part i – the schedule · web viewnpd 8800.14, policy for real estate management. npr 8831.2,...

RFP # NNM12407668R SECTION B

PART I – THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 SUPPLIES AND/OR SERVICES TO BE PROVIDED

(a) 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, Attachment J-1.

(b) This is an award fee cost-reimbursement contract with subjective performance criteria. The effort will be performed under a Cost Plus Award Fee (CPAF) arrangement, with an Indefinite Delivery Indefinite Quantity (IDIQ) component as indicated in Table B.1.2 of this clause. The award fee evaluation will be assessed in accordance with the Award Fee Evaluation Plan (AFEP), Attachment J-7.

(c) Core Services work that has been identified in advance and for which the estimated cost and fee have been negotiated, shall comprise the negotiated contract value. The negotiated contract value, including the values negotiated for each option period, includes all direct and indirect costs and fee necessary for delivery of the services required of this contract effort. Reference Table B.1.1 below.

Table B.1.1 Core Services Contract Line Item Numbers (CLIN) and PWS Reference

Contract EffortContract Effort CLINsCLINs PWS ReferencePWS ReferenceCore Services 001, 003, 005, 007, & 009 1.0, 2.0, 3.0, 4.0, & 5.0

In addition to the Core Services requirements delineated in Attachment J-1, PWS; an IDIQ effort may be performed in support of multiple customers and future IDIQ requirements as defined below in Table B.1.2.

Table B.1.2 IDIQ Task Order CLINs and PWS Reference

Contract EffortContract Effort CLINsCLINs PWS ReferencePWS ReferenceIDIQ Task Orders 002, 004, 006, 008, & 010 1.0, 2.0, & 6.0

(End of clause)

B. 2 INDEFINITE-DELIVERY INDEFINITE-QUANTITY (IDIQ) SERVICES

(a) The Mission Operations and Integration Contract is a cost-plus-award-fee (CPAF) contract with an IDIQ task ordering provision. Task orders are subject to the terms and conditions of this contract and will be included in the value of the IDIQ Summation of Tasks, Contract Line Item Numbers (CLIN) 002, 004, 006, 008, and 010 following issuance of the task order. Task orders shall be CPAF type, with award fee allocated across the applicable award fee performance periods for the IDIQ Summation of Tasks CLINs 002, 004, 006, 008, and 010. Task orders will be incorporated as Appendix B, Task Orders to Attachment J-1,

Performance Work Statement. Additionally, a task order summary is included as Attachment J-13, Task Order Summary.

(b) The Government may order IDIQ services at any time after contract start, in accordance with the procedures set forth in the following contract clauses:

Clause H.5 NFS 1852.216-80 Task Ordering Procedure Clause H.6 Supplemental Task Ordering Procedures Clause I.1 Clauses Incorporated by Reference, FAR 52.232-22 Limitation of Funds Clause I.6 FAR 52.216-18 Ordering Clause I.7 FAR 52.216-19 Order Limitations Clause I.8 52.216-22 Indefinite Quantity

(c) The minimum quantity value of the IDIQ portion of this contract is $0.00.

(d) The maximum quantity value of the IDIQ portion of this contract is $30,000,000. This maximum IDIQ quantity value includes both cost and fee. The maximum IDIQ quantity value does not reflect an obligation of the Government. The Government’s obligation hereunder shall be based on that specified in the task orders issued during the period of the contract.

(End of clause)

B. 3 ESTIMATED COST AND AWARD FEE

The estimated cost of this contract is $[See Table B.3]. The maximum available award fee, excluding base fee, if any, is $[See Table B.3]. Total estimated cost, base fee, and maximum award fee are $[See Table B.3].

Note for Table B.3 below: TBP- To be proposed, indicates information that will be proposed by Offeror. TBD - To be determined, indicates information that will be determined upon award or during the contract period of performance.

RFP # NNM12407668R SECTION B(a) Table B.3 Estimated Cost and Award Fee

CONTRACT PERIOD

CLIN AWARD FEE PERIOD ESTIMATED

MAXIMUM

AVAILABLE AWARD FEE

EARNED

AWARD FEE

CONTRACT VALUE

AWARD FEE REFERENCE MAXIMUM

AVAILABLE AWARD FEE

EARNED AWARD FEE

% OF AVAILABLE FEE EARNED

CONTRACT MOD

BASE PERIOD

001 Period 1: 12/01/2012 - 05/31/2013

$TBP $TBD

$ TBP $TBD TBD ###

001 Period 2: 06/ 01/2013 - 11/30/2013

$TBP $TBD $ TBP $TBD TBD ###

001 Period 3: 12/ 01/2013 – 5/31/2014 $TBP $TBD $ TBP $TBD TBD ###

CLIN 001 TOTALS $TBP $TBP $TBD $TBP $TBP $TBD

002 Period 1: 12/01/2012 - 05/31/2013

$TBD $TBD

$ TBD $TBD TBD ###

002 Period 2: 06/ 01/2013 - 11/30/2013

$TBD $TBD $ TBD $TBD TBD ###

002 Period 3: 12/ 01/2013 – 5/31/2014 $TBD $TBD $ TBD $TBD TBD ###

CLIN 002 TOTALS $TBD $TBD

$TBD $TBD $TBD $TBD

BASE PERIOD TOTALS $TBP $ TBP $TBD $TBP $TBP $TBD

OPTION 1

003 Period 4: 06/01/2014 – 11/30/2014

$TBP $TBD

$ TBP $TBD TBD ###

003 Period 5: 12/01/2014 – 05/31/2015

004 Period 4: 06/01/2014 – 11/30/2014

$TBD $TBD

$TBD $TBD TBD ###

004 Period 5: 12/01/2014 – 05/31/2015

$TBD $TBD $TBD $TBD TBD ###

CLIN 004 TOTALS $TBD $TBD $TBD $TBD $TBD $TBD

OPTION 1 TOTALS $TBP $ TBP $TBD $TBP $TBP $TBD

OPTION 2 005 Period 6: 06/01/2015 –

11/30/2015$TBP

$TBP $TBD

$ TBP $TBD TBD ###

005 Period 7: 12/01/2015 – 05/31/2016

CLIN 005 TOTALS $TBP $TBP

$TBD $TBP $TBP $TBD

006 Period 6: 06/01/2015 – $TBD $ $TBD $TBD $TBD $TBD TBD ###

(3) B-3(4)

11/30/2015 TBD006 Period 7: 12/01/2015 –

05/31/2016$

TBD $TBD $TBD $TBD TBD ###

OPTION 3

007 Period 8: 06/01/2016 – 11/30/2016

$TBP $TBD

$ TBP $TBD TBD ###

007 Period 9: 12/01/2016 – 05/31/2017

008 Period 8: 06/01/2016 – 11/30/2016

$TBD $TBD

$TBD $TBD TBD ###

008 Period 9: 12/01/2016 – 05/31/2017

$TBD $TBD $TBD $TBD TBD ###

OPTION 4

009 Period 10:

06/01/2017 – 11/30/2017 $TBP $

TBP $TBD $TBP $TBP $TBD TBD ###

010 Period 10:

06/01/2017 – 11/30/2017 $TBD $

TBD $TBD $TBD $TBD $TBD TBD ###

CONTRACT TOTALS $TBP $ TBP $TBD $TBP $TBP $TBD

(End of Clause)

(1) B-4(2)

B. 4 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990)

For purposes of payment of cost, exclusive of fee, in accordance with Section I clause, FAR 52.232-22 Limitation of Funds, the total amount allotted by the Government to the Mission Operations and Integration services contract is $[ TBD ] . An additional amount of $[TBD] is obligated under this contract for payment of fee. The period through which these amounts are estimated to be adequate are contract award through [TBD]. Funding coverage dates for individual task orders will be reflected in Attachment J-13, Task Order Summary.Table B.4 Contract Funding

CONTRACT PERIOD CLIN FUNDING CATEGORY PREVIOUS FUNDING

FUNDING ALLOTTED THIS ACTION

CURRENT CONTRACT FUNDING

BASE PERIOD

Estimated Costs TBD $TBD $TBD

Provisional Award Fee $TBD $TBD $TBD Earned Award Fee $TBD $TBD $TBD

CLIN 001 TOTALS $TBD $TBD $TBD

002Estimated Costs $TBD $TBD $TBD Provisional Award Fee $TBD $TBD $TBD Earned Award Fee $TBD $TBD $TBD

CLIN 002 TOTALS $TBD $TBD $TBD BASE PERIOD TOTALS $TBD $TBD $TBD

OPTION 1

CLIN 004 TOTALS $TBD $TBD $TBD OPTION 1 TOTALS $TBD $TBD $TBD

OPTION 2

OPTION 3

OPTION 4

CONTRACT TOTALS $TBD $TBD $TBD

(End of clause)

(7) B-5(8)

B. 5 MSFC 52.222-90 PREMIUMS FOR SCHEDULED OVERTIME (FEB 2001)

Pursuant to the clause entitled "Payment for Overtime Premiums," the amount of overtime premium authorized shall not exceed the amount specified below for the indicated period.

Table B.5 Overtime Premiums

CONTRACT PERIOD

AMOUNT

Base Period $TBP

Option 1 $TBP

Option 2 $TBP

Option 3 $TBP

Option 4 $TBP

B. 6 CONTRACTOR INNOVATIONS, APPROACHES, ADVANCE AGREEMENTS, AND CORPORATE CAPITAL INVESTMENTS

The innovations and approaches proposed by the Contractor and accepted by the Government as part of the MO&I competitive acquisition are hereby incorporated as Appendix A to the Performance Work Statement (Attachment J-1).

(End of clause)

B. 7 CONTRACT EXTENSION RESULTING FROM PROTEST

If the award of a successor contract to perform the services being performed under this contract is delayed because of a protest, the Contracting Officer may extend the period of performance on this contract to cover any delay caused by such a protest. The Contractor shall be entitled to an equitable adjustment for such an extension.

(End of clause)

[END OF SECTION]

(11) B-6(12)

RFP # NNM12407668R SECTION C

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C. 1 SPECIFICATION/STATEMENT OF WORK

The Contractor shall provide the item or services specified in Section B in accordance with the Performance Work Statement provided as Attachment J-1.

(End of Clause)

C. 2 GENERAL

(a) Currently, no work has been identified for PWS Section 6.0. However, there is a potential for future work in these areas and this work will be accomplished as identified by issuance of Task Orders as described in clauses H.5 and H.6.

(b) The Contractor shall be responsible for staffing the contract with appropriate skills and numbers of personnel to assure work is performed in a high quality, timely, and cost effective manner. The Contractor's obligation for the Core Services under this contract shall include resolution of unusual or emergency situations or increased work volume that may occur from time to time throughout the period of performance. Work and increased work volume of this nature directed of the contractor by the Government will be by use of the Technical Direction clause from the Contracting Officer or his/her Representative. Services so directed shall be considered within the general scope of the contract, entirely within the contractor's original obligation and will not constitute nor be construed as a change within the meaning of the clause of this contract entitled Changes -Cost Reimbursement. However, if any written direction by the Government through “Technical Direction” is considered by the contractor to be a change to the original contractual obligation, the contractor, before performing any effort pursuant to such Government direction, shall refer such questions to the Contracting Officer for resolution in accordance with the procedures set forth in the Technical Direction Clause of this contract.

(End of Clause)

C. 3 DATA REQUIREMENTS DOCUMENTS (DRDs)

(a) The contractor shall furnish all data identified and described in Attachment J-2, Data Procurement Document (DPD), and all costs associated therewith are included in the estimated costs of the contract.

(b) The Government reserves the right to delay the date of delivery of any or all Data Requirements Documents (DRDs) specified in the DPD and such right may be exercised at no increase in the estimated cost or contract fees. The Government also reserves the right to delete the requirement for any or all DRDs specified in the DPD. In the event the Government exercises this latter right, the contract shall be adjusted in accordance with the “Changes” clause FAR 52.243-2 by negotiation of a cost reduction proposal and corresponding execution of a contract value reduction modification.

RFP # NNM12407668R SECTION C

(c) To the extent that data required to be delivered under a DRD is also required to be delivered under another clause of the contract, the requirements established by both the DRD and such other contract clause shall apply. Any conflicts between the data requirements of the DRD and another contract clause shall be brought to the attention of the Contracting Officer for resolution.

(d) Nothing contained in this DRD clause shall relieve the contractor from delivering data that is not identified and described in the DRD but required under another clause of the contract.

(End of Clause)

[END OF SECTION]

RFP # NNM12407668R SECTION D

SECTION D - PACKAGING AND MARKING

Clause(s) at the beginning of this Section are incorporated by reference, with the same force and effect as if they were given in full text. Clauses incorporated by reference which require a fill-in by the Government include the text of the affected paragraph(s) only. This does not limit the clause to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire clause. The full text of the clause is available at the addresses contained in clause FAR 52.252-2, Clauses Incorporated by Reference, of this contract.

(End of text)

D. 1 CLAUSES INCORPORATED BY REFERENCE:

FEDERAL ACQUISITION REGULATIONCLAUSES (FAR) (48 CFR CHAPTER 1)

CLAUSE TITLE DATENo FAR clauses incorporated by reference

NASA FAR SUPPLEMENT (NFS) CLAUSES (48 CFR CHAPTER 18)

CLAUSE TITLE DATENo NFS clauses incorporated by reference

(End of clause)

[END OF SECTION]

RFP # NNM12407668R SECTION E

SECTION E - INSPECTION AND ACCEPTANCE

(End of text)

E. 1 CLAUSES INCORPORATED BY REFERENCE:

CLAUSE TITLE DATE52.246-5 Inspection of Services - Cost Reimbursement. APR 1984

E. 2 GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS

In accordance with the inspection clause of this contract, the Government intends to perform the following functions at the locations indicated: Inspection and acceptance of all work shall be performed at George C. Marshall Space Flight Center (MSFC).

(End of clause)

[END OF SECTION]

RFP # NNM12407668R SECTION F

SECTION F - DELIVERIES AND PERFORMANCE

(End of text)

F. 1 CLAUSES INCORPORATED BY REFERENCE :

CLAUSE TITLE DATE52.242-15 Stop-Work Order AUG 198952.242-15 Stop-Work Order – Alternate I APR 198452.247-34 F.o.b. Destination NOV 1991

(End of clause)

F. 2 PERIOD OF PERFORMANCE

The period of performance of this contract shall be December 1, 2012 through May 31, 2014.

Base Period: December 1, 2012 to May 31, 2014Option Period 1: June 1, 2014 to May 31, 2015Option Period 2: June 1, 2015 to May 31, 2016Option Period 3: June 1, 2016 to May 31, 2017Option Period 4: June 1, 2017 to November 30, 2017

(End of clause)

F. 3 PLACE OF PERFORMANCE - SERVICES

The services to be performed under this contract shall be performed at the Marshall Space Flight Center, Johnson Space Center, and any other locations as may be approved in writing by the Contracting Officer.

(End of clause)

F. 4 OPTION TO EXTEND

In accordance with FAR clause 52.217-9, "Option to Extend the Term of the Contract" incorporated in Section I of this contract, the contracting officer may exercise the following option(s) by issuance of a unilateral contract modification. Options exercised shall be in accordance with the following schedule:

Option 1: June 1, 2014 - May 31, 2015Option 2: June 1, 2015 - May 31, 2016Option 3: June 1, 2016 - May 31, 2017Option 4: June 1, 2017 - November 30, 2017

(End of clause)

F. 5 PHASE-IN AND PHASE-OUT

(a) Contractor Phase-In

The services provided by this order are vital to the Government’s overall effort. Therefore, continuity of these services must be maintained at a consistently high level without disruption. To this end, the Contractor shall conduct an orderly phase-in of contract activities prior to assumption of responsibility for the effort described in the PWS. These phase-in activities are to be performed under a separate phase-in purchase order and all costs associated with Phase-In are not allowable to this contract.

(1) The Contractor shall participate in meetings with the predecessor Contractor to identify and discuss problems or areas requiring attention during the Phase-In period.

(2) The Contractor shall perform all activities described in the Contractor’s Phase-In Plan submitted with its proposal, and all activities necessary to ensure effective transfer of all effort from the predecessor Contractor(s) and readiness to assume full contract performance. Within (15) days of the Phase-In period start date, the Contractor shall provide the following:

Configuration Management Plan, DRD 1417CM-CMP-001 Management Plan, DRD 1417MA-MP-001 On-Site Safety, Health and Environmental (SHE) Plan, DRD 1417SA-SHPon-001 Government Property Management Plan, DRD 1417LS-GPMP-001 Work Breakdown Structure (WBS) and WBS Dictionary, DRD 1417MA-WBS-001 POIF Work Package Schedules, DRD 1417MA-PWPS-ISS

(3) The Contractor shall provide the qualified staff, badged (in accordance with Attachment J-11, Personal Identity Verification (PIV) Procedures), and ready to assume performance.

(b) Contractor Phase-out

Prior to contract completion, a successor Contractor(s) may be selected to perform the work requirements covered by the PWS. The Contractor shall conduct an orderly phase-out of all required activities prior to completion of this contract and assumption of responsibility for the effort described in the PWS by a successor Contractor(s). The Contractor shall remain responsible for the effort covered by the PWS during phase-out activities.

(End of Clause)

[END OF SECTION]

RFP # NNM12407668R SECTION G

SECTION G - CONTRACT ADMINISTRATION DATA

(End of text)

G. 1 CLAUSES INCORPORATED BY REFERENCE :

CLAUSE TITLE DATE1852.223-71 Frequency Authorization DEC 19881852.227-70 New Technology MAY 20021852.242-71 Travel Outside of the United States DEC 19881852.242-73 NASA Contractor Financial Management Reporting NOV 20041852.245-74 Identification and Marking of Government Equipment JAN 2011

(End of clause)

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

(a) The contractor can earn award fee from a minimum of zero dollars to the maximum stated in Clause B.3, Table B.3, Estimated Cost and Award Fee in this contract.

(b) Beginning 6 months after the effective date of this contract, the Government shall evaluate the Contractor’s performance every 6 months to determine the amount of award fee earned by the contractor during the period. The Contractor may submit a self-evaluation of performance for each evaluation period under consideration. These self-evaluations will be considered by the Government in its evaluation. The Government’s Fee Determination Official (FDO) will determine the award fee amounts based on the Contractor’s performance in accordance with the Award Fee Evaluation Plan (Attachment J-7). The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis.

(c) The Government will advise the Contractor in writing of the evaluation results. The NASA Shared Services Center will make payment based on the modification to the contract which incorporates the earned award fee.

(d) The Contracting Officer may direct the withholding of earned award fee payments until a

reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government’s interest relative to an orderly and timely closeout of the contract. This reserve shall not exceed 15 percent of the contract’s total potential award fee or $100,000, whichever is less.

(e) The amount of award fee which can be awarded in each evaluation period is limited to the amounts set forth at Clause B.3, Table B.3, Estimated Cost and Award Fee. Award fee which is not earned in an evaluation period cannot be reallocated to future evaluation periods.

(f) (1) Provisional award fee payments will be made under this contract pending the determination of the amount of fee earned for an evaluation period. If applicable, provisional award fee payments will be made to the Contractor on a monthly basis. The total amount of award fee available in an evaluation period that will be provisionally paid is the lesser of 80 or the prior period’s evaluation score.

(2) Provisional award fee payments will be superseded by the final award fee evaluation for that period. If provisional payments exceed the final evaluation score, the Contractor will either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the Contracting Officer.(3) If the Contracting Officer determines that the Contractor will not achieve a level of performance commensurate with the provisional rate, payment of provisional award fee will be discontinued or reduced in such amounts as the Contracting Officer deems appropriate. The Contracting Officer will notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate.(4) Provisional award fee payments will be made prior to the first award fee determination by the Government.

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

(End of clause)

G. 3 NFS 1852.216-87 SUBMISSION OF VOUCHERS FOR PAYMENT (MAR 1998)

(a) The designated billing office for cost vouchers for purposes of the Prompt Payment clause of this contract is indicated below. Public vouchers for payment of costs shall include a reference to the number of this contract.

(1) If the Contractor is authorized to submit interim cost vouchers directly to the NASA paying office, the original voucher should be submitted to:

NASA Shared Services Center (NSSC)Financial Management Division (FMD) - Accounts Payable

Building 1111, C. RoadStennis Space Center, MS 39529 Email: NSSC-AccountsPayable@nasa.govFax: (866) 209-5415

(2) For any period that the Defense Contract Audit Agency has authorized the Contractor to submit interim cost vouchers directly to the Government paying office, interim vouchers are not required to be sent to the Auditor, and are considered to be provisionally approved for payment, subject to final audit.

(3) Copies of vouchers should be submitted as directed by the Contracting Officer.

(c) If the Contractor is not authorized to submit interim cost vouchers directly to the paying office as described in paragraph (b), the Contractor shall prepare and submit vouchers as follows:

(1) One original Standard Form (SF) 1034, SF 1035, or equivalent Contractor's attachment to the cognizant DCAA office.

(2) Five copies of SF 1034, SF 1035A, or equivalent Contractor's attachment to the following offices by insertion in the memorandum block of their names and addresses:

(i) Copy 1 NASA Contracting Officer(ii) Copy 2 Auditor(iii) Copy 3 Contractor(iv) Copy 4 Contract administration office; and(v) Copy 5 Project management office.

(3) The Contracting Officer may designate other recipients as required.

(d) Public vouchers for payment of fee shall be prepared similarly to the procedures in paragraphs (b) or (c) of this clause, whichever is applicable, and be forwarded to:

NASA Shared Services Center (NSSC)Financial Management Division (FMD) - Accounts PayableBuilding 1111, C. RoadStennis Space Center, MS 39529

This is the designated billing office for fee vouchers for purposes of the Prompt Payment clause of this contract.

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

(End of clause)

G. 4 NFS 1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE (JUL 1997)

(a) For purposes of administration of the clause of this contract entitled "New Technology" or "Patent Rights - Retention by the Contractor (Short Form)," whichever is included, the following named representatives are hereby designated by the Contracting Officer to administer such clause:

New Technology Representative:NASA/George C. Marshall Space Flight CenterAttn: ED03/New Technology RepresentativeMarshall Space Flight Center, AL 35812

Patent Representative:NASA/ George C. Marshall Space Flight CenterAttn: LS01/Chief Intellectual Property CounselMarshall Space Flight Center, AL 35812

(b) Reports of reportable items, and disclosure of subject inventions, interim reports, final reports, utilization reports, and other reports required by the clause, as well as any correspondence with respect to such matters, should be directed to the New Technology Representative unless transmitted in response to correspondence or request from the Patent Representative. Inquires or requests regarding disposition of rights, election of rights, or related matters should be directed to the Patent Representative. This clause shall be included in any subcontract hereunder requiring a "New Technology" clause or "Patent Rights - Retention by the Contractor (Short Form)" clause, unless otherwise authorized or directed by the Contracting Officer. The respective responsibilities and authorities of the above-named representatives are set forth in 1827.305-370 of the NASA FAR Supplement.

(End of Clause)

G. 5 NFS 1852.242-70 TECHNICAL DIRECTION (SEP 1993)

(a) Performance of the work under this contract is subject to the written technical direction of the Contracting Officer’s Technical Representative (COTR), who shall be specifically appointed by the Contracting Officer in writing in accordance with NASA FAR Supplement 1842.270. "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 COTR does not have the authority to, and shall not, issue any instruction purporting to be technical direction that -

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

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

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

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

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

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

(d) The Contractor shall proceed promptly with the performance of technical direction duly issued by the COTR in the manner prescribed by this clause and within the COTR's authority. If, in the Contractor's opinion, any instruction or direction by the COTR 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 COTR shall be at the Contractor's risk.

(End of clause)

G. 6 NFS 1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT- PROVIDED EQUIPMENT (JAN 2011) ALTERNATE I (JAN 2011)

(a) The Contractor shall provide all property required for the performance of this contract. The Contractor shall not acquire or construct items of property to which the Government will have title under the provisions of this contract without the Contracting Officer's written authorization. Property which will be acquired as a deliverable end item as material or as a component for incorporation into a deliverable end item is exempt from this requirement. Property approved as part of the contract award or specifically required within the statement of work is exempt from this requirement.

(1) In the event the Contractor is unable to provide the property necessary for performance, and the Contractor requests provision of property by the Government, the Contractor's request shall:

i. Justify the need for the property;

ii. Provide the reasons why Contractor-owned property cannot be used;

iii. Describe the property in sufficient detail to enable the Government to screen its inventories for available property or to otherwise acquire property, including applicable manufacturer, model, part, catalog, National Stock Number or other pertinent identifiers;

iv. Combine requests for quantities of items with identical descriptions and estimated values when the estimated values do not exceed $100,000 per unit; and

v. Include only a single unit when the acquisition or construction value equals or exceeds $100,000.

(2) Contracting Officer authorization is required for items the Contractor intends to manufacture as well as those it intends to purchase.

(3) The Contractor shall submit requests to the Contracting Officer no less than 30 days in advance of the date the Contractor would, should it receive authorization, acquire or begin fabrication of the item.

(c) The Contractor shall maintain copies of Contracting Officer authorizations, appropriately cross-referenced to the individual property record, within its property management system.

(d) Property furnished from Government excess sources is provided as-is, where-is. The Government makes no warranty regarding its applicability for performance of the contract or its ability to operate. Failure of property obtained from Government excess sources under this clause is insufficient reason for submission of requests for equitable adjustments discussed in the clause at FAR 52.245-1, Government Property, as incorporated in this contract.

(e) In the event the Contracting Officer issues written authorization to provide property, the Contractor shall screen Government sources to determine the availability of property from Government inventory or excess property.

(1) The Contractor shall review NASA inventories and other authorized Federal excess sources for availability of items that meet the performance requirements of the requested property.

i. If the Contractor determines that a suitable item is available from NASA supply inventory, it shall request the item using applicable Center procedures.

ii. If the Contractor determines that an item within NASA or Federal excess is suitable, it shall contact the Center Industrial Property Officer to arrange for transfer of the item from the identified source to the Contractor.

(2) If the Contractor determines that the required property is not available from inventory or excess sources, the Contractor shall note the acquisition file with a list of sources reviewed and the findings regarding the lack of availability. If the required property is available, but unsuitable for use, the Contractor shall document the rationale for rejection of available property. The Contractor shall retain appropriate cross-referenced documentary evidence of the outcome of those screening efforts as part of its property records system.

