government Property Transfer:

Accountability for all Government-owned property acquired under Subcontract No. (*) is hereby transferred to Subcontract No. (*), effective the date of this subcontract action. The transferred property specified below is for use in the performance of this Subcontract and is subject to the Subcontract's "Subcontract Forms Set," Section 3, "Management of Government Property in the Possession of Subcontractors."

Transferred Government Property to this Subcontract From:

Subcontract No.

Gov’t ID No.

Nomenclature Model Serial No.

Qty Value

13.0 Personnel Processing

Subcontractor personnel shall report to the JPL Security Group Office for:

13.1 Check-in processing before commencing work, and

13.2 Check-out processing when terminating.

Separation check-out will include the return of all Government property and badges, documents, and tools that may have been provided by JPL during each individual’s performance under this Subcontract.

14.0 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.

15.0 Security or Privacy Safeguards

The Subcontractor shall not publish or disclose in any manner, without the Subcontracts Manager’s written consent, the details of any safeguards either designed or developed by the Subcontractor under this Subcontract or otherwise provided by JPL.

To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of JPL data, the Subcontractor shall afford JPL access to the Subcontractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases.

If new or unanticipated threats or hazards are discovered by either JPL or the Subcontractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.

16.0 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”).

17.0 Software Furnished by JPL

The Subcontractor and its lower-tier subcontractors at every tier shall comply with any copyright and limitation of liability notices and any restricted rights legends affixed to any software provided by JPL in the performance of this Subcontract effort.

Software provided by JPL to the Subcontractor under this Subcontract is governed by the terms of the “Software License Agreement for use of JPL-Furnished Software under Subcontract No. “enter no.,” attached and incorporated into this Subcontract, Exhibit No. (*). The license Agreement and this provision are effective as of the date of this Subcontract or the date the Software was first provided by JPL for use under this Subcontract, if earlier. The term “Software” is defined in Exhibit No. (*).

Software Provided by JPL

MS Office 365

MS Project

MS Visio

Cadence PSpice

Adobe Software

MathCAD

Altium

HyperLynx

Siemens NX

ADS

ANSYS

18.0 Use of Government Facilities or Equipment

Authorization has been received from the appropriate authority for the Subcontractor to use in the performance of this Subcontract the Government owned facilities or equipment specified below which have been provided to the Subcontractor under Subcontract No(s). (fill in) (if applicable). In the event that any change is made in the terms and conditions of such Subcontract(s) resulting in the unavailability to the Subcontractor, during the performance of this Subcontract, of any or all of the specified facilities or equipment, such equitable adjustment as may be appropriate will be made in this Subcontract.

Item Government Property No.: [fill in]

19.0 Insurance Certification

The Subcontractor must furnish to the JPL Subcontracts Manager prior to commencement of work under the Subcontract, all insurance certificates required by the general provision entitled “Insurance and Indemnification.” The policies evidencing required insurance shall be issued by an insurance company authorized and doing business in the State of California and must be endorsed to specify the California Institute of Technology as an additional named insured. The certificates furnished by the Subcontractor must reflect the fact that these requirements have been met, and a copy of the endorsement should be attached to the certificates. The insurance must remain in effect for the duration of this Subcontract.

20.0 Foreign National Access to JPL Material or JPL’s Internal Web Space

The Subcontractor shall not allow access by any Foreign National to JPL material, which reveals technology, financial information, or business strategy information, and to JPL internal Web Space in performance of this Subcontract without express approval by JPL Administrative Security and the JPL International and Legislative Affairs Office through the JPL Subcontracts Manager. The Subcontractor shall ensure that all their leased personnel maintain ITAR compliance. The Subcontractor shall ensure that any forms required for National Agency Checks are completed by Foreign Nationals who are to perform work under this Subcontract as requested by JPL in order to determine eligibility for access to sensitive material.

(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.

22.0 Small Business Status

The Subcontractor’s certified status as a Small Business in accordance with Federal procurement requirements is a fundamental characteristic because JPL’s 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 ten-year period of performance.

23.0 [TBD] Maintenance of Small Business Status

The Subcontractor is a bona fide [TBD] Small Business (TBD), and will retain its [TBD] SB designation for the entire period of performance of the subcontract, including all possible award terms, which is a total potential period of performance of 10 years.

24.0 [TBD] SB Joint Ventures (the following provisions in 24.0, including 24.1.1 through 24.1.12 to be added to subcontracts with [TBD] SB joint ventures. The provisions in 24.2 and 24.3 to be added to subcontracts with mentor-protégé SB joint ventures).