(End of clause)

G. 7 NFS 1852.245-71 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY (JAN 2011)

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

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

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

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

User Responsibilities: The Contractor shall retain responsibility for ensuring proper use, care, and protection (safeguarding) Installation Accountable Government Property (IAGP) under his/her custody and control. Individual shall be responsible for the following: (1) ensuring IAGP is used only in the pursuit of approved programs, or as otherwise authorized; (2) notifying cognizant Property Support Assistant (PSA) and/or Property Custodian, of all equipment location changes; (3) ensuring that any lost, missing or damaged IAGP is officially reported to his/her supervisor, the appropriate PSA, and the Protective Services Department; (4) notifying PSA of IAGP not being actively used; (5) ensuring that IAGP is turned into the Property Disposal Officer through the PSA when no longer needed; under no circumstances will the Contractor dispose of IAGP, whether tagged or untagged; and (6) notifying the Contracting Officer, cognizant PSA, and the Center’s Supply and Equipment Officer upon termination of employment.

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.

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

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

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

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

iv. Contractor use of Government property at an off-site location and off-site

subcontractor use requires advance approval of the Contracting Officer and notification of the Industrial Property Officer. The property shall be considered Government furnished and the Contractor shall assume accountability and financial reporting responsibility. The Contractor shall establish records and property control procedures and maintain the property in accordance with the requirements of FAR 52.245-1, Government Property (as incorporated in this contract), until its return to the installation. NASA Procedural Requirements related to property loans shall not apply to offsite use of property by contractors.

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

(c) The following property and services are provided as indicated in Attachment J-8 Installation Provided Property and Services.

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

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

(End of clause)

G. 8 NFS 1852.245-82 OCCUPANCY MANAGEMENT REQUIREMENTS (JAN 2011)

(a) In addition to the requirements of the clause at FAR 52.245–1, Government

Property, as included in this contract, the Contractor shall comply with the following in performance of work in and around Government real property:

(1) NPD 8800.14, Policy for Real Estate Management

(2) NPR 8831.2, Facility Maintenance and Operations Management

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

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

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

(End of clause)

G. 9 NFS 1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY (JAN 2011)

(a) In addition to physical inventory requirements under the clause at FAR 52.245-1, Government Property, as incorporated in this contract, the Contractor shall conduct annual physical inventories for individual property items with an acquisition cost exceeding $100,000.

(1) The Contractor shall inventory –

(i) Items of property furnished by the Government;(ii) Items acquired by the Contractor and titled to the Government under the clause at

FAR 52.245-1;(iii) Items constructed by the Contractor and not included in the deliverable, but titled

to the Government under the clause at FAR 52.245-1; and(iv)Complete but undelivered deliverables.

(2) The Contractor shall use the physical inventory results to validate the property record data, specifically location and use status, and to prepare summary reports of inventory as described in paragraph (c) of this clause.

(b) Unless specifically authorized in writing by the Property Administrator, the inventory shall be performed and posted by individuals other than those assigned custody of the items, responsibility for maintenance, or responsibility for posting to the property record. The Contractor may request a waiver from this separation of duties requirement from the Property Administrator, when all of the conditions in either (1) or (2) of this paragraph are met.

(1) The Contractor utilizes an electronic system for property identification, such as a laser bar-code reader or radio frequency identification reader, and(i) The programs or software preclude manual data entry of inventory identification data

by the individual performing the inventory; and(ii) The inventory and property management systems contain sufficient management

controls to prevent tampering and assure proper posting of collected inventory data.

(2) The Contractor has limited quantities of property, limited personnel, or limited property systems; and the Contractor provides written confirmation that the Government property exists in the recorded condition and location;

(3) The Contractor shall submit the request to the cognizant property administrator and obtain approval from the property administrator prior to implementation of the practice.

(c) The Contractor shall report the results of the physical inventory to the property administrator within 10 calendar days of completion of the physical inventory. The report shall:

(1) Provide a summary showing number and value of items inventoried; and

(2) Include additional supporting reports of -

(i) Loss in accordance with the clause at 52.245-1, Government Property;

(ii) Idle property available for reuse or disposition; and

(iii) A summary of adjustments made to location, condition, status, or user as a result of the physical inventory reconciliation.

(d) The Contractor shall retain auditable physical inventory records, including records supporting transactions associated with inventory reconciliation. All records shall be subject to Government review and/or audit.

(End of clause)

G. 10MSFC 52.204-90 CONTRACTOR EMPLOYEE BADGING AND EMPLOYMENT TERMINATION CLEARANCE (AUG 2010)

(a) It is anticipated that performance of the requirements of this contract will require employee access to and picture badging by the Marshall Space Flight Center (MSFC). Contractor requests for badging of employees shall be submitted electronically through NASA’s Agencywide Personal Identity Verification (PIV) system. Requests for badging will be routed electronically to the appointed Contracting Officer’s Technical Representative (COTR) or the Alternate COTR for approval prior to processing by the MSFC Protective Services Office.

(b) Contractor employees must undergo a background investigation prior to being issued a full-time Contractor badge granting access to Redstone Arsenal. Contractor employees not previously cleared for a full-time Contractor badge (e.g., not previously included in the NASA/MSFC or DoD/Redstone database) must complete a Background Investigation Questionnaire and Release form as soon as practicable and before the employee requires Redstone access. When these forms are completed and submitted to Protective Services Office, the Contractor employees may be granted an extended visitor’s badge granting restricted Redstone access for a period not to exceed 30 days. This 30-day period is normally more than adequate for the Government to conduct its Background Investigation if the applicant’s submission is truthful, accurate and complete, and there are no preexisting issues noted in the investigation. If the Contractor employee does not successfully clear the Background Investigation process within 30 days, the extended visitor badge will be revoked. If the visitor badge is revoked, the Contractor employee may not enter MSFC and, if the contractual work assignment requires the employee to be onsite and/or have access to Government IT systems, the employee shall discontinue charging their time to the contract immediately. Any Contractor concerns regarding the timeliness of investigation processing

should be raised to the Contracting Officer. The Contracting Officer has sole discretion to extend the 30-day limit.

(c) Contractor employees requiring a badge and/or access to NASA IT systems for less than 179-days within a 365-day period must undergo a fingerprint check through National Crime Information Center/Interstate Identification Index (NCIC/III). Contractor requests for temporary badging of employees shall be submitted electronically through NASA's PIV system. Requests for temporary badging will be routed electronically to the appointed Contracting Officer’s Technical Representative (COTR) or the Alternate COTR for approval prior to processing by the MSFC Protective Services Office.

(d) The Contractor shall establish procedures to ensure that badged Contractor employees who no longer require Center access properly clear all accounts and turn in their badge and decal(s) to the MSFC Protective Services Office in accordance with MSFC Form 383-1, "Contractor Employee Clearance Document," or MSFC Form 383-3, “Michoud Assembly Facility (MAF) Contractor Employee Clearance Form”, when the access is no longer needed. An electronic PIV Employee Termination Request must also be submitted.

(e) Instruction on how to access the PIV system and request for copies of MSFC Forms 383-1 and 383-3 shall be directed to the MSFC Protective Services Office, Marshall Space Flight Center, Alabama 35812.

(End of Clause)

G. 11JSC 52.242-92 IDENTIFICATION OF EMPLOYEES (OCT 2006)

At all times while on Government property, the Contractor, subcontractors, their employees, and agents shall wear badges which will be issued by the NASA Badging & Visitor Control Office, located in Building 110 at the Johnson Space Center (JSC), or at the Main Gate at the White Sands Test Facility (WSTF). JSC employee credentials and visitor badges will be issued only between the hours of 6:00 a.m. to 7:30 p.m., Monday through Friday, and 7:30 am to 3:00 pm on Saturday. WSTF employee badges will be issued only between the hours of 8 a.m. to 2 p.m., Monday through Friday. WSTF visitor badges will be issued on a 7-day-a-week, 24-hour-a-day basis. Resident aliens and foreign nationals/representatives shall be issued green foreign national badges.

Each individual who wears a badge shall be required to sign personally for the badge. The Contractor shall be held accountable for issued badges and all other related items and must assure that they are returned to the NASA Badging & Visitor Control Offices upon completion of work under the contract in accordance with Security Management Directive (SMD) 500-15, "Security Termination Procedures." Failure to comply with the NASA Contractor termination procedures upon completion of the work (e.g., return of badges, decals, keys, Controlled Access Area cards, clearance terminations, JSC Public Key Infrastructure (PKI)/special program deletions, etc.) may result in final payment being delayed.

(End of clause)

[END OF SECTION]

RFP # NNM12407668R SECTION H

SECTION H - SPECIAL CONTRACT REQUIREMENTS

(End of text)

H. 1 CLAUSES INCORPORATED BY REFERENCE :

CLAUSE TITLE DATE1852.223-75 Major Breach of Safety or Security FEB 2002

(End of clause)

H. 2 NFS 1852.209-71 LIMITATION OF FUTURE CONTRACTING (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 and Consultant Conflicts of Interest (OCI).

(b) The nature of this conflict is that the performance work statement requires development activities as a service provider in response to requirements. In addition, both the requirements for the development activities and the evaluation and acceptance of products and/or services resulting from development activities will be provided by another entity on behalf of the Government. Thus, a biased ground rules OCI will exist if the same entity provides the requirements and develops a product and/or service in response to those requirements. In addition, an impaired objectivity OCI will exist if the same entity provides a product or service and evaluates/accepts the product or service.

(c) The restrictions upon future contracting are as follows: The Contractor will not be eligible, as a prime Contractor, to perform the “Huntsville Operations Support Center (HOSC)” contract.

(End of Clause)

H. 3 DISCLOSURE OF ORGANIZATIONAL CONFLICT OF INTEREST AFTER CONTRACT AWARD

(a) If the Contractor identifies an actual or potential organizational conflict of interest that has not already been adequately disclosed and resolved (or waived in accordance with FAR 9.503), the Contractor shall make a prompt and full disclosure in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order to resolve the conflict. This reporting requirement also includes subcontractors’ actual or potential organizational conflicts of interest not adequately disclosed and resolved prior to award.

(b) The Contractor shall periodically update the OCI Plan, based on changes such as changes to the legal entity, the overall structure of the organization, subcontractor arrangements, Contractor management, ownership, ownership relationships, or modification of the work scope.

(End of clause)

H. 4 RESOLUTION OF ORGANIZATIONAL CONFLICTS OF INTEREST

(a) OCI Plan - The Organizational Conflict of Interest Plan and its obligations are hereby incorporated in this contract by reference in Attachment J-5.

(b) Changes -

(1) Either the Contractor or the Government may propose changes to the Organizational Conflict of Interest Plan. Such changes are subject to the mutual agreement of the parties and will become effective only upon incorporating the change into the plan by contract amendment.

(2) In the event that the Government and the Contractor cannot agree upon a mutually acceptable change, the Government reserves the right to make a unilateral change to the OCI Plan as necessary, with the approval of the head of the contracting activity, subject to Contractor appeal as provided in the Disputes clause.

(c) Violation - The Contractor shall report any violation of the Organizational Conflict of Interest Plan, whether by its own personnel or those of the Government or other contractors, to the Contracting Officer. This report shall include a description of the violation and the actions the Contractor has taken or proposes to take to resolve and avoid repetition of the violation. After conducting such further inquiries and discussions as may be necessary, the Contracting Officer and the Contractor shall agree on appropriate corrective action, if any, or the Contracting Officer shall direct corrective action.

(d) Breach - Any breach of the above restrictions or any nondisclosure or misrepresentation of any relevant facts required regarding organizational conflicts of interests to be disclosed may result in termination of this contract for default or other remedies as may be available under law or regulation.

(e) Subcontracts - The Contractor shall include the substance of this clause, including this paragraph (e), in subcontracts where the work includes or may include tasks related to the organizational conflict of interest. The terms “Contractor” and “Contracting Officer” shall be appropriately modified to reflect the change in parties and to preserve the Government’s rights.

(End of clause)

H. 5 NFS 1852.216-80 TASK ORDERING PROCEDURE (OCT 1996)

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

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

(1) Date of the order.

(2) Contract number and order number.

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

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

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

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

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

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

(e) The Contractor shall provide acknowledgment of receipt to the Contracting Officer within 2 calendar days after receipt of the task order.

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

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

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

(End of clause)

H. 6 SUPPLEMENTAL TASK ORDERING PROCEDURES

(a) This clause supplements the Task Ordering Procedure defined in clause H.5 Task Ordering Procedure.

(b) Work to be performed under this portion of the requirement will be within the parameters of the Attachment J-1, PWS Section 6.0 and more clearly defined in the Task Orders (TOs) approved by the Contracting Officer and the Contracting Officer’s Technical Representative. An overview and flowchart of this process is provided in Attachment J-15, IDIQ Task Ordering Process.

(c) The Contractor shall only accept task orders issued by the Contracting Officer. Task orders and applicable information issued under this contract are summarized in Attachment J-13, Task Order Summary.

(d) When the Government issues a Task Order Request (TOR) in accordance with paragraph (b) of Clause H. 5, the Contractor shall prepare as part of the Task Order Plan (TOP), the Contractor’s estimate of the labor categories, labor hours, other direct costs, and indirect cost required to perform the Task Order requirements. In preparing the estimate, it is mutually agreed and understood that the Contractor or its Subcontractor(s) shall use the labor categories and the lower of the Contractor’s/Subcontractor’s average actual rates on this contract or the Not-to-Exceed (NTE) rates set forth in Attachment J-12, IDIQ Fully Burdened Labor Rates, for each labor category. The TOP shall include sufficient cost information and rate details to enable verification of compliance with this requirement. It is expected that the fee proposed for each Task Order will not exceed the percentage proposed for the basic contract potential award fee.

(e) The TOR will specify a period of performance not to exceed the ultimate contract period of performance (end of Option Year 4, if exercised). The TOP shall include estimated cost and maximum potential award fee by each evaluation period within the specified task period of performance. Upon exercise of the contract option periods, the TOs with estimates for the exercised option period shall automatically renew.

(f) Each TO will include the period covered estimated cost, and maximum potential award fee. At the end of each award fee evaluation period, the current evaluation period values

(estimated cost and maximum available award fee) of all TOs that were active during that evaluation period will be summed and the resulting total value summation will be used as the maximum potential award fee values for that evaluation period. A modification to the contract will be issued at that time revising Clause B.3, to reflect the summation of the current total task order values and earned award fee. At the discretion of the Contracting Officer (CO), these reconciling unilateral modifications to reflect the current total TO value summation may be issued at other times as necessary.

(g) The Contracting Officer and Contracting Officer’s Technical Representative (COTR) will review and approve each TO and any revision thereto. The Government will provide a list of any other personnel to be included in the routing of TOs for review and concurrence. The Government retains the right to disapprove any Task Order Plans (TOPs).

(h) The Contractor shall not begin work until the approved TO is received; however, in extreme emergency situations, the Contractor may be authorized by the Contracting Officer to begin work immediately. The Contractor shall process the applicable TOP within 5 calendar days of being notified of an emergency, and shall not incur costs exceeding $5,000 during the 5 day period, unless an advance waiver is granted by the Contracting Officer. The Government and Contractor shall finalize the TO within 10 calendar days.

(i) Approval of TOs does not relieve the Contractor of its obligation under the Limitation of Funds clause of the contract.

(End of Clause)

H. 7 NFS 1852.223-70 SAFETY AND HEALTH (APR 2002)

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness, damage to or loss of equipment or property, or damage to the environment. NASA's safety priority is to protect: (1) the public, (2) astronauts and pilots, (3) the NASA workforce (including Contractor employees working on NASA contracts), and (4) high-value equipment and property.

(b) The Contractor shall take all reasonable safety and occupational health measures in performing this contract. The Contractor shall comply with all Federal, State, and local laws applicable to safety and occupational health and with the safety and occupational health standards, specifications, reporting requirements, and any other relevant requirements of this contract.

(c) The Contractor shall take, or cause to be taken, any other safety, and occupational health measures the Contracting Officer may reasonably direct. To the extent that the Contractor may be entitled to an equitable adjustment for those measures under the terms and conditions of this contract, the equitable adjustment shall be determined pursuant to the procedures of the changes clause of this contract; provided, that no adjustment shall be made under this Safety and Health clause for any change for which an equitable adjustment is expressly provided under any other clause of the contract.

(d) The Contractor shall immediately notify and promptly report to the Contracting Officer or a designee any accident, incident, or exposure resulting in fatality, lost-time occupational

injury, occupational disease, contamination of property beyond any stated acceptable limits set forth in the contract Schedule; or property loss of $25,000 or more, or Close Call (a situation or occurrence with no injury, no damage or only minor damage (less than $1,000) but possesses the potential to cause any type mishap, or any injury, damage, or negative mission impact) that may be of immediate interest to NASA, arising out of work performed under this contract. The Contractor is not required to include in any report an expression of opinion as to the fault or negligence of any employee. In addition, service contractors (excluding construction contracts) shall provide quarterly reports specifying lost-time frequency rate, number of lost-time injuries, exposure, and accident/incident dollar losses as specified in the contract Schedule.

(e) The Contractor shall investigate all work-related incidents, accidents, and Close Calls, to the extent necessary to determine their causes and furnish the Contracting Officer a report, in such form as the Contracting Officer may require, of the investigative findings and proposed or completed corrective actions.

(f)(1) The Contracting Officer may notify the Contractor in writing of any noncompliance with

this clause and specify corrective actions to be taken. When the Contracting Officer becomes aware of noncompliance that may pose a serious or imminent danger to safety and health of the public, astronauts and pilots, the NASA workforce (including Contractor employees working on NASA contracts), or high value mission critical equipment or property, the Contracting Officer shall notify the Contractor orally, with written confirmation. The Contractor shall promptly take and report any necessary corrective action.

(2) If the Contractor fails or refuses to institute prompt corrective action in accordance with subparagraph (f) (1) of this clause, the Contracting Officer may invoke the stop-work order clause in this contract or any other remedy available to the Government in the event of such failure or refusal.

(g) The Contractor (or subcontractor or supplier) shall insert the substance of this clause, including this paragraph (g) and any applicable Schedule provisions and clauses, with appropriate changes of designations of the parties, in all solicitations and subcontracts of every tier, when one or more of the following conditions exist:

(1) The work will be conducted completely or partly on premises owned or controlled by the Government.

(2) The work includes construction, alteration, or repair of facilities in excess of the simplified acquisition threshold.

(3) The work, regardless of place of performance, involves hazards that could endanger the public, astronauts and pilots, the NASA workforce (including Contractor employees working on NASA contracts), or high value equipment or property, and the hazards are not adequately addressed by Occupational Safety and Health Administration (OSHA) or

Department of Transportation (DOT) regulations (if applicable).

(4) When the Contractor (or subcontractor or supplier) determines that the assessed risk and consequences of a failure to properly manage and control the hazard(s) warrants use of the clause.

(h) The Contractor (or subcontractor or supplier) may exclude the provisions of paragraph (g) from its solicitation(s) and subcontract(s) of every tier when it determines that the clause is not necessary because the application of the OSHA and DOT (if applicable) regulations constitute adequate safety and occupational health protection. When a determination is made to exclude the provisions of paragraph (g) from a solicitation and subcontract, the Contractor must notify and provide the basis for the determination to the Contracting Officer. In subcontracts of every tier above the micro-purchase threshold for which paragraph (g) does not apply, the Contractor (or subcontractor or supplier) shall insert the substance of paragraphs (a), (b), (c), and (f) of this clause).

(i) Authorized Government representatives of the Contracting Officer shall have access to and the right to examine the sites or areas where work under this contract is being performed in order to determine the adequacy of the Contractor's safety and occupational health measures under this clause.

(j) The Contractor shall continually update the safety and health plan when necessary. In particular, the Contractor shall furnish a list of all hazardous operations to be performed, and a list of other major or key operations required or planned in the performance of the contract, even though not deemed hazardous by the Contractor. NASA and the Contractor shall jointly decide which operations are to be considered hazardous, with NASA as the final authority. Before hazardous operations commence, the Contractor shall submit for NASA concurrence -

(1) Written hazardous operating procedures for all hazardous operations; and/or

(2) Qualification standards for personnel involved in hazardous operations.

(End of clause)

H. 8 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to

be performed on-site at Marshall Space Flight Center, Johnson Space Center, and any other location approved by the CO where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

(End of clause)

H. 9 NFS 1852.235-71 KEY PERSONNEL AND FACILITIES (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 in Table H.9 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.

Table H.9

NAME OF PERSONNEL KEY POSITIONTBP TBD TBPTBP TBPTBP TBPTBP TBP

(End of clause)

H. 10NFS 1852.242-72 OBSERVANCE OF LEGAL HOLIDAYS (AUG 1992) -- ALTERNATE II (OCT 2000) (a) The on-site Government personnel observe the following holidays:

New Year's DayLabor DayMartin Luther King, Jr.'s BirthdayColumbus DayPresident's Day

Veterans DayMemorial DayThanksgiving DayIndependence DayChristmas DayAny other day designated by Federal statute, Executive order, or the President's proclamation.

(b) When any holiday falls on a Saturday, the preceding Friday is observed. When any holiday falls on a Sunday, the following Monday is observed. Observance of such days by Government personnel shall not by itself be cause for an additional period of performance or entitlement of compensation except as set forth within the contract.

(c) When the NASA installation grants administrative leave to its Government employees (e.g., as a result of inclement weather, potentially hazardous conditions, or other special circumstances), Contractor personnel working on-site should also be dismissed. However, the Contractor shall provide sufficient on-site personnel to perform round-the-clock requirements of critical work already in process, unless otherwise instructed by the Contracting Officer or authorized representative.

(d) Whenever administrative leave is granted to Contractor personnel pursuant to paragraph (e) of this clause, it shall be without loss to the Contractor. The cost of salaries and wages to the Contractor for the period of any such excused absence shall be a reimbursable item of cost under this contract for employees in accordance with the Contractor's established accounting policy.

(End of clause)

H. 11MSFC 52.223-90 ASBESTOS MATERIAL (JUN 2002)

During performance of this contract, Contractor personnel performing work in MSFC buildings may come in contact with materials containing asbestos. MSFC Buildings 4200, 4201, 4202, 4663 and 4666 are of special concern since they are known to contain a sprayed on fire insulation on or above the ceiling, usually located on the metal or concrete structure of the buildings. These buildings and all other MSFC buildings may contain asbestos in floor tile, pipe and lagging insulation, exterior siding, roofing felt, and many other building materials. Prior to disturbing suspected asbestos material in any manner, the Contractor shall notify MSFC's Occupational Medicine and Environmental Health Services, for guidance. Contractor shall be responsible for ensuring that all Contractor personnel working onsite are made aware of and comply with this clause.

(End of Clause)

H. 12MSFC 52.223-91 HAZARDOUS MATERIAL REPORTING (AUG 2005)

(a) If during the performance of this contract, the Contractor transports or accepts delivery of any hazardous materials (hazardous as defined under the latest version of Federal Standard

No. 313, including revisions adopted during the term of the contract) on-site to Marshall Space Flight Center, the hazardous material shall be processed through MSFC Central Receiving to be bar-coded for inventory. Chemical containers shall be managed in accordance with the provisions of MWI 8550.5, "Chemical Management." The Contractor shall be responsible for ensuring that all Contractor/subcontractor personnel are made aware of and comply with this clause.

(b) Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of licenses and permits) in connection with hazardous material; or with clauses regarding hazardous materials, which may be contained in the order.

(End of Clause)

H. 13 MSFC 52.223-92 ENVIRONMENTAL - GENERAL CLAUSE (AUG 2010)

Contractors performing on-site shall comply with all applicable Environmental policies and procedures including, but not limited to, MPD 8500.1, “MSFC Environmental Management Policy” and MPR 8500.1, "MSFC Environmental Management Program." MSFC contractors performing on-site activities that could potentially impact the environment shall be responsible for following all established NASA/MSFC environmental procedures. These procedures and other applicable policies and procedures are available by contacting the NASA/MSFC Environmental Engineering & Occupational Health Office. Failure to comply with environmental policies and procedures, may result in damage to the environment, and could potentially result in regulatory penalties against NASA and/or the Contractor, and Contractor loss of access to NASA/MSFC facilities.

(End of Clause)

H. 14MSFC 52.223-94 SAFETY PERFORMANCE EVALUATION, EVALUATION CRITERIA, AND PERFORMANCE RECOGNITION (JUNE 2011)

SAFETY PERFORMANCE EVALUATION

1. CONTRACTOR RESPONSIBILITY. The Contractor is responsible for maintaining an effective safety program during the course of the contract with a goal to achieve a world-class program within the term of the contract. The Contractor will ensure that the requirements of the MSFC approved Safety, Health and Environment (SHE) Plan and applicable Data Requirement Documents (DRD) are met. Contractor safety performance evaluation will be based on the MSFC safety and health program elements identified in MPR 8715.1, MSFC Safety, Health and Environmental (SHE) Program. The Contractor shall conduct an annual self-evaluation of their safety and health program based on these criteria. The Contractor shall submit an annual self-evaluation to the Contracting Officer (CO) no later than 30 days after each anniversary of the contract. The CO/Contracting Officer’s Technical Representative (COTR), in coordination with the MSFC Industrial Safety Branch, will validate the Contractor’s self-evaluation.

Annually, the agreed score will be used to assess the Contractor’s safety and health performance appropriately—positive or negative.

For the purpose of validating the annual score, the Contractor and the CO/COTR, in coordination with the MSFC Industrial Safety Branch, will reach a mutually agreeable determination based on the metrics reflected in the Attachment 1 of this clause. In cases where the Contractor and CO/COTR cannot reach agreement, the MSFC Ombudsman will hear arguments from both sides and make a final decision. This process shall not preclude the CO from taking immediate action for any serious, willful, blatant, or continued violations of MSFC safety, health and environmental policy or procedures.

2. EVALUATION CRITERIA. Contractor self-evaluation and Government validation will be based on the applicable elements and sub-elements of the MSFC safety and health program shown below. Specific criteria are shown on Attachment 1 entitled “Safety & Health Management Implementation Guide and Assessment Matrix.” Deviations from the matrix criteria may be made, for cause, and must be approved by the COTR, CO and Government Safety Representative. It should be noted that Element 1 has a management and an employee component. These are simply averaged to obtain the score for Element 1. The result shall be carried to the second decimal point.

MSFC SAFETY AND HEALTH CORE PROGRAM REQUIREMENTS

(ELEMENT 1) (ELEMENT 3)Management and Employee

InvolvementHazard Prevention and Control

Management Commitment Hazard Elimination and Control Process (Engineering/Administrative/Safety Devices/Work Practices/Personal Protective Equipment)

Documented Safety Policy and Goals Preventative Maintenance for Facility and Equipment

Employee Involvement/Engagement Emergency Preparedness and DrillsSafety Committees Emergency Medical Care Program Safety Meetings Hazard Control Programs Subcontractor Safety Occupational Health Program Resources Tracking Hazard Correction Accountability Access to Professional Safety Staff Annual Safety and Health Program Evaluation

Disciplinary Program

(ELEMENT 2) (ELEMENT 4)Worksite Hazard Analysis Safety and Health Training

Baseline Surveys and Analyses for the Worksite

Employee Knowledge of Hazards in the Workplace, Recognize Hazards, Signs and Symptoms of Workplace-Related Illnesses, and Safe Work Procedures

Perform Analysis Of New Work and When Significant Changes Occur

Supervisor and Managers Understand Their Safety and Health Responsibilities

Job Hazard Analysis/ Process Review for Routine Jobs

Training Documentation

Routine Self-Inspections Training Curriculum Specific to the Worksite Operations

Hazard Reporting by EmployeesInvestigation Of Mishap/Close CallsInjury/Illness Rates

3. PERFORMANCE RECOGNITION.

In accordance with MPR 8715.1, “Marshall Safety, Health, and Environmental (SHE) Program”, Contractor performance that is validated and recognized to have achieved a world-class program within the term of the contract will be recognized with the following:

Exception: Contractors with less than 100 employees located onsite at MSFC and/or MAF. To be rated at Superior Safety Performance level, the Contractor shall have no lost time injuries during the past year.

The following will result in cases where a Contractor’s performance is rated as being below the accepted safety performance level:

Below Accepted Safety Performance level - Annual rating score of < 16 or a LTC that is <10% of the LTC National average for the applicable NAICS average.

Formal letter from S&MA Director and the Director of the Office of Procurement expressing concern. Corrective Action Plan requested.

Data may be placed in Contractor past performance database.

Failure to improve could result in contract options not being exercised.

Superior Safety Performance level- Annual rating score of > 36 and a Lost Time Case Rate (LTC) < 50% of the LTC National average for the applicable North American Industry Classification System (NAICS) average.

Plaque Presentation by the Center Director at the Marshall Team Meeting.

Appropriate Contractor past performance referrals may be provided.

Exception: Contractors with less than 100 employees located onsite at MSFC and/or MAF. A Below Accepted Safety Performance level will be given to a Contractor having more than one lost time injuries during the past year.

If Contractor’s Safety and Health Performance evaluation rating falls within the range (>16, but <34) and the Contractor achieves a LTC between +/- 10% of the LTC National average for the applicable NAICS, the Contractor’s performance is recognized as acceptable.

No recognition

NOTE: The most current Department of Labor NAICS average, effective at the beginning of the annual evaluation period, will be utilized for LTC evaluation. Lost Time Incidents shall be recorded in accordance with NASA requirements specified in MWI 8621.1, “Mishap and Close Call Reporting and Investigation Program.” Final decisions on any disputed lost time injury determinations will be handled by established Government regulatory procedures.

4. CONTRACTOR ACCOUNTABILITY FOR MISHAPS.

The Contractor shall not be held accountable for injuries to their personnel or damage to the property they control that is caused by individuals or situations clearly outside the control of their contract.

5. EVALUATION PROCESS.

The evaluation process will be based on the major elements and their sub-elements cited in Paragraph 2.

The evaluation process will include these steps:

Contractor to conduct an annual self-assessment of their safety and health program and assign a numerical score to each element (4) using the Safety and Health Management Implementation Guide and Assessment Matrix at Attachment 1.

Contractor self assessments will address compliance with their approved Safety, Health and Environmental (SHE) Plan and MPR 8715.1, “Marshall Safety, Health, and Environmental (SHE) Program.”

Contractor to have their self-assessment validated by CO/COTR and Industrial Safety Branch.

On an annual basis, the CO will apply incentives/recognition or consequences based on the validated yearly score. The CO will make a determination annually for items requested in paragraph 6 that are not reported. (Also, see paragraph 7 below.)

Contractor will provide their self-assessment as shown in Attachment 2 or an equivalent format.

6. SAFETY METRIC REPORTING.

The Contractor shall report safety metrics using MSFC Form 4371 to the extent specified in the contract. Refer to MPR 8715.1, “Marshall Safety, Health, and Environmental (SHE) Program.”

Service and Support contracts - DRD for Mishap and Safety Statistics Report

Construction contracts - MSFC Technical Specification for Repair and Construction (TSRC), Specs and Techs, or Master Specs.

7. FAILURE TO REPORT

If the Contractor fails to timely and accurately report to the CO, COTR and the MSFC Industrial Safety Branch, pursuant to the requirements of the relevant contract, all the information on all personnel and property mishaps that meet the criteria of NPR 8621.1, “NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Recordkeeping”, MWI 8621.1, “Mishap and Close Call Reporting and Investigation Program”, and the items in paragraph 6 of this clause, the CO may reduce the profit/fee/price/cost otherwise payable under the relevant contract in an amount of up to $1,000 for each occurrence of failure to report. Any reduction amount shall be determined by and left to the sole discretion of the CO. This reduction does not apply to award fee type contracts where the award fee payable is based on the award fee criteria and is determined by the Fee Determination Official.

Safety Performance

Evaluation Summary

Evaluation Criteria and Performance RecognitionEVALUATION CRITERIA

o Management Leadership and Employee Involvement (Element 1)o Worksite Analysis (Element 2)o Hazard Prevention and Control (Element 3)o Safety and Health Training (Element 4)

Score > 36 points(Annual Score)

< 16 points(Annual Score)

LTCand< 50% of the LTC National average for the applicable NAICS

Exception: Contractors with less than 100 employees located onsite at MSFC and/or MAF shall have no lost time injuries during the past year.

or> than 10% of the LTC National average for the applicable NAICS

Exception: Contractors with less than 100 employees located onsite at MSFC and/or MAF. A Below Accepted Safety Performance level rating will be given when more than one lost time injuries are reported during the past year.

Grade Levels Superior Safety Performance Below Accepted Safety Performance

RecognitionPlaque Presentation by the Center Director at the Marshall Team Meeting. Appropriate Contractor past performance referrals may be provided.

Formal letter from S&MA Director and the Director of the Office of Procurement expressing concern. Corrective Action Plan requested. Failure to improve could result in Contract Options not being exercised.

NOTE: If the Contractor’s safety performance evaluation does not fall within one of the above categories, no recognition will be provided and possible follow-up by the MSFC Industrial Safety Office.

Reductions in profit/fee/price/cost payable

o Failure to timely and accurately report information on all personnel and property mishaps that meet the criteria of NPR 8621.1, “NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Recordkeeping”, MWI 8621.1, “Mishap and Close Call Reporting and Investigation Program” and the items in paragraph 6 of this clause may result in a reduction in the profit/fee/price/cost otherwise payable under this contract in an amount of up to $1,000 for each occurrence of failure to report. Any reduction amount shall be determined by and left to the sole discretion of the CO. This reduction does not apply to award fee type contracts where the award fee payable is based on the award fee criteria and is determined by the Fee Determination Official.

(18) H-15

ATTACHMENT 1

Safety and Health Management Implementation Guide and Assessment Matrix

Management Leadership and Involvement (Element 1) Worksite Hazard Prevention Safety and HealthScore A. Management B. Employee Analysis (Element 2) and Control (Element 3) Training (Element 4)

Benchmarking indicates “Best in Class.” In areas of visible management leadership, responsibility/accountability, meaningful metrics, and incentive/recognition systems.

Employees fully involved, safety committees functioning well, is a complete behavior process functioning at least one year, employees involved in process planning and risk assessment.

All sub-elements fully in place and functioning well for at least one year.

All programs and sub-elements fully functioning for one year, strong professional support.

All training processes functioning, all levels of personnel trained to identified needs, management training ongoing.

9All sub-elements are in place and functioning well, but have as yet to reach full maturity.

All processes functioning but for limited time, employees involved to great extent.

All sub-elements in place, employees actively participating.

All programs and sub-elements in place and functioning.

All training processes established, management initial training complete.

8One sub-element not fully in place but all are being implemented.

Most processes in place, employee involvement growing.

All sub-elements functioning, employee participation growing.

At least five sub-elements functioning and one in final stage of implementation.

Most personnel trained to identified needs, training recordkeeping and recall system functioning.

7Two sub-elements not fully implemented. Implementation in process on all elements. Employee participation and commitment widespread.

Process activities expanding through organization. Committees and teams functioning.

At least five sub-elements functioning and remainder established.

At least four sub-elements functioning, remaining two developing.

Management and supervisor training in process specialized training in process.

6All sub-elements in process or in place. Strong management leadership and commitment have begun, metric systems in place, resourcing appropriate.

Employee representatives functioning, joint committees functioning, participating in risk assessment and accident investigation.

At least four sub-elements functioning and remaining three in process, employee participation beginning to spread through organization.

Medical and safety programs strengthening, emergency preparedness program established and exercised.

Management training in process developed, supervisor training developed, training recordkeeping and recall system developed.

5Management commitment and leadership accepted by workers, worker participation and commitment begun, metric system.

Employee representatives appointed/elected, committees beginning to perform functions (investigation, analysis, process improvement).

All sub-elements established, employees beginning to participate.

Rules written, medical and safety programs developing Personal Protective Equipment adequate.

Training template completed for all personnel, training needs identified, process development begun, recordkeeping and recall system being developed.

Management commitment and leadership flowing down to workers, metric systems being developed, incentive/recognition system in process.

All processes being established, involvement and awareness enhancement growing.

At least five sub-elements initiated including self-assessment, hazard reporting, and mishap close call investigations.

Rules in process, emergency preparedness program being developed.

Training development in process, specialized training established, mandatory training in process

3Generally good management commitment and leadership, implementation plans approved for all elements.

All process needs identified, awareness and involvement enhancement activities begun.

Job Hazard analysis established, investigations strengthened and include employees.

Medical program initiated safety and health program initiated.

Training needs evaluation complete, training templates in process, recordkeeping and recall system needs to be established

2Management exhibits some aspects of leadership, accountability systems not well defined, employee participation framework defined, limited metrics.

Committees established, little activity, employee involvement beginning, awareness of process started.

Plans established to implement all sub-elements, at least two sub-elements beginning to function.

Personal protective equipment requirements established and being enforced, plans developed for other elements.

Training needs evaluation begun, training template forms developed.

1 Sub-elements have not been established to any significant extent, management leadership is lacking, little or no employee participation.

No committees, little or no employee involvement, no process, little process planning.

Two or fewer sub-elements established, no self-inspection, shallow accident investigation process.

Few or no programs or sub-elements established, few written rules, limited enforcement.

Training needs not established, no management training, limited or no supervisor training.

[END OF ATTACHMENT 1]

(17) H-16

ATTACHMENT 2

Safety and Health Performance Self-Evaluation

Contractors shall conduct an annual self-evaluation of their safety and health program based on the applicable elements and sub-elements of the MSFC safety, health and environmental (SHE) program as listed below. Specific criteria are shown on ATTACHMENT 1 entitled “Safety Health Management Implementation Guide and Assessment Matrix.” Element 1 has a management and employee component. These are simply averaged to obtain the score for Element 1. The result shall be carried to the second decimal point. The score for each element shall be shown below along with explanatory comments for each element.

(ELEMENT 1) (ELEMENT 3)Management and Employee Involvement Hazard Prevention and Control

Management Commitment Hazard Elimination and Control Process (Engineering/Administrative/Safety Devices/Work Practices/Personal Protective Equipment)

Documented Safety Policy and Goals Preventative Maintenance for Facility and EquipmentEmployee Involvement/Engagement Emergency Preparedness and DrillsSafety Committees Emergency Medical Care Program Safety Meetings Hazard Control Programs Subcontractor Safety Occupational Health Program Resources Tracking Hazard Correction Accountability Access to Professional Safety Staff Annual Safety and Health Program Evaluation Disciplinary Program

(ELEMENT 2) (ELEMENT 4)Worksite Hazard Analysis Safety and Health TrainingBaseline Surveys and Analyses For The Worksite Employee Knowledge Of Hazards In The Workplace, Recognize

Hazards, Signs and Symptoms Of Workplace-Related Illnesses, and Safe Work Procedures

Perform Analysis Of New Work and When Significant Changes Occur

Supervisor and Managers Understand Their Safety and Health Responsibilities

Job Hazard Analysis/ Process Review For Routine Jobs Training DocumentationRoutine Self-Inspections Training Curriculum Specific To The Worksite OperationsHazard Reporting By EmployeesInvestigation Of Mishap/Close CallsInjury/Illness Rates

(17) H-17

Contractor: _________________ Contract #: _____________ Date of Evaluation Period: _____________

Name of Person Verifying: ___________________________________________Position: ____________________________________________________________Telephone Number: ___________________________________________________________Email: _____________________________________________________Date: _______________________________________________________________________________Signature: _________________________________________________________________________Element 1: Management Commitment: ___ Employee Involvement: ____ Combined Average: ___

Comments:

Element 2:Worksite Analysis: __

Comments:

Element 3:Hazard Prevention and Control: _____

Comments:

Element 4:Safety and Health Training: ____

Comments:

Total Score: ____________

Comments/ Validation By:

Comments:

Contracting Officer:

Comments:

Representative/S&MA Office:

Comments:

[End of Attachment 2]

(End of Clause)

(20) H-18

H. 15MSFC 52.223-95 PREVENTION OF AND RESPONSE TO THREATENING BEHAVIOR IN THE WORKPLACE (AUG 2010)

The Contractor shall comply with all applicable Contractor responsibilities set forth in Marshall Procedural Requirements (MPR) 1600.2, “Prevention of and Response to Threatening Behavior in the Workplace”.

(End of Clause)

H. 16 APPLICABILITY OF SECTION CLAUSES TO SUBCONTRACTS

In the event the Contractor enters into subcontract(s) for performance of any of the services required under the Performance Work Statement of this contract, the Contractor hereby agrees that, in addition to all other requirements, the intent and purpose of the following contract clauses will be incorporated in any such subcontract(s) where the type of subcontract, or work to be performed, could make the clause applicable. Such inclusion shall be in addition to the Center-specific clauses set forth in this Section H, and the flow down of applicable FAR/NFS clauses delineated throughout this contract.

B.7 Contract Extension Resulting From ProtestF.4 Option to Extend H.17 Associate Contractor Agreement (ACA) For MO&I ActivitiesH.18 Computing Services H.19 Documentation of Training and MSFC Onsite Required Training Courses H.20 Excluded Functions and ResponsibilitiesH.21 Government Premises – Physical and Logical Access and Compliance With ProceduresH.22 Labor ProvisionsH.25 Security/Badging Requirements For Foreign National Visitors And Employees of Foreign

ContractorsH.26 Subcontracts

(End of Clause)

H. 17ASSOCIATE CONTRACTOR AGREEMENT (ACA) FOR MO&I ACTIVITIES

(a) The Contractor shall enter into Associate Contractor Agreements (ACAs) for any portion of the contract requiring cooperation and coordination (with contractors under other NASA contracts) in the accomplishment of the Government’s requirement. The agreements shall include the basis for sharing information, data, technical knowledge, expertise, and/or resources essential to the implementation of mission operations which shall ensure the greatest degree of cooperation to meet the terms of the contract. Associate contractors are listed in paragraph (h) below.

(b) ACA shall include the following general information:

(1) Identify the associate contractors and their relationships.

(2) Identify the program(s) involved and the relevant Government contracts of the associate contractors.

(3) Describe the associate Contractor interfaces by general subject matter.

(19) H-19

(4) Specify the categories of information to be exchanged or support to be provided.

(5) Identify the expiration date (or event) of the ACA.

(6) Identify potential conflicts between relevant Government contracts and the ACA and include agreements on protection of proprietary data and restrictions on employees.

(c) A copy of such agreement shall be provided to the CO for review before execution of the document by the cooperating associate contractors. The CO has the right to ask questions and receive answers from each party, make comments and suggestions, and provide edits prior to execution by the parties. Initial ACAs shall be in place 3 months after contract award. Subsequent ACAs required during contract performance shall be accomplished within 3 months of written notification from the CO to the Contractor.

(d) Nothing in the foregoing shall affect compliance with the requirements of the Organizational Conflict of Interest clause.

(e) The Contractor is not relieved of any contract requirements or entitled to any adjustments to the contract terms because of a failure to resolve a disagreement with an associate Contractor.

(f) Liability for the improper disclosure of any proprietary data contained in or referenced by any agreement shall rest with the parties to the agreement, and not the Government.

(g) All costs associated with the agreements are included in the negotiated cost of this contract.

(h) The following are “associate contracts” with whom agreements are required:

NNM12AA41C Engineering and Science Services and Skills Augmentation (ESSSA) NNM12AA10C Huntsville Operations Support Center (HOSC) NNJ09HA15C Integrated Missions Operations Contract (IMOC) NNJ09HD46C Facilities Development and Operations Contract (FDOC) NAS1510000 International Space Station Vehicle Sustaining Engineering Contract

(VSEC) NAS8-02060 Systems Development & Operations Support (SDOS) Task Order 7, Material

Science Research Rack (MSRR) and Task Order 12 Microgravity Science Glovebox (MSG)

(End of clause)

H. 18 COMPUTING SERVICES

(a) In accordance with Attachment J-8, Installation Provided Property and Services, the Contractor shall utilize desktop IT resources provided by the Agency Consolidated End -user Services (ACES) contract.

(1) Desktops, workstations, laptops, office automation software, printers, peripherals, cellular devices, and associated services (e.g., user accounts, e-mail, and directory services) needed to support Contractor personnel will be provided by NASA through the Agency desktop services contract.

(19) H-20

(2) For any IT resources identified under paragraph (a)(1) above that the Contractor needs to acquire that is not provided by NASA, the Contractor shall submit a request for waiver through the Contracting Officer’s Technical Representative to the Center-specific Chief Information Officer (CIO) for approval, in accordance with established Center processes.

(3) Real-Time ISS Mission related hardware and software used to support ISS Payload operations will be provided by the Huntsville Operations and Service Center (HOSC) contract.

(4) For any NASA developed software required to be installed on an ACES computer, the contractor shall follow the NASA Center established ACES process.

(b) The Contractor may utilize other Government-Wide Acquisition Contracts (GWACs) for acquisition of IT-related items in accordance with FAR Part 51 and NASA FAR Supplement Part 1851. For items authorized to be purchased outside of the Agency desktop services contract, the Contractor has the authority to purchase hardware, software, and maintenance agreements under NASA’s Solutions for Enterprise-Wide Procurement (SEWP) contracts. These items shall be titled to the Government unless otherwise directed by the Contracting Officer. The SEWP catalog can be accessed on the World Wide Web at http://www.sewp.nasa.gov.

(c) The Contractor shall not be restricted by this clause when purchasing other component parts (e.g., cable, connectors, hubs, switches, racks, servers) necessary to provide the services under this contract.

(End of Clause)

H. 19DOCUMENTATION OF TRAINING AND ONSITE REQUIRED TRAINING COURSES

(a) Onsite personnel complete training courses listed below in Table H.19 as well as any future mandated training requirements. These courses are provided as internet-based courses via the NASA System for Administrative, Training, and Education Resources for NASA (SATERN) training system to which Contractor employees will be provided access. Contractors shall maintain training records for each employee, documenting the completion of these and any other required training courses and make available to the Government as requested.

Table H.19 Required Training Courses

TRAINING REQUIREMENT FREQUENCY SOURCENew Employee IT Security Training *OTR OnlineAnnual Information Security Training Annually OnlineProtecting Sensitive But Unclassified Information (SBU) Not Established OnlineSHE 101 – MSFC Safety Health and Environmental (SHE) Program *OTR OnlineSHE 102 – MSFC SHE Program Refresher Training Annually OnlineSHE 118 – MSFC SHE Training for Managers/Supervisors *OTR InstructorSHE 126 – Job Hazard Analysis *OTR OnlineSHE 152 – Hazard Identification and Warning System *OTR OnlineNASA Property Responsibility and Accountability Annually OnlineRecognition and Prevention of Workplace Violence Annually Online

(19) H-21

* – One Time Requirement (OTR)

(b) The Contractor specific certifications are referenced in the Performance Work Statement. Specific training may be further required to execute some duties at MSFC and JSC. In general, training for its employees and subcontractors shall be the responsibility of the Contractor. The Safety, Health, and Environmental (SHE) courses and certification courses are offered to the Contractor on a limited space available basis. NASA makes no obligation to provide this training to Contractor personnel. MSFC Contractors may develop their own training for those courses not provided. For certification courses developed by a Contractor and/or verification of certification by an outside vendor, the course material shall be submitted to the MSFC Industrial Safety Branch/SHE Training Subcommittee for approval, and the training is subject to audit by the Government.

(End of Clause)

H. 20 EXCLUDED FUNCTIONS AND RESPONSIBILITIES

Functions and responsibilities directly involved or associated with the management of any NASA laboratory or office are expressly excluded from this contract. Any instructions, directives, or orders issued under this contract involving such NASA management functions and responsibilities shall be null and void. The following activities are representative of the excluded functions and responsibilities that cannot be provided by the Contractor for the Government:

Policy-making or management of NASA operations; NASA Program or project management; Technical management of Government contracts; NASA management planning, programming, budgeting, review, and analysis; Government purchasing, contracting, contract administration, acceptance of materials and/or

performance, and pay and accounting therefore; Direction or supervision of other Government Contractors or Government agencies, or otherwise

acting as an agent to obligate or commit NASA in any capacity; Clerical and other administration-type functions required to be performed by civil service or

other Contractor personnel; Supervision of Government employees.

(End of Clause)

(19) H-22

H. 21GOVERNMENT PREMISES – PHYSICAL AND LOGICAL ACCESS AND COMPLIANCE WITH PROCEDURES

(a)(1) The Contractor must apply for NASA Personal Identity Verification (PIV) credential

issued by the Protective Services Office for those employees that will be employed by the Contractor and that will be resident or access NASA locations, or NASA cyber resources for more than six (6) months. The PIV credentials will be issued for no longer than the applicable contract period in effect at the time, not to exceed 5-years, and will require renewal for each subsequent contract period within which the Contractor employee will be employed. Based on NASA policies and procedures for background investigations and position risk/sensitivity determination, a minimum of National Agency Check with Written Inquiries (NACI) will be required for credential renewal. Other Contractor personnel who are to be at the location(s) or will be accessing NASA cyber resources for less than six (6) months are to be identified by the Contractor for approval and registered on an access list under the control of the Protective Services Office. All personnel must conspicuously display the PIV credential above the waistline on the outermost garment, and must comply with any and all requirements applicable to PIV credential in effect at the location. In accordance with FAR 52.204-9, Personal Identity Verification of Contractor Personnel, the Contractor shall follow the steps prescribed in Attachment J-11, Personal Identification Verification (PIV) Procedures, to apply for each contract employee (prime and subcontractor) who shall have physical access to a NASA-controlled facility (also referred to as “onsite”) or access to a Federal information system.

(2) Visits by foreign nationals to, for, or on behalf of the Contractor, are restricted and must be necessary for the performance of the contract and concurred in by the Contracting Officer or by the Contracting Officer’s Technical Representative. Approval of such visits must be approved in advance in accordance with NASA Procedural Requirements, NPR 1371.2, Procedural Requirements for Processing Requests for Access to NASA Installations or Facilities by Foreign Nationals or U.S. Citizens Who are Reps of Foreign Entities, w/Change 1 (3/29/04); and NASA Policy Directive, NPD 1371.5, Coordination and Authorization of Access by Foreign Nationals and Foreign Representatives to NASA (Revalidated 3/29/04), http://nodis.hq.nasa.gov. The Contractor may get further information about visits by foreign nationals by contacting the NASA Headquarters International Visits Coordinator located in the Headquarters Security Office.

(3) Access to the locations may be changed or adjusted in response to threat conditions or special situations.

(b) While on Government premises, the Contractor shall comply with requirements governing the conduct of personnel and the operation of the locations. These requirements are set forth in NASA-wide or installation directives, and procedural requirements, and announcements that can be found at http://nodis.hq.nasa.gov, and/or which will be provided to the Contractor as necessary by the Contracting Officer’s Technical Representative, the Contracting Officer, or the NASA Centers/Location’s Chief of Security.

(c) The Contractor may not use official Government envelopes or other Government identified mailing containers bearing any sort of Government insignia, such as "eagle" emblems, in lieu of

(19) H-23

postage stamps or mailing envelopes or containers bearing NASA logos. The Contractor also may not use the Government mail system for personal use. Contractors found in violation could be liable for a fine of $300 per piece of indicia mail used. Otherwise, the Contractor is allowed to use the internal NASA Center/Location interoffice mail system to send documents within the location to the extent necessary for purposes of implementing the terms and conditions of this contract and communicating contract related business to its employees at the locations, and to communicate contract related business to NASA officials, including, but not limited to, the Contracting Officer, the Contracting Officer’s Technical Representative, and other NASA officials, if necessary, for the performance of this contract.

(End of Clause)

H. 22LABOR PROVISIONS

Service Contract Act: Pursuant to the requirements of the Service Contract Act of 1965, as amended, and the applicable clauses incorporated in Section I, the minimum wages to be paid service employees under this contract shall be those set forth in the Department of Labor Wage Determinations (Attachment J-10).

NOTICE: This solicitation and resulting contract are subject to the statutory provisions of the Service Contract Act of 1965, as amended, (Contract Clause 52.222-41), and the implementing regulations of the Act outlined in Title 29 Code of Federal Regulations, Part 4.As a prospective Contractor you are liable for the proper interpretation, application, implementation, and administration of the mandatory provisions of this Act. Therefore, it is imperative that you take appropriate action when preparing your proposal to assure compliance and ensure that your corporate policies are congruous with the spirit and intent of the law.

(End of Clause)

H. 23REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR The completed provision 52.204-8, Annual Representations and Certifications, including any amended representation(s) made at paragraph (b) of the provision; and other representations, certifications and other statements contained in Section K completed and submitted as part of the offer dated [TBP] are hereby incorporated by reference in this resulting contract.

(End of Clause)

H. 24SAFETY, HEALTH, AND EVIRONMENTAL (SHE) PLAN

The Contractor’s Safety, Health, and Environmental (SHE) Plan is incorporated into the contract in Attachment J-9 by reference, Safety, Health, and Environmental Plan, and shall comply with the instructions contained in DRD 1417SA-SHPon-001, “On-Site Safety, Health, and Environmental (SHE) Plan.” This plan includes Center-specific addenda that clearly delineate the Contractor’s responsibilities relating to Center safety, health, and environmental requirements at each Center.

(End of clause)

(19) H-24

H. 25SECURITY/BADGING REQUIREMENTS FOR FOREIGN NATIONAL VISITORS AND EMPLOYEES OF FOREIGN CONTRACTORS

(a) An employee of a domestic NASA Contractor or its subcontractor who is not a U.S. citizen (foreign national) may not be admitted to a NASA site for purposes of performing work without special arrangements. In addition, all employees or representatives of a foreign NASA Contractor/subcontractor may not be admitted to a NASA site without special arrangements. For employees as described above, advance notice must be given to the Protective Services Office at least 20 working days prior to the scheduled need for access to the site so that instructions on obtaining access may be provided.

(b) All visit/badge requests for persons described in paragraph (a) above must be entered in the Identity Credential and Access Management (ICAM) System for acceptance, review, concurrence and approval purposes. When an authorized company official requests a NASA badge for site access, he/she is certifying that steps have been taken to ensure that its Contractor or subcontractor employees, visitors, or representatives will not be given access to export-controlled or classified information for which they are not authorized. The authorized company officials shall serve as the Contractor’s representative(s) in certifying that all visit/badge request forms are processed in accordance with Protective Services Office and export control procedures. No foreign national, representative, or resident alien Contractor/subcontractor employee shall be granted access to a NASA site until a completed request has been approved and processed through the ICAM. Unescorted access will not be granted unless the site-specific NASA Protective Services Office has completed a favorable Investigation.

(c) The Contractor agrees that it will not employ for the performance of work at the NASA site any individuals who are not legally authorized to work in the United States. If the site-specific NASA Industrial Security Specialist or the contracting officer has reason to believe that any employee of the Contractor may not be legally authorized to work in the United States and/or on the contract, the Contractor may be required to furnish copies of federal Form I-9 (Employment Eligibility Verification), U.S. Department of Labor Application for Alien Employment Certification, and any other type of employment authorization document.

(d) The Contractor agrees to provide the information requested by the Protective Services Office in order to comply with NASA policy directives and guidelines related to foreign visits to NASA facilities so that (1) the visitor/employee/representative may be allowed access to NASA Centers for performance of this contract, (2) required investigations can be conducted, and (3) required annual or revalidation reports can be submitted to NASA Headquarters. All requested information must be submitted in a timely manner in accordance with instructions provided by any NASA Center to be visited.

(End of Clause)

(19) H-25

H. 26SUBCONTRACTS

(a) In accordance with the clause entitled Subcontracts [FAR 52.244-2(OCT 2010)] the following classes of subcontracts are designated for special surveillance, and the Contractor shall obtain the Contracting Officer's written consent before placement:

(1) All cost reimbursement, letter, and labor-hour/time and material subcontracts;

(2) All fixed price subcontracts exceeding $500,000 total value, including all options, if the Contractor has an approved purchasing system; and,

(3) All fixed price subcontracts exceeding $150,000 total value, including all options, if the Contractor does not have an approved purchasing system.

(b) In conducting procurements for IT resources, the Contractor shall comply with the acquisition planning, publication, and competition requirements as generally set forth in the Federal Acquisition Regulation (FAR), Parts 6 and 39.

(c) All subcontracts shall be in the name of the Contractor and shall not bind nor purport to bind the Government in any manner.

(d) The Contractor shall ensure that all subcontracts and purchase orders for products or services such as software licenses, system/equipment leases and hardware/software maintenance include language that requires the provider to agree to permit assignment of that agreement, and the rights granted thereunder, to NASA, Marshall Space Flight Center, or to another party that may be selected by NASA or as directed by the Contracting Officer.

(End of Clause)

[END OF SECTION]

(19) H-26

RFP # NNM12407668R SECTION I

PART II—CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

(End of text)

I. 1 CLAUSES INCORPORATED BY REFERENCE :

FEDERAL ACQUISITION REGULATION CLAUSES (FAR) (48 CFR CHAPTER 1)

CLAUSE TITLE DATE52.202-1 Definitions JAN 201252.203-3 Gratuities APR 198452.203-5 Covenant Against Contingent Fees APR 198452.203-6 Restrictions on Subcontractor Sales to the Government SEP 200652.203-7 Anti-Kickback Procedures OCT 201052.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal

or Improper ActivityJAN 1997

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity JAN 199752.203-13 Contractor Code of Business Ethics and Conduct APR 201052.203-14 Display of Hotline Poster(s) DEC 200752.203-16 Preventing Personal Conflicts of Interest DEC 201152.204-2 Security Requirements AUG 199652.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content PaperMAY 2011

52.204-7 Central Contractor Registration FEB 201252.204-9 Personal Identity Verification of Contractor Personnel JAN 201152.204-10 Reporting Executive Compensation and First-Tier

Subcontract AwardsFEB 2012

52.207-3 Right of First Refusal of Employment MAY 200652.210-1 Market Research APR 201152.215-2 Audit and Records - Negotiation OCT 201052.215-8 Order of Precedence - Uniform Contract Format OCT 199752.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 201152.215-11 Price Reduction for Defective Certified Cost or Pricing Data

- ModificationsAUG 2011

52.215-12 Subcontractor Certified Cost or Pricing Data OCT 201052.215-13 Subcontractor Certified Cost or Pricing Data -

ModificationsOCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 201052.215-17 Waiver of Facilities Capital Cost of Money OCT 1997

CLAUSE TITLE DATE52.215-18 Reversion or Adjustment of Plans for Postretirement

Benefits (PRB) Other Than PensionsJUL 2005

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications

OCT 2010

52.215-23 Limitations on Pass-Through Charges OCT 200952.219-4 Notice of Price Evaluation Preference for HUBZone Small

Business Concerns JAN 2011

52.219-8 Utilization of Small Business Concerns JAN 201152.219-9 Small Business Subcontracting Plan JAN 201152.219-16 Liquidated Damages - Subcontracting Plan JAN 199952.222-1 Notice to the Government of Labor Disputes FEB 199752.222-2 Payment for Overtime Premiums (See Clause B.5) JUL 199052.222-3 Convict Labor JUN 200352.222-4 Contract Work Hours and Safety Standards Act - Overtime

CompensationJUL 2005

52.222-21 Prohibition of Segregated Facilities FEB 199952.222-26 Equal Opportunity MAR 200752.222-29 Notification of Visa Denial JUN 200352.222-35 Equal Opportunity for Veterans SEP 201052.222-36 Affirmative Action for Workers with Disabilities OCT 201052.222-37 Employment Reports on Veterans SEP 201052.222-40 Notification of Employee Rights Under the National Labor

Relations ActDEC 2010

52.222-41 Service Contract Act of 1965 NOV 200752.222-50 Combating Trafficking in Persons FEB 200952.222-54 Employment Eligibility Verification JAN 200952.223-5 Pollution Prevention and Right-to-Know Information MAY 201152.223-6 Drug-Free Workplace MAY 200152.223-10 Waste Reduction Program MAY 201152.223-18 Encouraging Contractor Policies to Ban Text Messaging

While DrivingAUG 2011

52.223-19 Compliance with Environmental Management Systems MAY201152.224-1 Privacy Act Notification APR 198452.224-2 Privacy Act APR 198452.227-14 Rights in Data--General As Modified by NFS 1852.227-14 DEC 2007

Rights in Data--General --Alternate I DEC 2007Rights in Data--General --Alternate II ADDITONAL PURPOSES (i)(ii) AND (iii) PER FAR 27.404-2(c)(1)

DEC 2007

Rights in Data--General --Alternate III DEC 200752.225-1 Buy American Act - Supplies FEB 200952.225-13 Restrictions on Certain Foreign Purchases JUN 200852.225-14 Inconsistency between English Version and Translation of

ContractFEB 2000

52.227-1 Authorization and Consent DEC 200752.227-2 Notice and Assistance Regarding Patent and Copyright

InfringementDEC 2007

52.227-11 Patent Rights--Ownership by the Contractor – DEC 2007

CLAUSE TITLE DATEAS MODIFIED BY NFS 1852.227-11 (J) INSERT “LS01/Chief Intellectual Property Counsel”

52.228-7 Insurance - Liability to Third Persons MAR 199652.230-2 Cost Accounting Standards OCT 201052.230-6 Administration of Cost Accounting Standards. JUN 201052.232-9 Limitation on Withholding of Payments APR 198452.232-17 Interest OCT 201052.232-18 Availability of Funds APR 198452.232-22 Limitation of Funds APR 198452.232-23 Assignment of Claims JAN 198652.232-25 Prompt payment OCT 2008

Prompt payment-- Alternate I FEB 200252.232-33 Payment by Electronic Funds Transfer - Central Contractor

RegistrationOCT 2003

52.233-1 Disputes JUL 2002Disputes—Alternate I DEC 1991

52.233-3 Protest after Award AUG 198652.233-4 Applicable Law for Breach of Contract Claim OCT 200452.237-2 Protection of Government Buildings, Equipment, and

VegetationAPR 1984

52.237-3 Continuity of Services JAN 199152.242-1 Notice of Intent to Disallow Costs APR 198452.242-2 Production Progress Reports APR 199152.242-3 Penalties for Unallowable Costs MAY 200152.242-4 Certification of Final Indirect Costs JAN 199752.242-13 Bankruptcy JUL 199552.243-2 Changes - Cost-Reimbursement AUG 198752.244-5 Competition in Subcontracting DEC 199652.245-1 Government Property APR 201252.245-9 Use and Charges APR 201252.246-25 Limitation of Liability - Services FEB 199752.247-63 Preference for U.S.-Flag Commercial Vessels JUN 200352.248-1 Value Engineering OCT 201052.249-6 Termination (Cost-Reimbursement) MAY 200452.249-14 Excusable Delays APR 198452.251-1 Government Supply Sources AUG 201052.253-1 Computer Generated Forms JAN 1991

CLAUSE TITLE DATE1852.203-70 Display of Inspector General Hotline Posters JUN 20011852.216-89 Assignment and Release Forms JUL 19971852.219-75 Small Business Subcontracting Reporting MAY 19991852.219-77 NASA Mentor-Protégé Program MAY 20091852.223-74 Drug- and Alcohol-Free Workforce MAR 19961852.225-71 Restriction on Funding Activity with China FEB 20121852.227-11 Patent Rights - Retention by the Contractor(Short Form)

“Modified FAR Clause”Undated

1852.227-14 Rights In Data – General “Modified FAR Clause” Undated1852.237-70 Emergency Evacuation Procedures DEC 19881852.242-78 Emergency Medical Services and Evacuation APR 2001

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

This contract is subject to the written approval of the MSFC Procurement Officer and shall not be binding until so approved.

(End of Clause)

I. 3 FAR 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (FEB 2012)

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

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

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

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

(ii) The Contractor, when viewing data on itself; and

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

(i) Past performance reviews required by subpart 42.15;

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

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

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

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

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

will remain a part of the record unless the Contractor revises them.

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

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

(End of clause)

I. 4 FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

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

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

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

(b) The Contractor shall:

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

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

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before

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

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

(End of clause)

I. 5 FAR 52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2011)

(a) Invoicing. (1) The Government will make payments to the Contractor when requested as work

progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30th"] day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of

this clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only -

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for -

(A)Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made -

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D)Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless -

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or

more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates.

(1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed

expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the Contractor is the prime or upper-tier Contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv)The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A)Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General Organizational information and Executive compensation for the five most highly compensated executives. See 31.205-6(p). Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/.

(C) Identification of prime contracts under which the Contractor performs as a subcontractor.

(D)Description of accounting system (excludes Contractors required to submit a CAS

Disclosure Statement or Contractors where the description of the accounting system has not changed from the previous year's submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes Contractors where the procedures have not changed from the previous year's submission).

(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).

(G)Management letter from outside CPAs concerning any internal control weaknesses.

(H)Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K)Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.

(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after

settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime Contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.

(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may--

(A)Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates -

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be -

(1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs; or

(2) Adjusted for prior overpayments or underpayments.

(h) Final payment.

(1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final

payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver -

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except -

(A)Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

(End of clause)

I. 6 FAR 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued during the period of performance specified in clause F.2, Period of Performance.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

I. 7 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $0.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor -

(1) Any order for a single item in excess of $30 million;

(2) Any order for a combination of items in excess of $30 million; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

I. 8 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract 180 days past the term of the contract.

(End of Clause)

I. 9 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to

prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor 30 days before the contract expires.

(End of clause)

I. 10FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

(End of clause)

I. 11 RESERVED

I. 12 FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This Statement is for Information Only: It is not a Wage Determination

Table I.12 Classification, Grade, Rates

Classification SCA # Grade/Step

Administrative Assistant 01020 GS7 $21.27 Data Entry Operator I 01051 GS 2/4 $11.95 Data Entry Operator II 01052 GS 3/4 $13.89 Messenger Courier 01141 GS 1 $10.07 Secretary I 01311 GS 4 $15.32 Secretary II 01312 GS 5 $17.16 Secretary III 01313 GS 6 $19.14 Supply Technician 01410 GS 5 $21.27 Material Coordinator 21030 WG 7 $19.18 Engineering Technician I 30081 GS 3 $15.98 Engineering Technician II 30082 GS 4 $20.81 Engineering Technician III 30083 GS 5 $21.00 Engineering Technician IV 30084 GS 7 $28.62 Engineering Technician V 30085 GS 9 $33.81 Engineering Technician VI 30086 GS 11 $40.89 Technical Writer I 30461 GS 7 $21.30 Technical Writer II 30462 GS 9 $26.06

(End of clause)

I. 13FAR 52.244-2 SUBCONTRACTS (OCT 2010)

(a) Definitions. As used in this clause -

"Approved purchasing system" means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

"Consent to subcontract" means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

"Subcontract" means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that -

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds -

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts:

See Clause H.26 Subcontracts

(1) Ratifications of any amount (i.e., all orders issued prior to issuance of a contractual document or issued without all required approvals).

(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c) or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv)The proposed subcontract price.

(v) The subcontractor's current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi)The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting -

(A)The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D)The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor's certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such

defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor's price objective and the price negotiated; and

(G)A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c) or (d) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute a determination -

(1) Of the acceptability of any subcontract terms or conditions;

(2) Of the allowability of any cost under this contract; or

(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: N/A

(End of clause)

I. 14 FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2010)

(a) Definitions. As used in this clause--

"Commercial item" has the meaning contained in Federal Acquisition Regulation 2.101, Definitions."Subcontract" includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or non-developmental items as components of items to be supplied under this contract.

(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000 and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.219-8, Utilization of Small Business Concerns (DEC 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212(a)).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (OCT 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

(ix) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

(End of clause)

I. 15FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): For Federal Acquisition Regulation (FAR)clauses, see http://www.acqnet.gov/far/

For NASA FAR Supplement (NFS) clauses, see http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

(End of clause)

I. 16FAR 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any NASA FAR Supplement clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of clause)

I. 17NFS 1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY RESOURCES (JAN 2011)

(a) The Contractor shall protect the confidentiality, integrity, and availability of NASA Electronic Information and IT resources and protect NASA Electronic Information from unauthorized disclosure.

(b) This clause is applicable to all NASA contractors and sub-contractors that process, manage, access, or store unclassified electronic information, to include Sensitive But Unclassified (SBU) information, for NASA in support of NASA's missions, programs, projects and/or institutional requirements. Applicable requirements, regulations, policies, and guidelines are identified in the Applicable Documents List (ADL) provided as an attachment to the contract. The documents listed in the ADL can be found at: http://www.nasa.gov/offices/ocio/itsecurity/index.html. For policy information considered sensitive, the documents will be identified as such in the ADL and made available through the Contracting Officer.

(c) Definitions.

(1) IT resources means any hardware or software or interconnected system or subsystem of equipment, that is used to process, manage, access, or store electronic information.

(2) NASA Electronic Information is any data (as defined in the Rights in Data clause of this contract) or information (including information incidental to contract administration, such as financial, administrative, cost or pricing, or management information) that is

processed, managed, accessed or stored on an IT system(s) in the performance of a NASA contract.

(3) IT Security Management Plan--This plan shall describe the processes and procedures that will be followed to ensure appropriate security of IT resources that are developed, processed, or used under this contract. Unlike the IT security plan, which addresses the IT system, the IT Security Management Plan addresses how the Contractor will manage personnel and processes associated with IT Security on the instant contract.

(4) IT Security Plan--this is a FISMA requirement; see the ADL for applicable requirements. The IT Security Plan is specific to the IT System and not the contract. Within 30 days after award, the Contractor shall develop and deliver an IT Security Management Plan to the Contracting Officer; the approval authority will be included in the ADL. All Contractor personnel requiring physical or logical access to NASA IT resources must complete NASA's annual IT Security Awareness training. Refer to the IT Training policy located in the IT Security Web site at https://itsecurity.nasa.gov/policies/index.html.

(d) The Contractor shall afford Government access to the Contractor's and subcontractors' facilities, installations, operations, documentation, databases, and personnel used in performance of the contract. Access shall be provided to the extent required to carry out a program of IT inspection (to include vulnerability testing), investigation and audit to safeguard against threats and hazards to the integrity, availability, and confidentiality of NASA Electronic Information or to the function of IT systems operated on behalf of NASA, and to preserve evidence of computer crime.

(e) At the completion of the contract, the Contractor shall return all NASA information and IT resources provided to the Contractor during the performance of the contract in accordance with retention documentation available in the ADL. The Contractor shall provide a listing of all NASA Electronic information and IT resources generated in performance of the contract. At that time, the Contractor shall request disposition instructions from the Contracting Officer. The Contracting Officer will provide disposition instructions within 30 calendar days of the Contractor's request. Parts of the clause and referenced ADL may be waived by the contracting officer, if the Contractor's ongoing IT security program meets or exceeds the requirements of NASA Procedural Requirements (NPR) 2810.1 in effect at time of award. The current version of NPR 2810.1 is referenced in the ADL. The Contractor shall submit a written waiver request to the Contracting Officer within 30 days of award. The waiver request will be reviewed by the Center IT Security Manager. If approved, the Contractor Officer will notify the Contractor, by contract modification, which parts of the clause or provisions of the ADL are waived.

(f) The Contractor shall insert this clause, including this paragraph in all subcontracts that process, manage, access or store NASA Electronic Information in support of the mission of the Agency.

(End of clause)

NOTE: The requirement for IT Security Management Plan submittal is included with the requirements for Data Requirements Description (DRD) 1417MA-MP-001, Management Plan.

I. 18NFS 1852.215-84 OMBUDSMAN (OCT 2003)

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

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

(End of clause)

I. 19 NFS 1852.219-76 NASA 8 PERCENT GOAL (JUL 1997)

(a) Definitions.

"Historically Black Colleges or University," as used in this clause, means an institution determined by the Secretary of Education to meet the requirements of 34 CFR Section 608.2. The term also includes any nonprofit research institution that was an integral part of such a college or university before November 14, 1986.

"Minority institutions," as used in this clause, means an institution of higher education meeting the requirements of section 1046(3) of the Higher Education Act of 1965 (20 U.S.C. 1135d-5(3)) which for the purposes of this clause includes a Hispanic-serving institution of higher education as defined in section 316(b)(1) of the Act (20 U.S.C. 1059c(b)(1)).

"Small disadvantaged business concern," as used in this clause, means a small business concern that (1) is at least 51 percent unconditionally owned by one or more individuals who are both socially and economically disadvantaged, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more socially and economically disadvantaged individuals, and (2) has its management and daily business controlled by one or more such individuals. This term also means a small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more of these entities, which has its management and daily business controlled

by members of an economically disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the requirements of 13 CFR 124.

"Women-owned small business concern," as used in this clause, means a small business concern (1) which is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women, and (2) whose management and daily business operations are controlled by one or more women.

(b) The NASA Administrator is required by statute to establish annually a goal to make available to small disadvantaged business concerns, Historically Black Colleges and Universities, minority institutions, and women-owned small business concerns, at least 8 percent of NASA's procurement dollars under prime contracts or subcontracts awarded in support of authorized programs, including the space station by the time operational status is obtained.

(c) The Contractor hereby agrees to assist NASA in achieving this goal by using its best efforts to award subcontracts to such entities to the fullest extent consistent with efficient contract performance.

(d) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as small disadvantaged business concerns, Historically Black Colleges and Universities, minority institutions, and women-owned small business concerns.

(End of clause)

I. 20 NFS 1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005)

(a) As used in this clause, “sensitive information” refers to information that a Contractor has developed at private expense, or that the Government has generated that qualifies for an exception to the Freedom of Information Act, which is not currently in the public domain, and which may embody trade secrets or commercial or financial information, and which may be sensitive or privileged.

(b) To assist NASA in accomplishing management activities and administrative functions, the Contractor shall provide the services specified elsewhere in this contract.

(c) If performing this contract entails access to sensitive information, as defined above, the Contractor agrees to--

(1)Utilize any sensitive information coming into its possession only for the purposes of performing the services specified in this contract, and not to improve its own competitive position in another procurement.

(2)Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

(3)Allow access to sensitive information only to those employees that need it to perform services under this contract.

(4)Preclude access and disclosure of sensitive information to persons and entities outside of the Contractor's organization.

(5)Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure.

(6)Obtain a written affirmation from each employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this contract.

(7)Administer a monitoring process to ensure that employees comply with all reasonable security procedures, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

(d) The Contractor will comply with all procedures and obligations specified in its Organizational Conflicts of Interest Mitigation Plan, which this contract incorporates as a compliance document.

(e) The nature of the work on this contract may subject the Contractor and its employees to a variety of laws and regulations relating to ethics, conflicts of interest, corruption, and other criminal or civil matters relating to the award and administration of government contracts. Recognizing that this contract establishes a high standard of accountability and trust, the Government will carefully review the Contractor's performance in relation to the mandates and restrictions found in these laws and regulations. Unauthorized uses or disclosures of sensitive information may result in termination of this contract for default, or in debarment of the Contractor for serious misconduct affecting present responsibility as a government Contractor.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), suitably modified to reflect the relationship of the parties, in all subcontracts that may involve access to sensitive information

(End of clause)

I. 21 NFS 1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005)

(a) As used in this clause, “Sensitive information” refers to information, not currently in the public domain, that the Contractor has developed at private expense, that may embody trade secrets or commercial or financial information, and that may be sensitive or privileged.

(b) In accomplishing management activities and administrative functions, NASA relies heavily on the support of various service providers. To support NASA activities and functions, these service providers, as well as their subcontractors and their individual employees, may need access to sensitive information submitted by the Contractor under this contract. By submitting this proposal or performing this contract, the Contractor agrees that NASA may release to its service providers, their subcontractors, and their individual employees, sensitive information submitted during the course of this procurement, subject to the enumerated protections mandated by the clause at 1852.237-72, Access to Sensitive Information.

(1) The Contractor shall identify any sensitive information submitted in support of this proposal or in performing this contract. For purposes of identifying sensitive information, the Contractor may, in addition to any other notice or legend otherwise required, use a notice similar to the following:

Mark the title page with the following legend:This proposal or document includes sensitive information that NASA shall not disclose outside the Agency and its service providers that support management activities and administrative functions. To gain access to this sensitive information, a service provider's contract must contain the clause at NFS 1852.237-72, Access to Sensitive Information. Consistent with this clause, the service provider shall not duplicate, use, or disclose the information in whole or in part for any purpose other than to perform the services specified in its contract. This restriction does not limit the Government's right to use this information if it is obtained from another source without restriction. The information subject to this restriction is contained in pages [Insert page numbers or other identification of pages]. Mark each page of sensitive information the Contractor wishes to restrict with the following legend:Use or disclosure of sensitive information contained on this page is subject to the restriction on the title page of this proposal or document.

(2) The Contracting Officer shall evaluate the facts supporting any claim that particular information is “sensitive.” This evaluation shall consider the time and resources necessary to protect the information in accordance with the detailed safeguards mandated by the clause at 1852.237-72, Access to Sensitive Information. However, unless the Contracting Officer decides, with the advice of Center counsel, that reasonable grounds exist to challenge the Contractor's claim that particular information is sensitive, NASA and its service providers and their employees shall comply with all of the safeguards contained in paragraph (d) of this clause.

(d) To receive access to sensitive information needed to assist NASA in accomplishing management activities and administrative functions, the service provider must be operating under a contract that contains the clause at 1852.237-72, Access to Sensitive Information. This clause obligates the service provider to do the following:

(1) Comply with all specified procedures and obligations, including the Organizational Conflicts of Interest Avoidance Plan, which the contract has incorporated as a compliance document.

(2) Utilize any sensitive information coming into its possession only for the purpose of performing the services specified in its contract.

(3) Safeguard sensitive information coming into its possession from unauthorized use and disclosure.

(4) Allow access to sensitive information only to those employees that need it to perform services under its contract.

(5) Preclude access and disclosure of sensitive information to persons and entities outside of the service provider's organization.

(6) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in its contract and to safeguard it from unauthorized use and disclosure.

(7) Obtain a written affirmation from each employee that he/she has received and will comply with training on the authorized uses and mandatory protections of sensitive information needed in performing this contract.

(8) Administer a monitoring process to ensure that employees comply with all reasonable security procedures, report any breaches to the Contracting Officer, and implement any necessary corrective actions.

(e) When the service provider will have primary responsibility for operating an information technology system for NASA that contains sensitive information, the service provider's contract shall include the clause at 1852.204-76, Security Requirements for Unclassified Information Technology Resources. The Security Requirements clause requires the service provider to implement an Information Technology Security Plan to protect information processed, stored, or transmitted from unauthorized access, alteration, disclosure, or use. Service provider personnel requiring privileged access or limited privileged access to these information technology systems are subject to screening using the standard National Agency Check (NAC) forms appropriate to the level of risk for adverse impact to NASA missions. The Contracting Officer may allow the service provider to conduct its own screening, provided the service provider employs substantially equivalent screening procedures.

(f) This clause does not affect NASA's responsibilities under the Freedom of Information Act.

(g) The Contractor shall insert this clause, including this paragraph (g), suitably modified to reflect the relationship of the parties, in all subcontracts that may require the furnishing of sensitive information.

(End of clause)

I. 22 NFS 1852.225-71 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (FEB 2012)

(a) Definition - “China” or “Chinese-owned company” means the People’s Republic of China, any company owned by the People’s Republic of China or any company incorporated under the laws of the People’s Republic of China.

(b) Public Laws 112-10, Section 1340(a) and 112-55, Section 539, restrict NASA from contracting to participate, collaborate, coordinate bilaterally in any way with China or a Chinese-owned company using funds appropriated on or after April 25, 2011. Contracts for commercial and non developmental items are exempted from the prohibition because they constitute purchase of goods or services that would not involve participation, collaboration, or coordination between the parties.

(c) This contract may use restricted funding that was appropriated on or after April 25, 2011. The contractor shall not contract with China or Chinese-owned companies for any effort

related to this contract except for acquisition of commercial and non-developmental items. If the contractor anticipates making an award to China or Chinese-owned companies, the contractor must contact the contracting officer to determine if funding on this contract can be used for that purpose.

(d) Subcontracts - The contractor shall include the substance of this clause in all subcontracts made hereunder.

(End of clause)

[END OF SECTION]

RFP # NNM12407668R SECTION J

PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

Attachment No. Description Pages

J-l Performance Work Statement (PWS) J-1-1 – J-1-43

J-2 Data Procurement Document J-2-1 – J-2-62

J-3 Applicable Documents J-3-1 – J-3-7

J-4 Acronyms and Abbreviations J-4-1 – J-4-10

J-5 Organizational Conflict of Interest (OCI) Plan J-5-1 – J-5-1

J-6 Work Breakdown Structure (WBS) Outline J-6-1 – J-6-3

J-7 Mission Operations & Integration Award Fee J-7-1 – J-7-21Evaluation Plan

J-8 Installation Provided Property and Services J-8-1 – J-8-21

J-9 Safety, Health and Environmental Plan J-9-1 – J-9-1

J-10 Service Contract Act (SCA) Wage Determination J-10-1 – J-10-19

J-11 Personal Identity Verification (PIV) Procedures J-11-1 – J-11-7

J-12 IDIQ Fully Burdened Rates J-12-1 – J-12-3

J-13 Mission Operations & Integration Contact Task Order Summary J-13-1 – J-13-2

J-14 Small Business Subcontracting Plan J-14-1 – J-14-1

J-15 IDIQ Task Ordering Process J-15-1 – J-15-2

RFP # NNM12407668R SECTION K

PART IV—REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

In addition to the representations and certifications provided on the following pages, Offeror shall provide with their proposals a copy of their Online Representations and Certifications Application (ORCA) with each copy of the Volume IV, Model Contract.

[The remainder of this page intentionally left blank]

K. 1 FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAR 2012)

(a) (1) The North American Industry Classification System (NAICS) code for this acquisition is __________________ [insert NAICS code].(2) The small business size standard is _____________ [insert size standard].(3) The small business size standard for a concern which submits an offer in its own name,

other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b) (1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of this provision applies.

(2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:[ ] (i) Paragraph (d) applies.[ ] (ii) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c) (1) The following representations or certifications in ORCA are applicable to this solicitation as indicated:

(i) 52.203-2, Certificate of Independent Price Determination.This provision applies to solicitations when a firm fixed- price contract or fixed-price contract with economic price adjustment is contemplated, unless—(A)The acquisition is to be made under the simplified acquisition procedures in Part

13;(B) The solicitation is a request for technical proposals under two-step sealed bidding

procedures; or(C) The solicitation is for utility services for which rates are set by law or regulation.

(ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000.(iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at 52.204-7, Central Contractor Registration.(iv) 52.204-5, Women-Owned Business (Other Than Small Business). This provision applies to solicitations that—(A)Are not set aside for small business concerns;(B) Exceed the simplified acquisition threshold;

and(C) Are for contracts that will be performed in the United States or its outlying areas.(v) 52.209-2, Prohibition on Contracting with Inverted Domestic Corporations—Representation. This provision applies to solicitations using funds appropriated in fiscal years 2008, 2009, or 2010.

(vi) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold.(vii) 52.214-14, Place of Performance—Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government.(viii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government.(ix) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas.The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard.(D)The provision with its Alternate I applies to solicitations issued by DoD, NASA,

or the Coast Guard.(x) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas.(xi) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity.(xii) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity.(xiii) 52.222-38, Compliance with Veterans’ Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award willexceed the simplified acquisition threshold and the contract is not for acquisition of commercial items.(xiv) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA–designated items; or include theclause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.(xv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA–designated items.(xvi) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at 52.225-1.(xvii) 52.225-4, Buy American Act—Free Trade Agreements—Israeli Trade Act Certificate. (Basic, Alternates I, II, and III.) This provision applies to solicitations containing the clause at 52.225-3.(A) If the acquisition value is less than $25,000, the basic provision applies.(B) If the acquisition value is $25,000 or more but is less than $50,000, the provision

with its Alternate I applies.(C) If the acquisition value is $50,000 or more but is less than $77,494, the provision

with its Alternate II applies.(D) If the acquisition value is $77,494 or more but is less than $100,000, the

provision with its Alternate III applies.

(xviii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5.(xix) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan—Certification. This provision applies to all solicitations.(xx) 52.225-25, Prohibition on Contracting with Entities Engaging in Sanctioned Activities Relating to Iran—Representation and Certification. This provision applies to all solicitations.(xxi) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to—(A) Solicitations for research, studies, supplies, or services of the type normally

acquired from higher educational institutions; and(B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the

clause at 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns.

(2) The following certifications are applicable as indicated by the Contracting Officer: [Contracting Officer check as appropriate.]

__ (i) 52.219-22, Small Disadvantaged Business Status.__ (A) Basic.__ (B) Alternate I.__ (ii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products.__ (iii) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment Certification.__ (iv) 52.222-52, Exemption from Application of the Service Contract Act to Contracts for Certain Services– Certification.__ (v) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA–Designated Products (Alternate I only).__ (vi) 52.227-6, Royalty Information.__ (A) Basic.__(B) Alternate I.__ (vii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software.

(d) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website accessed through https://www.acquisition.gov. After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

FAR CLAUSE # TITLE DATE CHANGE____________ _________ _____ _______

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA.

(End of Provision)

K. 2 FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS. (FEB 2012)

(a) Definitions. As used in this provision— “Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.“Federal contracts and grants with total value greater than $10,000,000” means—(1) The total value of all current, active contracts and grants, including all priced

options; and(2) The total value of all current, active orders including all priced options under

indefinite-delivery, indefinite-quantity,8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:(1) Whether the offeror, and/or any of its principals, has or has not, within the last five

years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a

monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.(iii) In an administrative proceeding, a finding of fault and liability that results in

—(A) The payment of a monetary fine or penalty of $5,000 or more; or(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv)(In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in theCentral Contractor Registration database via https://www.acquisition.gov (see 52.204-7).

(End of provision)

K. 3 FAR 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (OCT 2008)

Note: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified by Roman numerals I through III.Offerors shall examine each part and provide the requested information in order to determine Cost Accounting Standards (CAS) requirements applicable to any resultant contract.If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to full or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively.I. Disclosure Statement - Cost Accounting Practices and Certification(a) Any contract in excess of $650,000 resulting from this solicitation will be subject to the

requirements of the Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as specified in 48 CFR 9903.201-1.

(b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 CFR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR 9903.202. When required, the Disclosure Statement must be submitted as a part of the offeror's proposal under this solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in connection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the offeror may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I of this provision.

Caution: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or accumulating and reporting contract performance cost data.

(c) Check the appropriate box below:

(1) [ ] Certificate of Concurrent Submission of Disclosure Statement. The offeror hereby certifies that, as a part of the offer, copies of the Disclosure Statement have been submitted as follows:

(i) Original and one copy to the cognizant Administrative Contracting Officer (ACO) or cognizant Federal agency official authorized to act in that capacity (Federal official), as applicable; and

(ii) One copy to the cognizant Federal auditor.

(Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the cognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.)Date of Disclosure Statement: [Name and Address of Cognizant ACO or Federal Official Where Filed:]The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the Disclosure Statement.

(2) [ ] Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required Disclosure Statement was filed as follows:

Date of Disclosure Statement: [ ]Name and Address of Cognizant ACO or Federal Official Where Filed: [ ]The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the applicable Disclosure Statement.

(3) [ ] Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts and subcontracts subject to CAS totaling $50 million or more in the cost accounting period immediately preceding the period in which this proposal was submitted. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately.

(4) [ ] Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding the period in which this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure Statement. The offeror further certifies that if an award resulting from this proposal has not been made within 90 days after the end of that period, the offeror will immediately submit a revised certificate to the Contracting Officer, in the form specified under subparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, to verify submission of a completed Disclosure Statement.

Caution: Offerors currently required to disclose because they were awarded a CAS-covered prime contract, or subcontract of $50 million or more in the current cost accounting period may not claim this exemption (4). Further, the exemption applies only in connection with proposals submitted before expiration of the 90-day period following the cost accounting period in which the monetary exemption was exceeded.

II. Cost Accounting Standards - Eligibility for Modified Contract Coverage

If the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and elects to do so, the offeror shall indicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause.

[ ] The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 CFR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost Accounting Practices clause because during the cost accounting period immediately preceding the period in which this proposal was submitted, the offeror received less than $50 million in awards of CAS-covered prime contracts and subcontracts. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately.

Caution: An offeror may not claim the above eligibility for modified contract coverage if this proposal is expected to result in the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting period, the offeror has been awarded a single CAS-covered prime contract, or subcontract of $50 million or more.

III. Additional Cost Accounting Standards Applicable to Existing Contracts

The offeror shall indicate below whether award of the contemplated contract would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting existing contracts and subcontracts.[ ] Yes [ ] No

(End of provision)

K. 4 FAR 52.230-7 PROPOSAL DISCLOSURE--COST ACCOUNTING PRACTICE CHANGES. (APR 2005) The offeror shall check "yes" below if the contract award will result in a required or unilateral change in cost accounting practice, including unilateral changes requested to be desirable changes.

___ Yes ___ No

If the offeror checked "Yes" above, the offeror shall--

(1) Prepare the price proposal in response to the solicitation using the changed practice for the period of performance for which the practice will be used; and

(2) Submit a description of the changed cost accounting practice to the Contracting Officer and the Cognizant Federal Agency Official as pricing support for the proposal.

(End of provision)

K. 5 FAR 52.237-8 RESTRICTION ON SEVERANCE PAYMENTS TO FOREIGN NATIONALS. (AUG 2003)

(a) The Federal Acquisition Regulation (FAR), at 31.205-6(g)(6), limits the cost allowability of severance payments to foreign nationals employed under a service contract performed outside the United States unless the agency grants a waiver pursuant to FAR 37.113-1 before contract award.

(b) In making the determination concerning the granting of a waiver, the agency will determine that--

(1)The application of the severance pay limitations to the contract would adversely affect the continuation of a program, project, or activity that provides significant support services for -

(i) Members of the armed forces stationed or deployed outside the United States; or

(ii) Employees of an executive agency posted outside the United States;

(2)The Contractor has taken (or has established plans to take) appropriate actions within its control to minimize the amount and number of incidents of the payment of severance pay to employees under the contract who are foreign nationals; and

(3)The payment of severance pay is necessary in order to comply with a law that is generally applicable to a significant number of businesses in the country in which the foreign national receiving the payment performed services under the contract, or is necessary to comply with a collective bargaining agreement.

(End of provision)

[END OF SECTION]

RFP # NNM12407668R SECTION L

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The Offeror is cautioned that the listed provisions may include blocks that must be completed by the Offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the Offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): For Federal Acquisition Regulation (FAR) provisions, see <https://www.acquisition.gov/far/index.html>. For NASA FAR Supplement (NFS) provisions, see <http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm>.

(End of provision)

L.1 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

FEDERAL ACQUISITION REGULATION PROVISIONS (FAR) (48 CFR CHAPTER 1)

CLAUSE TITLE DATE52.207-1 Notice of Standard Competition MAY 200652.215-1 Instructions to Offerors - Competitive Acquisition JAN 200452.215-16 Facilities Capital Cost of Money JUN 200352.215-22 Limitations on Pass-Through Charges--Identification of

Subcontract EffortOCT 2009

52.219-24 Small Disadvantaged Business Participation Program - Targets

OCT 2000

52.232-38 Submission of Electronic Funds Transfer Information with Offer

MAY 1999

52.237-1 Site Visit APR 198452.237-10 Identification of Uncompensated Overtime OCT 1997

NASA FAR SUPPLEMENT (NFS) PROVISIONS (48 CFR CHAPTER 18)

CLAUSE TITLE DATE*1852.225-72 Restriction on funding Activity with China – Representation FEB 2012

*A full text version of this provision is available on request

(End of provision)

L.2 COMMUNICATIONS REGARDING THIS SOLICITATION

Any communications in reference to this solicitation shall cite the solicitation number and be directed to the following Government Representative.

Name: Dawn TurnerPhone: (256) 961-1397 (collect calls not accepted)E-mail: dawn.turner@nasa.govAddress: NASA Marshall Space Flight CenterMail Code: PS21FAttn: Dawn TurnerMSFC, AL 35812

(a) All questions must be submitted in writing; oral questions will not be accepted or answered due to the possibility of misunderstanding or misinterpretation. Facsimile questions are not authorized. Only questions submitted via e-mail or through the U.S. Postal Service will be accepted. Questions or comments shall not be directed to the technical activity personnel.

(b) Written questions to the Government regarding this draft solicitation shall be received no later than April 19, 2012 at 4:00 p.m. Central Daylight Time to allow for analysis and dissemination of responses in advance of the proposal due date. The Government is not obligated to answer questions received after this time. All answered questions will be addressed in solicitation amendments posted on NASA Acquisition Internet Service (NAIS).

(End of Provision)

L.3 FAR 52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OR DATA OTHER THAN COST OR PRICING DATA (OCT 2010) (ALTERNATE IV OCT 2010)

(a) Submission of certified cost or pricing data is not required.

(b) Provide information as described below in the Cost Volume Instructions per Provision L.24.

(End of provision)

L.4 FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a cost-plus-award-fee Core Services contract with an IDIQ component resulting from this solicitation.

(End of provision)

L.5 FAR 52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)

(a) Recompetition of service contracts may in some cases result in lowering the compensation (salaries and fringe benefits) paid or furnished professional employees. This lowering can be detrimental in obtaining the quality of professional services needed for adequate contract performance. It is therefore in the Government’s best interest that professional employees, as defined in 29 CFR 541, be properly and fairly compensated. As part of their proposals, Offerors will submit a total compensation plan setting forth salaries and fringe benefits proposed for the professional employees who will work under the contract. The Government will evaluate the plan to assure that it reflects a sound management approach and understanding of the contract requirements. This evaluation will include an assessment of the Offeror’s ability to provide uninterrupted high-quality work. The professional compensation proposed will be considered in terms of its impact upon recruiting and retention, its realism, and its consistency with a total plan for compensation. Supporting information will include data, such as recognized national and regional compensation surveys and studies of professional, public and private organizations, used in establishing the total compensation structure.

(b) The compensation levels proposed should reflect a clear understanding of work to be performed and should indicate the capability of the proposed compensation structure to obtain and keep suitably qualified personnel to meet mission objectives. The salary rates or ranges must take into account differences in skills, the complexity of various disciplines, and professional job difficulty. Additionally, proposals envisioning compensation levels lower than those of predecessor contractors for the same work will be evaluated on the basis of maintaining program continuity, uninterrupted high-quality work, and availability of required competent professional service employees. Offerors are cautioned that lowered compensation for essentially the same professional work may indicate lack of sound management judgment and lack of understanding of the requirement.

(c) The Government is concerned with the quality and stability of the work force to be employed on this contract. Professional compensation that is unrealistically low or not in reasonable relationship to the various job categories, since it may impair the Contractor’s ability to attract and retain competent professional service employees, may be viewed as evidence of failure to comprehend the complexity of the contract requirements.

(d) Failure to comply with these provisions may constitute sufficient cause to justify rejection of a proposal.

(End of Provision)

NOTE: This information shall be included in Volume I, Subfactor 2, Staffing and Total Compensation, STC-4, Compensation Plan.

L.6 FAR 52.233-2 SERVICE OF PROTEST (SEP 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from:

NASA, George C. Marshall Space Flight CenterAttn: PS21/Dawn Turner - Contracting Officer Marshall Space Flight Center, AL 35812

(b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO.

NOTE: Also see Provision L.10, 1852.233-70 PROTESTS TO NASA (OCT 2002)

(End of provision)

L.7 FAR 52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the provision.

(b) The use in this solicitation of any NASA/Federal Acquisition Regulation Supplement (48 CFR Chapter 18) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of provision)

L.8 1852.227-84 PATENT RIGHTS CLAUSES (DEC 1989)

This solicitation contains the patent rights clauses of FAR 52.227-11 (as modified by the NFS) and NFS 1852.227-70. If the contract resulting from this solicitation is awarded to a small business or nonprofit organization, the clause at NFS 1852.227-70 shall not apply. If the award is to other than a small business or nonprofit organization, the clause at FAR 52.227-11 shall not apply.

(End of Provision)

L.9 NFS 1852.231-71 DETERMINATION OF COMPENSATION REASONABLENESS(MAR 1994)

(a) The proposal shall include a total compensation plan. This plan shall address all proposed labor categories, including those personnel subject to union agreements, the Service Contract Act, and those exempt from both of the above. The total compensation plan shall include the salaries/wages, fringe benefits and leave programs proposed for each of these

categories of labor. The plan also shall include a discussion of the consistency of the plan among the categories of labor being proposed. Differences between benefits offered professional and non-professional employees shall be highlighted. The requirements of this plan may be combined with that required by the clause at FAR 52.222-46, “Evaluation of Compensation for Professional Employees.”

(b) The Offeror shall provide written support to demonstrate that its proposed compensation is reasonable.

(c) The Offeror shall include the rationale for any conformance procedures used or those Service Contract Act employees proposed that do not fall within the scope of any classification listed in the applicable wage determination.

(d) The Offeror shall require all service subcontractors (1) with proposed cost reimbursement or non-competitive fixed-price type subcontracts having a total potential value in excess of the threshold for obtaining certified cost or pricing data and (2) the cumulative value of all their service subcontracts under the proposed prime contract in excess of 10 percent of the prime contract's total potential value, provide as part of their proposals the information identified in (a) through (c) of this provision.

(End of provision)

NOTE: This information shall be included in Volume I, Subfactor 2, Staffing and Total Compensation, STC-4, Compensation Plan.

L.10 NFS 1852.233-70 PROTESTS TO NASA (OCT 2002)

Potential bidders or Offerors may submit a protest under 48 CFR Part 33 (FAR Part 33) directly to the Contracting Officer. As an alternative to the Contracting Officer's consideration of a protest, a potential bidder or Offeror may submit the protest to the Assistant Administrator for Procurement, who will serve as or designate the official responsible for conducting an independent review. Protests requesting an independent review shall be addressed to Assistant Administrator for Procurement, NASA Code H, Washington, DC 20546-0001.

(End of provision)

L.11 NFS 1852.245-80 GOVERNMENT PROPERTY MANAGEMENT INFORMATION (JAN 2011)

(a) The Offeror shall identify the industry leading or voluntary consensus standards, and/or the industry leading practices, that it intends to employ for the management of Government property under any contract awarded from this solicitation.

(b) The Offeror shall provide the date of its last Government property control system analysis along with its overall status, a summary of findings and recommendations, the status of any recommended corrective actions, the name of the Government activity that performed the analysis, and the latest available contact information for that activity.

(c) The Offeror shall identify any property it intends to use in performance of this contract from

the list of available Government property in the provision at 1852.245-81, List of Available Government Property.

(d) The Offeror shall identify all Government property in its possession, provided under other Government contracts that it intends to use in the performance of this contract. The Offeror shall also identify: The contract that provided the property, the responsible Contracting Officer, the dates during which the property will be available for use (including the first, last, and all intervening months), and, for any property that will be used concurrently in performing two or more contracts, the amounts of the respective uses in sufficient detail to support prorating the rent, the amount of rent that would otherwise be charged in accordance with FAR 52.245-9, Use and Charges (Aug 2010), and the contact information for the responsible Government Contracting Officer. The Offeror shall provide proof that such use was authorized by the responsible Contracting Officer.

(e) The Offeror shall disclose cost accounting practices that allow for direct charging of commercially available equipment, when commercially available equipment is to be used in performance of the contract and the equipment is not a deliverable.

(f) The Offeror shall identify, in list form, any equipment that it intends to acquire and directly charge to the Government under this contract. The list shall include a description, manufacturer, model number (when available), quantity required, and estimated unit cost. Equipment approved as part of the award need not be requested under NFS clause 1852.245-70, Contractor Requests for Government-Provided Equipment.

(g) The Offeror shall disclose its intention to acquire any parts, supplies, materials or equipment, to fabricate an item of equipment for use under any contract resulting from this solicitation when that item of equipment:

Will be titled to the government under the provisions of the contract; is not included as a contract deliverable; and the Contractor intends to charge the costs of materials directly to the contract. The disclosure shall identify the end item or system and shall include all descriptive information, identification numbers (when available), quantities required and estimated costs.

(h) The description and location of the existing Government property is documented in Attachment J-8, Installation Provided Property and Services.

(End of provision)

NOTE: This information shall be included in Volume I, Subfactor 1, Management and Technical Approach, MTA-3, Management Functions.

L.12 NFS 1852.245-81 LIST OF AVAILABLE GOVERNMENT PROPERTY (JAN 2011)

(a) The Government will make the following Government property available for use in performance of the contract resulting from this solicitation, on a no-charge-for-use basis in accordance with FAR 52.245-1, Government Property, included in this solicitation. The Offeror shall notify the Government, as part of its proposal, of its intention to use or not use the property. (See Attachment J-8, Installation Provided Property and Services).

(b) The Government will make the following Government property available for use in performance of the contract resulting from this solicitation, on a no-charge-for-use basis in accordance with FAR 52.245-2, Government Property Installation Operation Services, as included in this solicitation. The Offeror shall notify the Government of its intention to use or not use the property. (See Attachment J-8, Installation Provided Property and Services).

(c) The selected Contractor will be responsible for costs associated with transportation, and installation of the property listed in this provision.

(End of provision)

L.13 RESERVED

L.14 MSFC 52.215-90 SUMMARY OF DEVIATIONS/EXCEPTIONS (APR 1987)

The Offeror will explain any exceptions (including deviations and conditional assumptions) taken with respect to this RFP. Any exceptions must contain sufficient amplification and justification to permit evaluation. Such exceptions will not, of themselves, automatically cause a proposal to be termed unacceptable. A large number of exceptions or one or more significant exceptions not providing any obvious benefit to the Government may, however, result in rejection of such proposal(s) as unacceptable. Highlight exceptions in the margin of the proposal where they appear in the text.

(End of provision)

L.15 NOTICE OF POTENTIAL ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

(a) Notice. The Contracting Officer has determined that this acquisition may give rise to an Organizational Conflict of Interest (OCI). Accordingly, the attention of prospective Offerors is invited to FAR Subpart 9.5 --Organizational Conflicts of Interest. The Contracting Officer shall not award a contract until NASA determines any conflict of interest is reasonably resolved. The Contracting Officer has the sole authority to determine whether an organizational conflict of interest exists and to determine whether the organizational conflict of interest has been reasonably resolved. The OCI Plan, in compliance with Attachment J-2, DRD 1417MA-OCI-001, Organizational Conflict of Interest (OCI) Plan, will be evaluated as part of Mission Suitability.

(b) Description of Potential Conflict

(1) The MO&I PWS requires definition of requirements for Huntsville Operations Support Center (HOSC) products and services. Development and implementation of these product and service requirements will be provided by the HOSC contractor. Additionally, the MO&I PWS will require the evaluation and acceptance of HOSC products and services. Thus, a biased ground rules Organizational Conflict of Interest (OCI) will exist if the same entity provides the requirements and develops a product and/or service in response to those requirements. In addition, an impaired objectivity OCI will exist if the same entity provides a product or service and evaluates/accepts the product or service.

(2) To partially resolve the OCI identified above, the Contracting Officer (CO) will be including NFS 1852.209-71 entitled “Limitation on Future Contracting” in the MO&I solicitation. However, this limitation only applies at the prime contract level. The Offeror will need to resolve any remaining OCIs at the subcontract level, specifically with respect to specified sections of the Performance Work Statement. The proposed resolution shall:

(i) Maintain a system of checks and balances between the roles of the service user (i.e., the MO&I contractor) and the service provider (i.e., the HOSC contractor).

(ii) Provide for independent MO&I evaluation of hardware and software products resulting from HOSC development activities.

(iii) Provide for independent MO&I reporting of HOSC system performance (including outages).

(c) Responsibility of Offeror

(1) Applying the principles of FAR Subpart 9.5, each Offeror shall assess whether there is an organizational conflict of interest associated with the proposal it submits. At a minimum, the Offeror shall specifically address all of the contracts identified in Clause H.17, Associate Contractor Agreement (ACA) for MO&I Activities as well as any other potential conflicts of interest. The Offeror must explain the actions it intends to use to resolve any organizational conflicts of interest it finds in the Government’s assessment and its own assessment. If its proposed resolution involves a proposed limitation on future contracting, the Offeror shall suitably modify the clause at NFS 1852.209-71 entitled “Limitation of Future Contracting” in its proposal. If the proposed resolution involves use of mitigation techniques, the Offeror shall fully explain such techniques in its OCI plan in accordance with DRD 1417MA-OCI-001, Organizational Conflict of Interest (OCI) Plan. Offerors may use both a limitation on future contracting and mitigation techniques to address a conflict.

(2) Offerors are encouraged to inform the Contracting Officer of any potential conflicts of interest, including those involving contracts with other Government organizations, in their proposal. The contracting officer will use this information to determine whether resolution of those conflicts will be required.

(3) If the Offeror’s proposed action to resolve an organizational conflict of interest is not acceptable, the Contracting Officer will notify the Offeror, providing the reasons why its proposed resolution is not considered acceptable and allow the Offeror a reasonable opportunity to respond before making a final decision on the organizational conflict of interest.

(d) Representation. By submission of its offer, the Offeror represents, to the best of its knowledge and belief, that:

(1) There are no relevant facts that could give rise to an OCI, as defined in FAR Part 2; or

(2) The Offeror has disclosed all relevant information regarding any actual or potential conflicts of interest.

(e) Termination for default. If the successful Offeror was aware, or should have been aware, of an OCI before award of this contract and did not fully disclose that conflict to the

Contracting Officer, the Government may terminate the contract for default.

(f) Waiver. The agency reserves the right to waive the requirements of FAR 9.5, in accordance with FAR 9.503.

(End of Provision)

NOTE: The OCI Plan shall be included in Volume I, Subfactor 1, Management and Technical Approach, MTA-9, Organizational Conflict of Interest (OCI) Plan.

L.16 CONTRACT PHASE-IN

(a) Successful Offeror Phase-In:

(1) The services provided by this contract are vital to the Government’s overall performance. Therefore, continuity of these services must be maintained at a consistently high level without disruption. To this end, the Successful Offeror shall conduct an orderly Phase-In of contract activities prior to assumption of responsibility for the effort described in the PWS. Phase-In will not exceed forty-five (45) calendar days beginning with the Phase-In Order’s effective date. These Phase-In activities are to be performed under a separate Purchase Order (Not-to-Exceed $150,000) and all costs associated with Phase-In are unallowable to this contract. Offerors are required to provide Phase-In cost as part of Volume III, Attachment L-1A, Tab CI, Phase-In Form.

(2) Prior to performance of services under this contract, the Successful Offeror shall accomplish all tasks required to begin work, including managing transition activities, ensuring that adequate equipment is readily available, hiring personnel, obtaining personnel badges and clearances, training personnel, and ensuring approval of the safety plan. Likewise, compliance with any and all other requirements within the body of this contract identified as a prerequisite for assuming full contract performance shall be accomplished by the Successful Offeror.

(b) During Phase-In the Successful Offeror shall:

(1) Participate in meetings with the predecessor Contractor to identify and discuss problems or areas requiring attention during the Phase-In period.

(2) Perform all activities described in the Offeror’s Phase-In Plan submitted with its proposal, and all activities necessary to ensure effective transfer of all effort from the predecessor Contractor (see applicable documents Attachment J-3 Level II POIF Schedule Summary and Level III POIF Schedule for products and activities to be transitioned) and readiness to assume full contract performance.

(3) Provide the following DRDs:(i) 1417LS-GPMP-001 Government Property Management Plan(ii) 1417MA-MP-001 Management Plan (iii) 1417MA-WBS-001 Work Breakdown Structure (WBS) and WBS Dictionary(iv) 1417SA-SHPon-001 On-site Safety, Health, and Environmental (SHE) Plan

(v) 1417MA-PWPS-ISS Payload Operations Integration Function (POIF) Work Package Schedule

(vi) 1417CM-CMP-001 Configuration Management Plan

(4) The Phase-In period does not require for performance of the effort described in Attachment J-1, Performance Work Statement (PWS). It is understood that during Phase-In, the predecessor Contractor will be performing the work described in the PWS. Office space will not be provided by the Government during the Phase-In period. However, Building 4610, Room 1086 will be available for management of Phase-In activities.

Invoicing for Phase-In activities shall occur only at the completion of the period of performance of the Phase-In Order. The Government’s obligations under this contract will not commence until after the successful completion of the separate Phase-In Order.

(End of Provision)

NOTE: The Phase-In Plan shall be included in Volume I, Subfactor 1, Management and Technical Approach, MTA-5, Phase-In Approach. The requirements contained within this provision will be incorporated as part of the Phase-In Purchase Order awarded to the successful Offeror.

L.17 AVAILABILITY OF DOCUMENTS INCORPORATED BY REFERENCE IN ATTACHMENT J-3

The documents that have been incorporated by reference in this solicitation may be obtained as indicated below:

(a) Agency and Center Documents/Regulations are accessible via the MO&I Procurement Website Portal: http://ec.msfc.nasa.gov/doing_business/index.php?apt&rid=10

(b) Technical Reference and Sample Documents: Contact the Contracting Officer as directed above at Provision L.2, Communications Regarding this Solicitation. Potential Offeror(s) requesting access to the applicable documents which are considered sensitive but unclassified data (see Attachment J-3, Applicable Documents) are required to contact the Contracting Officer as specified above for additional information and to complete a Non-Disclosure Agreement which includes export control restrictions, prior to receipt of these documents.

(End of Provision)

L.18 NFS 1852.215-81 PROPOSAL PAGE LIMITATIONS (FEB 1998)

(a) Proposals shall be submitted in four volumes as depicted in Table L.18-1 Proposal Instructions. Volumes shall be contained in three-ring binders. The Offeror shall submit hard copies and electronic copies of each volume in the quantities indicated in Table L.20-1 Proposal Format Instructions.

Table L.18-1 Proposal Instructions

Volume Volume Proposal

Page LimitPage Guidelines

Volume I - Mission Suitability

Not-to-ExceedThree hundred

seventy-six (376) pages

(No Exclusions)

Specific Page Guidelines within the three hundred seventy-six (376) Page Limit:1. Phase-In Plan (See Provision L.16, Contract Phase-In

and MTA-5, Phase-In Approach) for contract transition, should not exceed ten (10) pages total.

2. Organizational Conflict of Interest (OCI) Plan (See DRD 1417MA-OCI-001 and MTA-9) should not exceed forty-five (45) pages total.

3. Key Personnel Position Description Form (See Attachment L-2, Form SA and STC-1, Key Personnel), should not exceed seven (7) pages per résumé and commitment letter.

4. Job Description/Qualification Form (JD/Q) (See Attachment L-2, Form SB and STC-2, Staffing Approach), should not exceed twenty (20) pages total.

5. Compensation Plan required by Provision L. 9, Determination of Compensation Reasonableness and STC-4, Compensation Plan (should not exceed twenty (20) pages total).

6. Small Business Subcontracting Plan (Attachment J-14), should not exceed twenty (20) pages total.

Volume II – Past Performance

Not-to-Exceed fifty (50) pages

total*

1. Narrative Summary, included in the 50 page total2. Lost Time Case (LTC) and Total Recordable Injury

Rates (TRIR) Rate Chart (Attachment L-2, Form SD, LTC and TRIR Rate Chart), should not exceed 7 pages total and is included in the 50 page total.

3. Subcontracting Past Performance Template (Attachment L-6) should not exceed 4 pages total and is included in the 50 page total.

Volume III - Cost Unlimited

Volume IV – Model Contract (signed SF 33s and Complete Model Contract)

Unlimited

* The Offeror shall provide Past Performance Interview/Questionnaire Forms (Attachment L-2, Form SC) in accordance with Provision L.24, Volume II, (b). The completed Past Performance Interview/Questionnaire Forms shall be submitted directly to the Government Contracting Officer by the Offeror’s references. These forms submitted directly by the Offeror’s references are not part of Volume II and are therefore excluded from the page limits for Volume II – Past Performance Factor.

(1) The page limitation shown in Table L.18-1 Proposal Instructions, for each volume is the maximum number of pages which may be submitted in that volume. In all volumes, only the pages up to the specified maximum number of pages will be evaluated. Any pages in excess of the maximum number will be removed from the end of the proposal volume without being evaluated and will be returned to the Offeror.

(2) Volume III is not page limited. However, this volume is to be strictly limited to cost and price information. Information that can be construed as belonging in one of the other volumes of the proposal will be so construed and counted against that volume's page limitation (e.g., Mission Suitability or Past Performance).

(3) No exclusions are provided from Page Limitations. Therefore, all supplemental content such as transmittal letters, title or cover pages, tables of contents, RFP Reference Matrix, overall proposal cover page, sectional divider pages (pages for division of proposal parts with no narrative text), compliance matrices, acronym lists, and blank pages (see paragraph (b) for foldout instructions) are included in the page count specified in Paragraph (a)(1), Table L.18-1 above for Volumes I and II.

(4) Material deemed to belong in page limited volumes will be treated as such and placed at the end of the appropriate page limited volume (see Table L.18-1 above).

(5) A table of contents shall be provided with each volume for ready reference to sections, figures, and illustrations.

(6) No material outside of the proposal volumes may be incorporated by reference. Information previously submitted, if any, shall be considered only to the extent it is resubmitted.

(7) To minimize redundancy in the proposal, the Offeror may:

i. Reference another section within a given volume rather than duplicate the information in more than one location.

ii. The contractor shall maintain the logical flow of the subject matter when utilizing references.

(8) Each volume shall contain a page numbering convention. Every page of each volume shall be numbered and identified with the Offeror’s name, RFP number and date. For the proposal volumes subject to the page limitations, the Offeror shall consecutively number the pages subject to the limit, starting with one (1). A partially filled page shall count as one (1) page.

(9) Subsequent revisions, if requested, shall be similarly identified and shall show revision number, change bars, and date.

(b) The proposal text shall be printed on 8 ½” x 11” non-glossy, white paper, with at least 1” margins on all sides. A page is defined as one side of a sheet, 8 ½” x 11”, with a minimum of one(1)-inch margins on all sides using not less than twelve (12)-point type Times New Roman font for standard text with normal kerning (spacing between individual characters). Non-standard text, including graphics, charts, tables, and callouts, shall use no smaller than eight (8)-point type Times New Roman font. The metric standard format most closely approximating the described standard 8 1/2" x 11" size may also be used. Use of non-standard text should be used only where appropriate. Non-standard text shall not be used to avoid the RFP page limitations (e.g., providing all information in table format using eight (8)-point type). Illustrations, charts, etc., are all included in the limitation total. Include in the numbering cover pages, Table(s) of Contents, RFP Reference Matrix, and section dividers. The text shall be printed on both sides of the sheet. Each side of a sheet, tab, or divider, regardless of whether it contains proposal material will be counted as a page. Printed pages and illustrations shall be legible and no larger than 11”x17” foldouts as appropriate for the subject matter. Foldouts are considered part of the page limitations. The front of the foldout shall have 2 page numbers and the backs shall be blank and not be numbered. Each foldout shall be printed on one side only, shall fold entirely within the volume, and will be counted as two pages.

(1) Pages in Volume I, Mission Suitability, and Volume II, Past Performance, shall be numbered consecutively.

(2) Pages in the Cost Volume (Volume III) Part 2, Excel Pricing Model shall be numbered per cost model formatting. Narrative pages in the Volume III shall be numbered separately and consecutively, per Part and Section numbering found in Table L.24-5 (Cost Volume Table of Contents).

(c) If final proposal revisions are requested, separate page limitations will be specified in the Government's request for that submission. Subsequent revisions, if requested, shall be similarly identified and shall show revision number, change bars, and date.

(d) The Offeror shall submit electronic copies of each volume per the instructions below:

(1) File submissions shall be on CD-ROM media with all sessions and disk closed. This media shall be readable in any common, CD computer drive. All media shall be labeled with its data contents to the degree that the media can be properly archived and filed without the need to read the contents of the media.

(2) With the exception of the Cost Volume (Volume III), the Offeror shall submit proposals in the Adobe Portable Document File (PDF) format as well as any other format specified in Section L.24. PDF files have the capability to duplicate the printed page and these PDF files shall be exact duplicates of the paper copies. The Government will use the electronic files in the evaluation process and may compare the electronic and paper copies. If a variation in content between the paper copy and the electronic one is noted and that variation is not resolved with the Offeror, the paper copy marked original shall be considered the submitted proposal. Page count is determined by the paper copy. For the Cost Volume (Volume III), electronic copies shall be submitted in native Microsoft Office 2007 formats (i.e., Microsoft Word and Excel). Embedded structures like

bitmaps, graphics or proprietary fonts shall be reserved only for illustrations and equations which cannot be rendered in the above formats.

(3) Each CD-ROM case and the CD-ROM disc must be labeled as to the Offeror or subcontractor and numbered sequentially in the required number of copies. The information is to be submitted on quality, error-free, virus-free CD-ROM formatted and readable by the computer systems named in paragraph (7) below and compatible with the noted software packages.

(4) File Preparation: The Offeror shall generate “bookmarks” within each PDF file for at least each section and subsection of the document. Bookmarks shall be generated based on indexed entities appearing in the document table of contents. The minimum requirement for hypertext links is an overall proposal table of contents linked to each volume and a table of contents within each PDF file linked to each section of the file. Additional hypertext links within the proposal are at the Offeror’s discretion. The use of thumbnails or additional hypertext links will not influence the evaluation. The PDF file has a built in security function. The Offeror shall set all security options in each PDF file to “allowed.” All text, including table and figure identifiers, shall be indexed and 100 percent searchable text.

(5) Electronic Font and Page Setup: Text font and layout shall be as stated for paper copies. Hypertext links shall be the same minimum font size. The Offeror shall indicate hyperlinks by a distinct font color or with a visible rectangle. Other Requirements: The Offeror shall not embed sound or video files into the proposal files. The Offeror shall minimize the use of scanned images and keep embedded graphics as simple as possible.

(6) Proposal Format and Structure: Each volume of the electronic proposal shall be in a separate sub-directory on the CD-ROM. A hard copy list of the CD-ROM contents showing the directory, document title, and file name shall accompany the electronic submittal

(7) Viewing Environment: The Government anticipates viewing the electronic submittals with the following computer software and hardware: (1) IBM-compatible systems, (2) Windows XP operating system, (3) Adobe Acrobat Reader 9.0, and (4) Microsoft Office 2007.

(End of Provision)

L.19 PROPOSAL MARKING AND DELIVERY

Proposals hand carried to MSFC shall be delivered to Building 4244, South entrance prior to 2:00 p.m. Central Daylight Time on July 10, 2012. Offerors shall contact Dawn Turner at 256-961-1397 to coordinate the delivery of any proposal that will be hand carried to MSFC on a date prior to July 10, 2012. Contractors that require access to the Marshall Space Flight Center for hand delivery of these proposals shall contact Dawn Turner at Dawn.Turner@nasa.gov via Email and provide the following data for entry into the Visitor’s Management System (VMS) one business day prior to required access:

(1) Full Name(2) Drivers License Number and State of Issue

(3) Citizenship – Primary and/or Dual(4) Company Name (Is company foreign-owned – yes/no)

(a) Offerors should allow ample time for processing through the gate at Redstone Arsenal and Protective Services Office. Offerors are informed that badging services are only available at the Visitors Centers located at Gate 1, Martin Road and Gate 9, Rideout Road. Upon arrival, Offerors shall contact the person below to accept delivery. In addition, packages shall be marked with the contact information below.

NNM12407668R/Dawn TurnerPhone: (256) 961-1397

(b) Past performance volumes are requested to be delivered, in advance, by June 29, 2012 but will not be considered late until July 10, 2012. Past performance questionnaires may be emailed to Dawn.Turner@nasa.gov.

(End of provision)

L.20 PROPOSAL FORMAT

(a) Proposals shall be submitted in four volumes as depicted in Table L.20-1 Proposal Format Instructions. The proposal shall be submitted in three-ring binders with each section appropriately tabbed and identified, and organized into one volume per binder as indicated in Provision L.18, Proposal Page Limitations. The Offeror shall provide a matrix that cross-references all instructions and evaluation criteria (Sections L and M, respectively) to their proposal to ensure that all areas have been completely addressed. Each volume shall standalone, provide complete coverage of the topic, and include responses to each item described in the proposal instructions. Each volume shall include a table of contents applicable to the volume for ready reference to Sections, figures, and illustrations. Volume I shall include a master table of contents for the entire proposal.

(b) Offerors shall submit copies of each volume in response to the final RFP in the quantities shown in Table L.20-1.

(c) Volume marking: An Original version is required for all volumes.

For Volumes I, II and IV, the Offeror shall mark each volume on the outside of the cover with the following legend:

“Volume [Number], Original” (e.g., Volume I, Original) or

“Volume [Number], Copy [Number] of [Number]” ( e.g. Volume I, Copy 1 of 5)

For Volume III, the Offeror shall mark each Section of Volume III on the outside of the cover with the following legend:

“Volume III – Part [Number] Section [Number], Original” (e.g., Volume III-Part 1, Section 3, Original)

or “Volume III - Part [Number] Section [Number], Copy [Number] of [Number]”

(e.g., Volume III-Part 1, Section 3, Copy 1 of 2)

Table L.20-1 Proposal Format Instructions

Title Number of Hard Copies

Number of Electronic Copies

Volume I – Mission Suitability

Original plus (12) copies 2

Volume II – PastPerformance

Volume III – Cost

Volume IV – Completed Model Contract(Sections B –I and all Jattachments), Signed SF33’s,and Section K Certifications

Original plus (1) copy 2

(End of Provision)

L.21 DUE DATE FOR RECEIPT OF PROPOSALS

(a) The due date and time for receipt of proposals is as follows:

Table L.21-1 Proposal Due Dates

Volume Title Requested By

DueDate

Local Time

II Past Performance Volume* 06/29/2012 07/10/2012 2:00 p.m. CDTII Attachment L-2/Form SC, Past*

Performance Interview/Questionnaire Forms

06/29/2012 07/10/2012 2:00 p.m. CDT

III Cognizant Audit Office Template (CAOT), Attachment L-1A, Cost Sheet, Tab CH*

06/29/2012 07/10/2012 2:00 p.m. CDT

I Mission Suitability Volume 07/10/2012 07/10/2012 2:00 p.m. CDTIII Cost Volume 07/10/2012 07/10/2012 2:00 p.m. CDTIV Completed Model Contract,

Signed SF33’s, and Section K Certifications

07/10/2012 07/10/2012 2:00 p.m. CDT

* Volume II – Past Performance Factor and Attachments L-2/Form SC, Past Performance Interview/Questionnaire Forms; and Volume III -- Cognizant Audit Office Template (CAOT), Attachment L-1A, Cost Sheet, Tab CH, are requested one (1) week prior to required due date for proposals, however delivery is not required until the proposal due date, July 10, 2012.

(b) Proposals may be mailed to the address specified in Block 8 of the SF33. Proposals that are hand carried to the Government shall be delivered per Provision L.19, Proposal Marking and Delivery.

(c) Proposals received after 2:00 p.m. Central Daylight Time on July 10, 2012 will be processed in accordance with FAR Clause 52.215-1 “Instructions to Offerors – Competitive Acquisitions”.

(d) Offerors are reminded that proposals may be sent by U.S. Postal Service. Clear and precise rules regarding the consideration of late submissions are set forth in solicitation provision 52.215-1, paragraph (c) (3) "Submission, Modification, Revision, and Withdrawal of Proposals." Offerors are further reminded that it is their responsibility to deliver proposals as specified in this Provision. Proposals which are sent by commercial carrier are considered to be hand carried, and, if they are received late at the place designated in the solicitation, they will only be considered if it is shown that the sole or paramount cause for the late receipt was some Government impropriety.

(End of Provision)

L.22 PROPOSAL ACCEPTANCE PERIOD

Proposals submitted in response to this solicitation shall remain firm for at least 240 days after the date specified for receipt by the Government and shall contain a statement to this effect. In addition, Offerors shall insert “240” into Block 12 of Standard Form 33, Solicitation, Acceptance, and Award.

(End of Provision)

L.23 INDUSTRY BRIEFING AND SITE VISIT

(a) An industry briefing and site visit for this procurement was held as indicated below:

Date: April 12, 2012Time: 9 a.m. Central Daylight TimeLocation: Bldg. 4663, Room A164

(b) Information presented at the briefing was posted at http://procurement.nasa.gov. Attendance at the industry briefing and site visit was neither required nor a prerequisite for proposal submission and will not be considered in the evaluation.

(c) Applicable regulations and procedures considered sensitive but unclassified data (see Attachment J-3, Applicable Documents) were be made available. Potential Offeror(s) requesting access to this data were required to contact the Contracting Officer as specified in Provision L.2, Communications Regarding this Solicitation, for additional information and required completion of a Non-Disclosure Agreement which includes export control restrictions, prior to receipt of these documents.

(d) Potential Offeror delegations were limited to a total of (10) representatives per proposal team. Potential Offerors were advised to allow ample time for processing through the gates at Redstone Arsenal and Protective Services Office. Offerors were informed that badging services are only available at the Visitors Centers located at Gate 1, Martin Road and Gate 9, Rideout Road. Potential Offerors that required access to the Marshall Space Flight Center contacted Dawn Turner at Dawn.Turner@nasa.gov via Email to provide the following data for entry into the Visitor’s Management System (VMS) 5 business days prior to required access:

(1) Full Name(2) Drivers License Number and State of Issue(3) Citizenship – Primary and/or Dual(4) Company Name (Is company foreign-owned – yes/no)

(e) After the Industry Briefing and Site Visit the Government the Government was available for one-on-one discussions at the request of potential prime Offerors. This discussion provided an opportunity for potential prime Offerors to present questions relevant to this solicitation. Potential prime Offerors intending to participate in a one-on-one discussion with the

Government were required to contact the Contracting Officer as specified in Provision L.2, Communications Regarding this Solicitation, to schedule the discussion time by April 5, 2012.

Participation in one-on-one discussions was neither required nor a prerequisite for proposal submission and will not be considered in the evaluation.

(End of provision)

L.24 SOLICITATION SPECIFIC INSTRUCTIONS TO OFFERORS

Offerors shall ensure consistency between Volumes I, II, III, and IV.

Volume I - Mission Suitability Volume Instructions The Offeror shall prepare Volume I in accordance with the outline provided below:

Note: The outline is provided for use in organizing your proposal only and should not be construed as an indication of the order of importance or relative weighting within the individual Mission Suitability subfactors as there are no discrete point values attached to any of the sub-sections. Subfactor 1: Management and Technical Approach

MTA-1: Contract Organizational Structure and General Management Approach MTA-2: Autonomy and AuthorityMTA-3: Management FunctionsMTA-4: Teaming and Subcontract Management ApproachMTA-5: Phase-In ApproachMTA-6: Management and Productivity Improvement & InnovationMTA-7: Mission Operations ApproachMTA-8: Safety, Health, and Environmental (SHE) ApproachMTA-9: Organizational Conflict of Interest (OCI) PlanMTA-10: Management & Technical Approach Risk Assessment

Subfactor 2: Staffing and Total CompensationSTC-1: Key PersonnelSTC-2: Staffing ApproachSTC-3: Recruiting and Retention of Specialized SkillsSTC-4: Compensation PlanSTC-5: Staffing and Total Compensation Risk Assessment

Subfactor 3: Small Business UtilizationSB-1: Small Business Subcontracting PlanSB-2: Commitment to Small Business ProgramSB-3: Small Business Approach Risk Assessment

Specific Instructions:

(a) The proposal format shall parallel the format of the Mission Suitability subfactors as outlined. Offerors should include in their proposals any further discussion they believe to be necessary or useful in demonstrating their ability to perform the work. The proposal shall specify the paragraph number from the PWS (Attachment J-1) that is being addressed.

(b) The content of the Offeror’s Mission Suitability Volume will provide the basis for evaluation of the Offeror’s response to the RFP. Cost realism or the lack thereof will be used in evaluating the Mission Suitability Subfactors as an indicator of the Offeror’s understanding

of the requirements. Proposed effort without the requisite associated resources may be determined by the Government to demonstrate a lack of understanding of the requirement and, accordingly, may adversely affect the Mission Suitability scores and result in probable cost adjustments under the Cost factor. The Offeror shall identify those areas of the PWS the Offeror considers critical or of high risk, and the Offeror’s approach to minimizing risks and ensuring successful performance of the PWS shall be addressed in the risk assessment subsection of each Mission Suitability subfactor. As a minimum, the Mission Suitability Volume shall address the following subfactors:

SUBFACTOR 1: MANAGEMENT AND TECHNICAL APPROACH

This section shall include the Offeror’s approach to accomplishing the management and technical requirements specified in the Performance Work Statement (PWS). This section shall include the following:

MTA-1: Contract Organizational Structure and General Management Approach

The Offeror shall fully describe the proposed contract organizational structure and general management approach for the contract. The description shall include:

a. Charts that describe the organizational structure, including connections or associations with corporations, division organizations and subcontractors. These charts shall identify clear internal and external lines of authority. Proposed interfaces to the Government shall be identified and described.

b. Summary concept plans, practices, and approach for integrating the proposed organizational structure with the proposed general management approach for accomplishing the requirements set forth in the contract, (i.e., managing and controlling tasks and management interfaces) essential for the delivery of services. This summary shall include the following:

1. Roles, Responsibilities, and Accountability2. Process for Handling Issue Resolution and Dissenting Opinions3. Process for Achieving Program Goals/Vision/Objectives Alignment4. Process for Management Reviews/Statusing5. Process for Allocation of Resources6. Process for Internal and External Communications, including with Stakeholders7. Process for Integrated Technical Management8. General management approach for work conducted at JSC.

c. The complete rationale for the organization structure and management approach to demonstrate a logical, organized approach to contract execution, including integrated planning, controlling, communications, general management of organizational responsibilities and relationships, and reporting of contract activities that support the required services.

MTA-2 : Autonomy and Authority

The Offeror shall fully describe the proposed approach for autonomy and authority for performance of the contract. The description shall include:

a. A description of the corporate governance over this contract, the degree of local autonomy and authority, including the authority of the Program Manager, any relationship to a parent organization, and any decisions or approvals that will be made outside the local organization. The Offeror shall describe, as a minimum, the autonomy and authority as it relates to day-to-day operations and processes, such as:

1. Assumption of existing work.2. Negotiation and signing of contract modifications.3. Acceptance of in-scope assignments in accordance with Clause G.5, Technical

Direction.4. Provision of official communication to the Government.5. Reassignment of work in response to varying workloads and priorities.6. Recruitment and hiring of required personnel in a manner consistent with task

skills and schedule requirements.7. Acquisition (by direct hire, subcontract, or teaming agreement) of specific and

unique scientific or technical expertise consistent with contract and schedule requirements.

8. Approval of travel.9. Dismissal, promotion, and demotion of personnel.10. Selection, administration, and termination of subcontracts.11. Acquisition of materials and property as necessary.12. Release of cost and financial data.13. Recurring accountability and reporting to corporate.

MTA-3: Management Functions

The Offeror shall fully describe the proposed approach for performance of the management functions. The description shall include:

a. A description of the approach and methods to be employed in fulfilling the requirements of the PWS, including the various methods and/or techniques to be used in planning, scheduling, processing, controlling and completing the requirements, both routine and special. The description shall include the approach for maintaining project schedule, operating within approved budgets, meeting project milestones, providing early notification of potential problems, utilizing management metrics to track progress and trends, providing deliverables on-time, and maintaining ongoing operations in an effective manner. The description shall include the Offeror’s approach to assess, report,

and manage contract performance-to-plan. The description shall also include the Offeror’s program management approach for ensuring that requirements are met within a changing, dynamic, and evolving environment.

b. A description of the proposed information management processes and tools that will be used to accomplish all the necessary functions as described in PWS section 2.0 with the exception of PWS 2.10 Safety, Health and Environmental (SHE) Program.

c. A description of the approach for risk management in accordance with PWS 2.5 Risk Management including the identification, analysis, tracking and resolution of the risks associated with technical, cost and schedule requirements of the contract.

d. A description of the approach to comprehensive configuration and data management for all contractor-managed items in accordance with PWS 2.6 Configuration Management. The Offeror's approach for processing changes in a timely manner shall also be described.

e. A description of the approach and methodology to be used in the management of property (as required in PWS 2.7 Property Management and Coordination) that meets the requirements of Provision L.11(Government Property Management Information) and Provision L.12 (List of Available Government Property).

f. A description of the approach for maintaining an Export Control Program, in accordance with applicable Government and NASA regulations, and with the policies set forth in MPD 2190.1, MSFC Export Control Program, and in accordance with PWS 2.8 Export Control.

g. A description of the proposed performance self-evaluation approach for promoting excellent performance.

h. A description of the approach for tracking and reporting costs along with the approach for recognizing, reporting, and resolving cost issues.

i. A description of the proposed business management processes and tools that will be used to accomplish all the necessary functions as described in PWS 2.3 Business Management. The description shall include business management tool capabilities and the approach for ensuring accuracy, timeliness and completeness of system data.

j. A description of the approach, including any teammates/subcontractor’s approach, for managing contract effort and associated costs, by NASA-defined work package (e.g., annual budget planning, monthly status reporting, and year-end close-out activities). This work package management description shall address the Offeror’s approach for estimating, managing, controlling, tracking, and reporting costs, in coordination with NASA customers.

k. The current status of the prime’s and teammates’/ subcontractor’s business systems providing the Government approval status, the date approval was given, the approval document (i.e., DCAA Audit No. or DCMA Letter No.), and the responsible Government agencies’ (DCAA and DCMA) office, address for the prime and teammate/subcontractors, and Point of Contact information. Business systems are to include accounting, estimating, employee compensation, property management, timekeeping, and purchasing. Explain any existing conditional approvals and the compliance status of any systems(s) for which approval is currently withheld.

Note: In accordance with FAR 16.301-2, the contractor's/subcontractor’s accounting system shall be determined adequate prior to award of a cost reimbursement contract or subcontract. If the Offeror does not have an accounting system that has been determined to be adequate, the Offeror shall describe in their proposal the approach to obtain this determination prior to contract award, including key milestones.

MTA-4: Teaming and Subcontract Management Approach

The Offeror shall fully describe the proposed approach for teaming and subcontract management. The description shall include:

a. A description of any teaming and major subcontracting arrangements to include rationale for each of the arrangements, assignment of work by PWS element, lines of authority, identification of points of contact, how management and control policies will be implemented, limitations or exclusions of work by subcontractors, and how work will be controlled, reported, and reviewed. A summary PWS matrix delineating all contract requirements and which prime/subcontractor team member will perform those PWS functions shall also be provided.

b. A description of any integration of team members or major subcontractors into the management and supervisory hierarchy, including key personnel.

c. A description of the method of evaluating subcontractor performance and fee arrangements between the prime contractor and subcontractors.

Note: For purposes of this solicitation, major subcontractors are defined as any subcontract effort in excess of $5,000,000 over the 5-year life of the contract.

MTA-5: Phase-In Approach

The Offeror shall provide a Phase-In Plan in accordance with Provision L.16, Contract Phase-In. The Phase-In Plan shall include:

a. A description of the Offeror’s approach for the assumption of on-going work under the new contract to ensure completeness and continuity of operations and product development; and the method by which on-going work will be transitioned to the new contract without disruption.

b. A description of initial staffing levels for certified/qualified operations positions along with applicable duration (in months) of certification /qualification.

c. A description of any assumptions deemed critical to a successful transition.

d. A description of Phase-In meetings, methodology for identifying and resolving issues, schedule, and key milestones.

e. A description of the approach for developing data deliverables due during the Phase-In period.

f. A description of the approach for phasing in property management functions and associated assets and the schedule for receipt and acceptance of Government-Furnished

and Installation Accountable Government property.

g. A description of any interactions with the incumbent contractors as well as the extent of involvement of Government personnel required during this period.

h. A description of the time-phased approach for recruiting, interviewing, hiring, and corporate orientation and training of both retained incumbent personnel and other employees, to include subcontractors, during the Phase-In period.

i. A description of any risks that exist at contract start for contract performance including real-time operations and preparation activities to be transitioned and associated risk mitigation strategies.

MTA-6: Management and Productivity Improvement & Innovation

The Offeror shall fully describe the proposed approach for management and productivity improvement and innovation. The description shall include:

a. A description of any proposed management and technical innovations that would result in program/project benefits, along with a tabular summary including any Offeror corporate investments, potential benefits, and any associated savings/costs with each over the life of the contract by contract period.

b. A description of the Offeror’s technical approach for introducing productivity improvements and technical innovations impacting operations preparation and execution, along with a tabular summary including any Offeror corporate investments, potential benefits, and any associated savings/costs with each over the life of the contract by contract period. The Government is specifically interested in improvements to include, but not limited to, the following areas:

1. Improvement in operations product development and integration across disciplines, including continuity of product responsibility from operations preparation phase to operations execution.

2. Improvement in training efficiency and effectivity of ground support personnel.3. Maintaining cognizance of advancement in operations concepts, tools, and

technologies. NOTE: The Offeror is reminded that any improvement or innovation that requires changes to Government controlled product definitions or processes shall not be included in the proposed cost (Volume III). Potential costs and savings shall only be reflected in the requested tabular summaries. Any proposed improvement or innovation shall be drafted in Attachment J-1, Performance Work Statement, Appendix A of Volume IV, Model Contract, provided in the offer. Any proposed improvements or innovations including associated cost accepted by the Government will be included in the executed contract.

MTA-7: Mission Operations Approach

The Offeror shall fully describe the proposed approach for mission operations. The description shall include:

a. A description of the approach for sustaining ongoing operations preparation and 24x7x365 operations execution activities required by PWS sections 3.0, 4.0, and 5.0.

b. A description of the processes and strategies for requirements integration, problem reporting, change management, responding to real time requests, and real time problem resolution.

c. A description of the approach for managing and responding to changing demands, project specific accommodations and requirements, and unusual or emergency situations associated with sustaining ongoing mission activities. The description shall include the approach to project replanning in response to Government flight manifest changes, mission priorities, or other requests. The description shall also include the approach for satisfying requirements for multiple operations customers.

d. A description of the proposed strategies, processes, and procedures to establish and maintain an integrated, effective, and efficient work flow across disciplines, including any subcontractors in order to maintain the parallel flow of real-time operations and operations preparation activities.

e. A description of the approach for performing configuration and data management processes for project-managed operations. The description shall include the approach for submitting and processing changes in a timely manner.

f. A description of the approach for developing, integrating, verifying, testing, and deploying operations products in various stages of maturity in parallel. The description shall include the approach for addressing end-to-end product integration and for integrating project changes into the existing products in flow.

g. A description of the approach for providing flexibility to adjust to operations customer needs.

h. A description of the strategies and procedures for maintaining awareness of changes in flight systems and requirements, as well as, ground system tools and configurations, to assess impacts on products and operations.

MTA-8: Safety, Health, and Environmental (SHE) Approach

The Offeror shall fully describe the proposed approach for ensuring a safe working environment. The description shall include:

a. A summary description of safety and health policies and processes for ensuring workplace safety and adherence to MSFC safety and health policies and procedures. The policies and processes shall include:

(i) management commitment and employee involvement in the safety and health program;

(ii) methods of hazard identification and control;

(iii) requirements for formal safety inspections and correction of deficiencies;

(iv) requirements for documented safety visits;

(v) methods of reporting and investigating all mishaps and close calls;

(vi) provisions for suspending work where safety or environmental conditions warrant such action; and

(vii) the means for training each employee to recognize hazards and avoid accidents.

b. A description of the approach for implementing an industrial safety, occupational health, and environmental program that provides a workplace that is incident and injury free by preventing employee fatalities, reducing the number and severity of employee injuries and illnesses, and protecting the environment through the ongoing planning, implementation, and management control of these programs.

NOTE: Offerors are reminded that a SHE plan in its entirety is not required with proposal submission.

MTA-9: Organizational Conflict of Interest (OCI) Plan

The Offeror shall submit an Organizational Conflict of Interest Plan (i.e., DRD 1417MA-OCI-001, Organizational Conflict of Interest Plan) as part of Volume 1, Mission Suitability. The plan shall describe the resolution of any potential OCI identified in Provision L.15, Notice of Potential Organizational Conflict of Interest (OCI), and any other actual or potential OCI created by the requirements of this solicitation/contract.

MTA-10 Management & Technical Approach Risk Assessment

The Offeror shall submit a risk assessment for the entire Subfactor 1: Management and Technical Approach. The analysis shall identify and describe risk factors and include recommendations to mitigate and manage the impact of the identified risks.

SUBFACTOR 2: STAFFING AND TOTAL COMPENSATION

This section shall include the Offeror’s approach for staffing the contract at a level and with the skills adequate to perform the PWS (Provision L.5, FAR 52.222-46, Evaluation of Compensation for Professional Employees). This section shall include the following:

STC-1: Key Personnel

The Offeror shall fully describe proposed Key Personnel. The description shall include:

a. For each key position, rationale for designating this position as key. The Offeror shall limit the number of proposed key positions to four (4), with one of those being the program manager responsible for the day-to-day oversight of the entire contract effort.

b. Complete and detailed information on the background, education, training, extent and applicability of relevant experience, special or unique qualifications and demonstrated performance references on key personnel, including subcontractors, if applicable. Key Personnel work history shall be provided for at least 10 years prior and for the 3 most recent positions held. Offerors shall provide objective (i.e., independent of the Offeror or proposed Teammates/Subcontractors) past performance references (employer or customer) and current phone numbers of all references. This information shall be provided on the Key Personnel Form SA (Attachment L-2 – Form SA).

c. For each proposed key individual, a description of commitment, the extent of their availability, and company commitment (e.g., percentage of time, duration of time on the contract) for key personnel staffing stability of the proposed positions. It shall be stated whether these same individuals are being included in any concurrent proposals. In addition, the offeror shall provide personal commitment letters (form not provided), signed by the individual, for each person designated as key personnel.

STC-2: Staffing Approach

The Offeror shall fully describe the proposed staffing approach, including major subcontractors, for performance of the contract. The description shall include:

a. The approach for staffing the work defined throughout the PWS by labor category and by certified/qualified position. The rationale for the proposed staffing approach shall give the Government insight into the thought processes and methodologies used by the Offeror in estimating the Work Year Equivalent (WYE) by labor category required for successful performance of the PWS. As part of this approach, the Offeror shall provide rationale for the proposed WYE staffing by labor category to the PWS level 2 (per guidance in Provision L.24, Cost Volume). This approach shall also explain how the Offeror arrived at the staffing estimate including identification of whether the estimate is based on :

(i) Similar program(s), in which case, identify and provide rationale why the programs are similar;

(ii) A standard, in which case, identify the standard and explain the source (e.g., industry, the Offeror’s company, or a product);

(iii) An engineering judgment, in which case, explain the methodologies used.

The Offeror shall provide rationale for the proposed skill mix (including certifications/qualifications) and any skill mix adjustments over the course of the contract. The approach shall also correlate to the proposed organizational structure.

b. A table delineating sources of staffing. This table shall denote the percentage of the total workforce that the Offeror intends to recruit from the following sources:

(iv) Offeror’s own resources;

(v) other divisions of the company;

(vi) incumbent contractor work force; and

(vii) outside recruitment, including subcontractors (if applicable), consultants, and others.

c. A description of the approach for providing a flexible workforce necessary to accommodate workload fluctuations throughout the life of the contract. The Offeror shall describe staffing with respect to integration, synergies, and resource sharing between PWS elements. The Offeror’s approach that accommodates operational fluctuations and cross-utilizes personnel.

d. A description of the approach for managing risk associated with single-point failure associated with experts in particular skills or systems.

e. A description of the approach for orientation and training of new employees. f. A description of all proposed labor categories, including compliance with the Service

Contract Act, or indicating exemption from both. The Offeror shall provide a completed Job Description/Qualification Form (JD/Q) (Attachment L-2, Form SB) for each SCA labor category and each non-SCA labor category to be used in the performance of the MO&I contract.

STC-3: Recruiting and Retention of Specialized Skills

The Offeror shall fully describe the proposed approach for recruiting and retaining employees with relevant skills and capabilities. The description shall include:

a. A description of the approach for recruiting and retaining specialized personnel and any technical experts with the requisite unique skills and capabilities required to perform the functions described in the PWS.

b. A description of the approach for external recruitment.

c. A description of the approach for managing attrition due to the stresses of 24x7x365 real-time console shift work.

STC-4: Compensation Plan

The Offeror shall fully describe an integrated Total Compensation Plan, including major subcontractors, (see Provision L.9, Determination of Compensation Reasonableness) proposed to be used in performance of the contract. The description of the integrated Total Compensation Plan, including major subcontractors, shall include:

a. A description of wages, salaries, fringe benefits and uncompensated overtime (when proposed) for professional employees and service employees for both the prime contractor and subcontractors. Offerors are cautioned that policies requiring professional employees to work substantial amounts of uncompensated overtime are not encouraged.

b. A description of the compensation levels proposed to reflect a clear understanding of the work to be performed as evidenced by the capability of the proposed compensation structure to recruit and retain suitably qualified and mission critical personnel to realistically meet PWS objectives. The Offeror shall discuss how the proposed compensation approach recognizes the differences in skill, education, experience, and complexities of varied disciplines as well as job difficulty.

c. A description of personnel policies, such as performance, incentive, promotion, award, training, seniority, and professional development opportunities. The Offeror shall describe any policies intended to attract and retain professional employees as defined in 29 CFR Part 541 and other non-exempt personnel.

d. A description of the methodology used for establishment of all quoted base labor rates. The salary rates/range must take into account differences in skill, education, experience, and complexity of various disciplines, and job difficulty. Supporting information may include data such as recognized national and regional compensation surveys and studies of professional, public, and private organizations, used in establishing the total compensation structure. The Offeror shall include all the associated mathematical calculations in an Excel spreadsheet in Volume III- Cost Volume Section 3, Basis of Estimate Summary. At a minimum, this information shall include:

(i) The name and date of the salary survey (s) used for each labor category,

(ii) Salary data other than surveys (if applicable),

(iii) A mapping from the Government-stated labor category to the salary survey labor category (or categories used),

(iv) The job code number (if provided) in the salary survey,

(v) Any other pertinent information provided in the survey that relates to the base labor rate selected (i.e., percentile, average, etc.), and

(vi) Complete rationale for the methodology, including the rationale for the sources of information used to calculate proposed rate and discounted rate submitted.

e. The company’s fringe benefit policies and practices for both full-time and part-time employees to include as a minimum vacation, sick leave, health insurance, life insurance, relocation reimbursement, savings plans, severance pay, and retirement plan. The Offeror shall also complete the Personnel and Fringe Benefit Policies forms (Attachment L-2, Form SE) and the Fringe Benefits/Payroll Additives form (Attachment L-1A, Form CF) and shall submit both forms as part of the Cost Volume. The Offeror shall also identify when leave and 401k vesting accrual begins (e.g., immediately, thirty (30) days, ninety (90) days, or one (1) year).

f. The expected effect of its compensation approach on Offeror incumbent capture goals associated with no disruption of service. The approach for recognition of incumbent seniority, including a statement regarding the Offeror’s intent with respect to salaries/wages/fringe benefits.

g. Identification and explanation of any differences in compensation policies among the team members and major subcontractors. The Offeror shall describe their approach to handling the potential impact of any differences in compensation packages for team members and major subcontractors.

h. Rationale for proposed compensation that is materially lower or higher than that of local standards for comparable work. The Offeror is cautioned that materially lower or higher compensation than that of local standards for comparable work may indicate a lack of understanding of the complexity of the total contract. (Also Reference Provision L.5, 52.222-46 Evaluation of Compensation for Professional Employees).

NOTE: Offerors are cautioned that all narrative discussion of their total compensation plan, with the exception of that narrative data needed to complete the Fringe Policy Questionnaire, located in Attachment L-2 (Form SE), must be included in Volume I - Mission Suitability Factor of their proposal. Any narrative data concerning an Offeror’s compensation plan placed in an Offeror’s Cost Factor volume will be considered Mission Suitability factor information. If such data exceeds the page limitations set forth in Provision L.18, Proposal Page Limitations, it will not be evaluated and will be returned to the Offeror.

STC-5: Staffing and Total Compensation Risk Assessment

The Offeror shall submit a risk assessment for the complete Staffing and Total Compensation subfactor. The analysis shall identify and discuss risk factors and include a recommendation to mitigate and manage the impact of the identified risks.

SUBFACTOR 3: SMALL BUSINESS UTILIZATION

This section shall describe the Offeror’s approach for accomplishing the socio-economic goals established for this contract.

All Offerors, except as otherwise indicated below for small businesses, must complete the portion of the instructions under SB-1, Small Business Subcontracting Plan. Small businesses are not required to submit Small Business Subcontracting Plans; however, small businesses are required to indicate the amount of effort proposed to be done by small businesses at the prime and first tier subcontract level.

All Offerors are required to respond to SB-2, Commitment to Small Business Program. Small Business Offerors shall provide this information to the extent subcontracting opportunities exist in their approach to performing the requirement.

SB-1: Small Business Subcontracting PlanThe Offeror shall provide a Small Business Subcontracting Plan in accordance with Section I, FAR clause 52.219-9, Small Business Subcontracting Plan, Alternate II and FAR 19.704, Subcontracting plan requirements. The Plan described and required by the clause, including the associated subcontracting percentage goals and subcontracting dollars, shall be submitted as a stand-alone plan within the Small Business Utilization section of the Mission Suitability volume.

The Contracting Officer’s assessment of appropriate subcontracting goals for this acquisition, expressed as a percent of TOTAL CONTRACT VALUE (basic and all options combined), is provided in Table L.24-1, Recommended Small Business Subcontracting Goals.

Table L.24-1 Recommended Small Business Subcontracting Goals

Classification GoalSmall Business 24.0%Small Disadvantaged Business Concerns 5.0%Women Owned Small Business Concerns 5.0%Veteran Owned Small Business Concerns 4.0%Service-Disabled Veteran-Owned Small Business Concerns

HUBZone Small Business Concerns 1.5%Historically Black Colleges & Universities/Minority Institutions

Offerors are encouraged to propose goals that are equivalent to or greater than those recommended in this RFP. However, Offerors must perform an independent assessment of the small business subcontracting opportunities consistent with the Offeror’s proposed approach for meeting the requirements of the RFP. Offerors are advised that a proposal will not be rejected because the submitted Plan does not meet the Contracting Officer’s recommended goals that are expressed in Table L.24-1 in terms of percent of TOTAL CONTRACT VALUE (basic and all options combined). Offerors shall describe the rationale for any goal proposed that is less than the Contracting Officer’s recommended goal in any category. In addition, the Offeror shall describe the efforts made to establish a goal for that category and what ongoing efforts, if any, the Offeror plans during performance to increase participation in that category.

As part of the Small Business Subcontracting Plan (Attachment J-14) to be submitted in accordance with Section I, FAR clause 52.219-9, Small Business Subcontracting Plan, Alternate II, the Offeror shall complete and include EXHIBIT 1, Small Business Subcontracting Plan Goals. EXHIBIT 1 provides a breakdown of the Offeror’s proposed

goals, by small business category, expressed in terms of both a percent of TOTAL CONTRACT VALUE and a percent of TOTAL PLANNED SUBCONTRACTS.

An example of subcontracting goals to be provided in EXHIBIT 1, expressed in both contract value and subcontract value, for a contract proposed at $100M with estimated subcontracts of $50M is provided in Table L.24-2 below.

Table L.24-2, Small Business Subcontracting Plan Goals ExampleBusiness Category Column A Column B Column C

MO&I Recommended

Goal as Percent of Contract

Dollar Valueto be Sub-

contracted per Category

Goal asPercent of Sub-

contractingValue

Small Business Concerns 24% 24% $24,000,000 48 %Large Business Concerns N/A N/A $26,000,000 52 %Total Dollars to be Subcontracted

N/A N/A $50,000,000 100 %

The following small business subcategories do not necessarily add up to the percentage and dollar amount in the “Small Business Concerns” category above, since some small businesses do not fall into any of the subcategories below, while others will fall into more than one subcategory belowSubcategories of Small Business ConcernsSmall Disadvantaged Business Concerns

5.0% 5.5 % $5,500,000 11 %

Women Owned Small Business Concerns

5.0% 9 % $9,000,000 18 %

Veteran Owned Small Business Concerns

4.0% 2.5 % $2,500,000 5 %

Service-Disabled Veteran-Owned Small Business Concerns

3.0% 1.5 % $1,500,000 3 %

HUBZone Small Business Concerns

1.5% 1.5 % $1,500,000 3 %

Historically Black Colleges & Universities/Minority Institutions

0.5% 2.0 % $2,000,000 4 %

It is recommended that Offerors first complete Column B by entering the dollar amount the Offeror proposes to subcontract to each business category and subcategory. To complete Column A, divide the dollar amount in Column B by the total offered price of the proposal (that is, total contract value). In the example above, Column A for Veteran Owned Business Concerns = $2,500,000 divided by $100,000,000, or 2.5 percent. To complete column C, divide the corresponding amount in Column B by the amount in the “Total Dollars to be Subcontracted” cell in Column B. In the example above, Column C for Women-Owned Small Businesses = $9,000,000 divided by $50,000,000, or 18 percent.

NOTE: the “Total Dollars to be Subcontracted” amount in Column C will always be that category divided by itself (100 percent if any dollars are subcontracted).

Business Category Column A Column B Column CMO&I

Recommended Goals

Goal as Percent of Contract Value(%)

Dollar Valueto be Sub-

contracted per Category

Goal asPercent of Sub-

contractingValue (%)

Value N/A $Total Dollars to be Subcontracted

Small Business Concerns 24.0% $Small Disadvantaged Business Concerns

5.0% $

Women Owned Small Business Concerns

5.0% $

Veteran Owned Small Business Concerns

4.0% $

Service-Disabled Veteran-Owned Small Business Concerns

3.0% $

HUBZone Small Business Concerns

1.5% $

Historically Black Colleges & Universities/Minority Institutions

0.5% $

EXHIBIT 1

The Plan submitted shall be incorporated in Section J as Attachment J-14, Small Business Subcontracting Plan, in the resulting contract. The requirements in the Plan must flow down to first tier large business subcontracts expected to exceed $650,000. Although these first tier large

business subcontractors are encouraged to meet or exceed the stated goals, it is recognized that the subcontracting opportunities available to these subcontractors may differ from those suggested in the solicitation based upon the Offerors’ proposed approach to meet the requirements of the RFP. If it is anticipated that the proposed small business goals will not be met by the submission of the first Individual Subcontracting Report (ISR) for this effort as required by FAR clause 52.219-9 Small Business Subcontracting Plan, Alternate II, the Offeror shall discuss its approach to include a timeline for meeting these goals and the rationale for it.

SB-2: Commitment to Small Business Program

The Offeror shall fully describe their commitment to the Small Business Program. The description shall include:

a. A description of work that will be performed by small businesses. Offerors shall identify in their proposals any work to be subcontracted that is considered “High Technology”. “High Technology” is defined as research, development, and other engineering-related activities that are performed primarily by engineers, scientists, or highly-skilled technicians and specialists. If the subcontractor(s) is known, Offerors must connect the work to the subcontractor and describe the extent of commitment to use the subcontractor(s).

b. A description of the established or planned procedures and organizational structure for Small Business outreach, assistance, participation in the Mentor Protégé program, counseling, market research and Small Business identification, and relevant purchasing procedures. For Large Business Offerors, this information shall conform to applicable portions of the submitted Small Business Subcontracting Plan.

SB-3: Small Business Approach Risk Assessment

The Offeror shall submit a risk assessment and proposed risk mitigation for its Small Business Utilization approach.

Volume II - Past Performance Factor

This must be a separate volume. An Offeror’s past performance record indicates the relevant quantitative and qualitative aspects of performing services or delivering products similar in size, content, complexity, and to a lesser extent, contract type, to the requirements of this acquisition. The information requested below is anticipated to be sufficient for purposes of the evaluation of past performance. However, Offerors may submit additional information at their discretion if they consider such information necessary to establish a record of relevant past performance (within the established page limitations). Refer to FAR 15.305(a)(iii).

The full contents of this volume shall follow the organization of the sections which follow, and the content shall be described in those sections. The information requested in paragraphs (a)14 and (a)15 is not contract-specific and may be provided separately within the Past Performance Volume, within the page limit specified.

(a) The Offeror shall provide, at a minimum, the following descriptions and information as part of its Past Performance Volume to facilitate the evaluation of company and past performance as a whole and as related to the requirements of the proposed contract.

The Offeror shall provide a maximum of 7 past performance inputs from prime contracts with a past contract reporting value of approximately $30M or more and/or major subcontracts with a past contract reporting value of approximately $5M or more.

The Offeror shall furnish the following information (paragraphs 1 through 13 below) for all referenced mission operations and integration services related contracts and subcontracts in which performance has taken place within the last five years. The combined total of the Offerors’ and proposed major subcontractors’ past prime/subcontract experience will be limited to 7 responses. If the Offeror does not have 7 contracts that exceed the past contract reporting values specified above, then the Offeror may provide information on other relevant contracts. However, in no case will the total exceed 7 responses. Past performance shall only be included for proposed subcontractors. The Offeror shall consider the following similarities to the MO&I effort in making their determination of relevance:

(i) types of services provided. Of particular relevance are efforts relating to: Human spaceflight operations and integration experience, or High-risk, hazardous human operations and integration activities in

closed and/or confined environments other than space, or Unmanned spaceflight operations and integration experience

(ii) size (e.g.dollar value and number of personnel)

(iii) complexity of the contract; and to a lesser extent

(iv) contract type.

1) Contract General Information

a. Customer’s name, address, and telephone number of both the lead contractual and technical personnel. Please verify the telephone numbers provided are current and correct.

b. Contract number, type, and total original and present or final contract value.

c. Date of contract, place(s) of performance, and delivery dates or period of performance.

2) Brief description of contract work and comparability to the proposed effort. It is not sufficient to state that it is comparable in magnitude and scope. Rationale must be provided to demonstrate that the work is or is not comparable with this procurement. In addition to this information, the Offeror shall register this past performance in the matrix included in paragraph (14) below.

3) Method of acquisition: Competitive or Noncompetitive.

4) Nature of award: Initial or Follow-on.

5) Description of any major technical performance problems and how they were overcome. List any major deviations or waivers to technical requirements that were granted by the customer. Describe risk factors and methods used to mitigate risks. Identify contractual performance incentives and discuss the Offeror’s performance related to the incentives.

6) Description of schedule performance and explain any failure(s) to meet contract schedules requirements. Identify contractual schedule incentives and discuss the Offeror’s performance related to the incentives. Discuss timeliness of technical, cost, and business reports.

7) Description of Cost management history: identify and explain any cost overruns/underruns, and cost incentive history, if applicable. Identify contractual cost incentives and discuss the Offeror’s performance related to the incentives. Discuss the accuracy of cost estimates and cost reports and performance in providing current, accurate, and complete billings.

8) Average number of personnel on the contract per year and percent turnover of personnel per year.

9) Description of performance relating to real-time operations support of 24x7 shifts or 24x7x365 continuous operations, multiple customers, fluctuating workloads, and evolving techniques for doing so.

10) Description of how the reference contract demonstrated initiative in identifying and resolving problems or recommending improvements that resulted in direct project benefits. Give specific examples.

11) Description of any applicable specific features of the present MO&I Mission Suitability Volume that have been utilized under past contracts.

12) The Offeror shall complete the Subcontracting Past Performance Template defined in Attachment L-6. Offerors shall complete the template for each contract that the Offeror is providing as a past performance reference (if applicable).

13) The Offeror shall provide information on management attention and commitment to safety and health, including corrective actions. Past Performance, Volume II shall include the company’s Lost Time Case Rate (LTC) and Total Recordable Injury Rate (TRIR) for the last 3 calendar years (Attachment L-2, Form SD), including the associated Standard Industrial Classification (SIC) Code or North American Industry Classification System (NAICS) Code. The LTC and TRIR will be evaluated by averaging each referenced contract/project LTC and TRIR. These averages will be compared to the latest available Department of Labor (DOL) Bureau of Labor Statistics (BLS) LTC and TRIR national averages for the NAICS provided for each contract/project referenced in paragraph (a)(1).

14) In order to match past performance information with the relevant sections of the PWS, Offerors shall provide a summary of applicable past performance information in matrix form as described by the table L.24-4 below. The required matrix information is incorporated into this RFP as described below in the sample PWS past performance matrix, which is only provided as an example. In the first column of this matrix, insert the Contract Identifier - either a contract number, customer name, or other unique identifier that clearly identifies the contract and matches it with the past performance information submitted pursuant to the above instructions. In the other columns of the matrix, indicate the work the Offeror has performed that is similar or related to each element of the current requirement as laid out in the matrix. If the Offeror’s company performed as a prime contractor, insert a “P” in the appropriate block. If the Offeror’s company performed as a subcontractor, insert an “S” accompanied by a subscript number to indicate the subcontract tier.

L.24-4 SAMPLE PWS PAST PERFORMANCE MATRIXContract Identifier MO&I Performance Work Statement (PWS)

ENTIRE PWS

PWS Sec.XX

PWS Sec. XX

USAF/ F41608-98-D-0012

P P P P

NASA/NAS5-00325

P P P P P P

EPA/S-08536

S1 S1 S1 S1

DOJ/M-12345

S2 S2 S2 S2 S2

XYZ Corp. S1 S1 S1 S1 S1

15) The Offeror shall provide a list of any contracts terminated (partial or complete) within the past 5 years and the basis for termination (convenience or default). Include the contract number, name, address, and telephone number of the terminating officer. Include contracts that were “descoped” by the customer because of performance or cost problems. This information is excluded from the 7 contract maximum discussed above.

(b) A Past Performance Questionnaire is provided as Past Performance Interview/ Questionnaire Form (Attachment L-2, Form SC) to this solicitation. Offerors (including major subcontractors when applicable) shall complete the Offeror fill-in sections of the questionnaire and forward this questionnaire to their contracting and technical representatives for final completion. The Offeror shall include a summary of all representative customers to whom it has provided Past Performance Interview/Questionnaire Forms and advise those customers of the past performance questionnaire due date and delivery location. This summary shall match the responses (limited to no more than 7) identified in (a) of this provision. The Offeror shall request the Customer references to fully complete the questionnaire and return it to PS21/Dawn Turner (reference Provision L.2, Communications Regarding This Solicitation) by the time that Volume II submittals are due. Ensuring that questionnaires are completed and provided to the proposal delivery address is the sole responsibility of the Offeror. The Offeror may permit its customers to transmit the Questionnaire responses via e-mail, directly to the Contracting Officer. However, the Government cannot guarantee security of e-mail submissions. Additional instructions for completing the Past Performance Questionnaires are contained on the form. In addition to Offeror provided references, the Past Performance Information Retrieval System (PPIRS) and any references known or available to the Source Evaluation Board (SEB) will be checked as deemed necessary.

Volume III – Cost Factor

(a) General Instructions

(1) This must be a separate proposal volume. The full contents of this volume shall follow the organization of the sections that follow, and the content shall be described in those sections. A total cost summary and breakdown shall be provided. The Offeror shall ensure that the proposal includes complete and factual cost data. Submittal of summary level direct labor costs only is not acceptable. Estimated Core Services costs for the base period and all options will be evaluated. Phase-In costs shall be identified and proposed separately and will be paid via separate purchase order.

(2) The Offeror’s total cost shall include the Core Services for the contract period of performance, including all options. In addition, the Government-calculated IDIQ Probable Cost and Fee will be calculated as described in Section M.4, Mission

Suitability, using Offeror-provided Summary of Proposed Composite IDIQ Rates (see Attachment L-1B, Tab CO) applied to a Government IDIQ Model and included in the Offeror’s total cost. The Offeror’s total cost will be presented to the SSA as specified in Section M.4.

(3) It is contemplated that a contract will be awarded for the 18-month base period with three 1-year option periods and a final 6-month option period.

(4) The Federal Acquisition Regulation (FAR) requires Contracting Officers to purchase supplies and services from responsible sources at fair and reasonable prices. It is expected that adequate price competition will be obtained under this solicitation so that submission of cost or pricing data is not required pursuant to FAR 52.215-20, Requirements for Cost or Pricing Data or Information Other Than Cost Or Pricing Data (OCT 1997)--Alternate IV (Oct 1997). The term “other than cost or pricing data” is defined in FAR 15.402. However, information other than cost and pricing data is required for cost realism analysis. Offerors are cautioned not to include Mission Suitability information in the Cost Volume.

(5) The Cost Volume will encompass all costs associated with the requirements of the proposed contract and will comply with the applicable FAR and NASA FAR Supplement Regulations and Governing Statutory Requirements. These instructions, including the requirements for detailed cost and substantiation data, are applicable to major subcontractors under the circumstances set forth in FAR 15.404-3.

(6) The Cost Volume preparation instructions set forth herein are applicable to the Prime Offeror and any proposed major subcontractors. For purposes of this solicitation, major subcontractors are defined as any subcontract effort in excess of $5,000,000 over the 5-year life of the contract. For Cost Volume purposes only, interdivisional and/or intra-company effort in excess of $5,000,000 shall be considered “major subcontractor” effort. Electronic cost proposals in Microsoft Excel are also required from each proposed major subcontractor with a proposed value of $5,000,000 or greater.

(7) The Prime Offeror is responsible for submitting a comprehensive proposal including all required major subcontractor proposals. The prospective major subcontractor(s) have the option of submitting proprietary cost data in a sealed envelope through the Prime Offeror or in the form of a complete cost volume, directly to the Government, no later than the date and time specified in this RFP.

(8) An important prerequisite for the award of the contract is the Offeror's accounting system being capable of identifying and segregating costs. While these proposals are not required to be cost certified, they are to be in sufficient detail to allow direct and indirect rate verification and audit of selected costs by the cognizant Defense Contract Audit Agency offices. The Cost Volume shall be prepared in a manner consistent with the Offeror’s current approved accounting system.

(9) The Cost Volume shall be submitted based on the PWS requirements. The PWS shall form the essential basis for the development of the proposed cost estimate for years 1 through 5 of contract performance. The Offeror's assessment of the

workload and its technical approach will establish the total estimated cost and the total maximum available award fee.

(10) The Offeror shall submit all cost data electronically in Microsoft Office 2007 applications (Word, Excel, and Power Point). Adobe Acrobat software and files in PDF format are not acceptable. All electronic files must be searchable and shall not contain scanned documents. All electronic files associated with the Excel Pricing Model (EPM) and the Basis of Estimate (BOE) shall not contain hidden formulas, or tables, and shall not be locked or protected. The Offeror shall not alter Cost Volume electronic spreadsheet file formats except for lengthening forms as appropriate or adjusting column widths or correcting obvious errors that would preclude the submission of an accurate proposal. The hard copy data will be considered the official documentation in the event of any inconsistency between electronic data and hard copies.

(11) All dollar amounts provided shall be rounded to the nearest dollar and presented in real dollars. All labor rates shall be rounded to the nearest cent ($xx.xx). All indirect rates shall be expressed as percentages to the second decimal place (xx.xx%).

(12) It is important that the Offeror include all requested cost information. Failure to include all information will indicate a lack of understanding of the PWS and the requirements for contract performance.

(b) Cost Volume Contents

(1) The Offeror shall clearly explain in detail all pricing or estimating techniques (projections, rates, ratios, percentages, etc.) and shall support the proposed cost in such a manner that audit, calculation, and verification can be easily accomplished. Any experience factors (unit price, hours, quantities, efforts, etc.) adjusted for proposal purposes shall be explained in the Cost Volume section. If using historical cost as a basis of estimate, provide the period of time and costs in detail.

(2) The Offeror’s cost volume shall include all Government-provided cost templates which are hereby defined as the Excel Pricing Model (EPM), consisting of Workbooks and Templates which are found in Attachments L-1A, Cost Sheet and L-1B, IDIQ (Prime contractor only). The EPM will be utilized as a Government evaluation tool. The Cost Volume shall also include the Offeror’s Pricing Model (OPM), which represents the source of input for the EPM and the pricing model that the Offeror would submit if a Government template had not been provided. An Offeror’s Cost Volume that does not include both the EPM and OPM shall be considered an inadequate proposal submission.

(3) The Offeror shall submit its OPM based on their adequate accounting system and the Cost Volume shall include cost element reconciliation to the Excel Pricing Model. If a major subcontractor does not have an adequate accounting system, that entity may use the EPM as its OPM. In this case, the submission of the EPM only will satisfy the requirement for submission of both EPM and OPM. Any reference made to OPM is intended to include both the Prime Offeror and its major subcontractors. Further,

should there be discrepancies between the OPM and the EPM data, the EPM takes precedence. Any discrepancies between the OPM and EPM shall be clearly explained.

(4) Deviations/Exceptions (Cost Volume) - Explain any deviations, exceptions, or conditional assumptions taken with respect to the Cost Volume instructions or requirements. Any deviations, exceptions, etc. must be supported by sufficient amplification and justification to permit evaluation. All assumptions shall be fully explained.

(5) The Offeror shall submit estimates of the costs at the rates expected to be negotiated for a contract and performance there under. There will be no advantage in proposing costs or rates which are understated on the assumption that they will increase the probability of receiving a contract award. Since total cost estimates will not be given a numerical score in the evaluation process, unrealistic costs or rates, either low or high, will tend to indicate a lack of understanding of the PWS and requirements for contract performance. Unrealistic estimates may adversely impact the Offeror’s Mission Suitability ratings and scores.

(6) The Offeror shall disclose the methods used in determining particular classifications of cost (direct versus indirect). The Offeror shall furnish a synopsis of accounting policies and procedures. The proposed fringe benefit, overhead, and General & Administrative (G&A) rates shall be supported by forecasts and substantiating rationale which provide the following specific information for each rate, including any forward pricing rate agreements (this applies to the Offeror, and each proposed major subcontractor):

a. Specify accounts and associated content within each indirect pool.b. Allocation base (comprising elements and basis for projections).c. Equivalent indirect personnel in each pool by contract year. Specify types of

personnel and functions performed.d. Equivalent direct personnel in the allocation base by contract year.e. Specify the impact of this proposed activity on the total allocation base and

expense pools (expressed as a percentage) to include major subcontractors.

(7) The Offeror, and all major subcontractors, shall identify the cognizant Defense Contract Audit Agency (DCAA) (name, address, and telephone number) on Attachment L-1A, Tab CH, Cognizant Audit Office Template (CAOT), and the cognizant Government Agency (name, address, and telephone number) who currently approves forward pricing rates. The Offeror and all major subcontractors shall provide a copy of the latest approved forward pricing rate package applicable to the Cost Volume.

(8) The Cost Volume for the Prime Offeror and subcontractors shall consist of the five separate parts, with each part consisting of one or more sections. Each part and section shall be clearly tabbed and labeled. Table L.24-5 below outlines the structure of the five parts and their respective sections:

Table L.24-5 Cost Volume Table of Contents

Cost Volume III– Part 1: General Cost InformationSection 1 – Cover Page and Table of ContentsSection 2 – Cost or Pricing Information and Supporting Data Section 3 – Basis of Estimate SummarySection 4 – Copies of Subcontractor AnalysisSection 5 – Personnel and Fringe Benefits Policy Form (Attachment L-2/Form SE)Section 6 – Financial CapabilitySection 7 – Proposed Prime Offeror/Subcontractor Information SummaryCost Volume III– Part 2: Excel Pricing Model (EPM)Section 8 – Excel Workbooks/Templates:

Attachment L-1A (completed by Prime and Subcontractors)

Tab CA - Summary of Total Costs

Tab CB - PWS Summary

Tab CC1-CC6 - WYE Input Sheets

Tab CD - Compensation Form – Salaries and Wages

Tab CE - Overhead, G&A and Other Indirect Rates

Tab CF - Fringe Benefits/Payroll Additives

Tab CG - Productive Factor

Tab CH - Cognizant Audit Office Template (CAOT)

Tab CI - Phase-In Form

Tab CJ - Compensation Form Incumbency Assumptions

Tab CK - Total WYE by PWS and by Offeror/Subcontractor

Tab CL - IDIQ Fully Burdened Rates (FBR)

Attachment L-1B (completed by Prime Only)

Tab CM - Development of Adjusted Subcontractor Fully Burdened Rates (SFBR) with Prime Offeror (Prime Only)

Tab CN - Composite IDIQ Rate Development (Prime Only)

Tab CO - Summary of Proposed Composite IDIQ Rates (Prime Only)Cost Volume III– Part 3: Offeror Pricing Model (OPM)Section 9 – Offeror Pricing ModelCost Volume III– Part 5: FeeSection 10 – Fee

(c) Section Specific Instructions

(1) Summaries shall be provided by cost element for each contract year and the total contract. The first summary (Attachments L-1A Tab CA) shall be based on 12 months of effort for each year covered by the base period and all options distributed by Government Fiscal Year boundaries excluding Phase-In. The total cost for the Phase-In period, not to exceed 45 calendar days, shall be listed separately on the Phase-In Form (Attachments L-1A, Tab CI).

(2) For evaluation purposes, the basic contract period will be evaluated on a full 18 months of performance.

(3) The Offerors shall adhere to the WBS structure provided in Attachment J-6. Beyond this prescribed WBS, Offerors have complete flexibility based on the proposed implementation approach.

Section 1 – Cover Page and Table of Contents

Cover Page – Offeror and major subcontractors shall provide the following information on the cover page of the Cost Volume:

a. Solicitation number.b. Name, address, and telephone number of Offeror.c. Name, title, telephone number, and fax number of Offeror’s point of contact.d. Type of contract, place(s) and period(s) of performancee. The total proposed amount in real dollars.f. Name, address, telephone and fax number of the Government cognizant contract audit

office.g. Name, address, telephone and fax number of the Government cognizant contract

administration office.h. Name and title of authorized representative of the company, and date of submission.

Section 2 - Cost or Pricing Information and Supporting Data

a. Government Labor Category Position Descriptions (LCPDs) applicable to this contract are provided in Attachment L-3 and address the applicable qualifications and experience levels of LCPDs that are to be used for proposal purposes. LCPDs shall be used by the Offeror for proposal development. The Offeror shall develop their cost estimates using their customary estimating system. The Offeror shall map their internal labor categories to the Government LCPDs provided in this RFP and provide a discussion of the rationale used in the mapping process.

b. Direct labor shall be provided in the cost proposal (Attachment L-1A, Tab CC-1 thru CC-6) by labor category for the WBS. A detailed staffing plan (WYEs by PWS and Offeror/Subcontractor), mapped to the WBS elements, shall be provided in Attachment L-1A, Tab CK. The data in Tab CK shall be consistent with the Staffing Approach Basis of Estimate provided (see the instructions for Mission Suitability, Staffing and Total

Compensation subfactor). This contract effort is expected to be performed at Marshall Space Flight Center and Johnson Space Center. Offerors shall provide rates as applicable to the geographic area as indicated in the cost spreadsheets in Attachment L-1A and L-1B.

c. The logic and reasonableness of the relationship between personnel qualifications, proposed labor rates, and fringe benefits will be carefully evaluated as a significant indicator of the Offeror understanding of cost requirements. The proposal shall include a total compensation plan (as addressed in the Mission Suitability instructions for Staffing and Total Compensation Plan, STC-4, Compensation Plan).

d. In order to facilitate evaluation of cost proposals, unplanned overtime shall be estimated at 5.0 percent of the total productive hours for each employee in the labor categories indicated in MO&I Attachment L-1A, Tab CD. Estimated overtime hours and dollars shall be proposed in MO&I Attachment L-1A Tab CB by PWS.

e. In accordance with FAR Provision 52.237-10, Identification of Uncompensated Overtime, the Offeror shall identify any uncompensated overtime included in the direct labor rates and the overhead pool. The Offeror’s policy on uncompensated overtime shall be provided in Attachment L-2 SE, Fringe/Form SE. Offerors shall clearly describe the impact of uncompensated overtime on the direct labor rates included in the cost forms (Attachment L-1A, Tab CG) and shall quantify the impact of the use of uncompensated overtime on the direct labor rates (clearly identify the amount by which each labor category direct labor rate is reduced as a result of the Offeror’s uncompensated overtime policy). Offerors are reminded that use of uncompensated overtime is not encouraged. The proposed use of uncompensated overtime for professional employees that reduces direct labor rates may result in probable cost adjustments, lower cost confidence, and be considered a lack of cost realism in the Mission Suitability evaluation.

f. Offerors shall provide the methodology and rationale used to establish salary/wage ranges for each individual, including consideration of the following: the various skills and disciplines; the features of the compensation plan designed to enable the Offeror to attract and retain qualified employees; applicability of collective bargaining agreements, if any; and overtime payment policies. It is not in the Government’s best interests for incumbent employees’ salaries to be materially changed as a result of this solicitation and award. All salaries must be documented in Attachment L-1A, Tab CD.

g. Cost information for rate application shall be presented by both contractor fiscal year and contract year (Clause F.2, Period of Performance). In order to facilitate verification of the proposed rates and factors, if the contract year overlaps two contractor accounting (fiscal) years, the Offeror shall provide a separate application of rates for each of the contractor accounting (fiscal) years, which are totaled to arrive at the contract year cost. Both the application of rates and totals must be clearly shown. Formats consistent with the Offeror’s normal, disclosed, and/or approved estimating and accounting practices shall be used. The Offeror’s established labor classifications, by individual labor position (including hours and rates), and all other cost categories (including overhead/burden rates), base amounts, and application of rates shall be clearly shown. Also a summary of total program cost by cost element shall be provided.

h. In accordance with sound business practices and applicable labor laws, the Offeror and subcontractors shall propose reasonable labor rate increases and shall utilize, for labor rates not defined by Forward Pricing Rate Agreement (FPRA), the following not-to-exceed uniform rates of change for Calendar Years 2012 through 2017 as provided in Table L.24-6 (Escalation Rates) below. (also see paragraph h below).

Table L.24-6 Escalation Rates

2012 2013 2014 2015 2016 20172.2 % 2.9 % 3.0 % 3.2% 3.2 % 3.1 %

Some labor to be utilized in performance of this contract is covered by the SCA. The Offeror shall specifically address how the proposed labor rates and anticipated escalation increases will be provided and processed per the applicable labor laws. The Government expects all labor (including SCA labor) will be escalated in the cost proposal.

i. Should an Offeror determine the need for a different annual escalation rate, a written explanation and justification shall be included in the supporting information of Volume III-Cost Factor and also summarized in exceptions to the RFP (Provision L.14, Summary of Deviations and Exceptions). This explanation shall include the rationale and methodology used for the annual escalation rate development, including escalation assumptions, sources of projections, and a clear description of the projected rate. These uniform rates of change for pricing purposes are for estimating purposes only; the government realizes the prevailing escalation rates during contract performance shall be utilized and implemented on a case-by-case basis for the appropriate labor market segment and labor skill levels.

j. If a Forward Pricing Rate Agreement (FPRA) is issued, all rates contained therein and agreed to shall be used in the development of the proposed costs. For all FPRA and Forward Pricing Rate Proposals (FPRP) utilized in an Offeror’s Cost Volume, the Offeror is to provide a statement identifying the agreement by report number, date issued, and the issuing agency’s office and phone number. A signed copy of the FPRA and/or FPRP is to be included. The financial impact on indirect rates imposed by the award of this contract may require an Offeror to deviate from their FPRA. Should an Offeror deviate from the published FPRA, a written explanation and justification shall be included in the supporting information, along with the rationale and methodology used for the varying rate development and a clear description of the projected rate.

k. Offerors (including subcontractors) that do not have established FPRA/FPRP are required to provide a narrative rationale explaining all proposed indirect rates, any assumptions, and basis of applications, as part of this section. Additionally, all Offerors shall complete and submit the forms in Attachment L-1A, Tab CE, Overhead, G&A and Other Indirect Rates Calculation, for each proposed indirect rate complete and submit the forms in Attachment L-1A, Tab CF, Fringe Benefits/Payroll Additives, for all elements of cost for proposed fringe benefits.

l. In accordance with the FAR Part 30 the Offeror, including major subcontractors, shall provide a copy of their most recent Cost Accounting Standards (CAS) Disclosure

Statement, if applicable, and shall identify the Government Administrative Contracting Office (ACO) responsible for determination and date of adequacy determination. The Offeror shall explain in detail any accounting practice where there is a disagreement between the Offeror and the ACO; and provide a new Disclosure Statement in the event the Offeror plans to establish a new cost/profit center for performance of this effort, or if the existing Disclosure Statement does not accommodate the requirements imposed by this RFP.

m.Any business relationships between the Offeror and all subcontractors, beyond the apparent prime/subcontractor relationship shall be disclosed and fully recognized. Any discounts and/or favored treatment because of a business relationship, by virtue of an agreement or otherwise, shall be disclosed and explained.

n. In the event the Offeror does not propose cost of money for facilities capital, FAR clause 52.215-17, Waiver of Facilities Capital Cost of Money will be included in the contract.

o. The total estimated cost of this contract shall include estimated costs for supplies and equipment, and travel. Table L.24-7 shows the Government’s best estimates of what these costs will be; and shall be utilized in the development of the Offeror’s Cost Volume. The Offeror shall adapt the values in Table L.24-7 to the cost periods of 6-Month Base, 12-Month Base, Option 1, Option 2, Option 3, and 6-Month Option 4, as prescribed in the Attachment L-1A, Cost Sheets.

Table L.24-7 Estimated Other Direct Costs

Year 6 Month Base ($M)

12 Month Base ($M)

Option 1 ($M)

Option 2 ($M)

Option 3 ($M)

Option 4 ($M)

6 MonthExtension

Material Purchases/Supplies/Training

$0.37 $0.75 $0.75 $0.75 $0.75 $0.37 $0.37

Travel $0.20 $0.40 $0.40 $0.40 $0.40 $0.20 $0.20

Section 3 – Basis of Estimates Summary

The Offeror and all major subcontractors shall provide a pricing narrative Basis of Estimate (BOE) and Excel spreadsheet showing mathematical calculations for all proposed cost elements by the second level WBS (i.e. 2.1, 3.1, 4.1, etc.) that explains in detail all pricing and estimating techniques, discloses the basis of all projections including a detailed explanation of learning curve application, rates, ratios, percentages, and cost estimating relationships, and explains all judgmental elements of cost projections. The Offeror shall include a matrix providing traceability to the Mission Suitability Volume and other pertinent parts of this Cost Volume. The information provided under this part will be used to assess the reasonableness and realism of the Offeror’s estimate and to develop the Government’s probable cost.

Section 4 – Copies of Subcontractor Analysis

The Offeror and all major subcontractors shall perform and submit a copy of a cost and/or price analysis of the subcontractor’s cost proposal as required by FAR 15.404-3(b). The Cost Volume shall provide details and a discussion on all adjustments made to the subcontractor’s Cost Volume, including any adjustments based on technical findings, rate adjustments, and fee adjustments. The Cost Volume shall provide a discussion on the use, or non-use, of any adjustments based on the Offeror’s history with the subcontractor.

Section 5 – Personnel and Fringe Benefits Policy Form

The Offeror shall complete the Fringe Form (Attachment L-1A, Tab CF) for the prime and all major subcontractors.

Section 6 – Financial Capability

Financial capability is an important element of success for the Offeror. Therefore, the Offeror and major subcontractors shall submit one copy of the audited financial statements and accompanying notes for the last three (3) most recently completed fiscal years. In addition, the Offeror shall provide data which shows the amount of established and/or available credit, the financial institution extending the line, and the dollar amount (if any) presently in use. If a line of credit is available, the Offeror shall provide a copy of the letter with the name of the institution and the amount of credit extended to the Offeror’s company for this proposed effort. If a joint venture or partnership is proposed, then this information shall be provided for each participant in the joint venture or partnership. If the Offeror is, or will be, a newly formed business entity, a financial statement relating thereto shall accompany the offer showing the contribution that each participant is required to make with regard to the entity’s capital and equity, amount pledged or paid in to date by each of the principals, and the working capital availability. In addition, the Offeror shall discuss the funding requirements, and limitation of liabilities, if any, of all participants. The Offeror shall provide a summary of financial ratios including quick ratio, current ratio, summary of working capital, and debt to equity ratio.

Section 7 – Proposed Offeror/Subcontractor Information Summary

The Offeror shall submit a completed Proposed Offeror/Subcontractor Information Summary – Table L.24-8 for the Offeror, and all subcontractors (regardless of the tier) having a contract value of $5,000,000 or greater to provide information for use by NASA in the public contract award notification.

Table L.24-8 Proposal Offeror/Subcontractor Information Summary

Offerors are to fill-in the italic areas in column 2 with the required informationOfferor or Subcontractor Name

Identify name of the Offeror or subcontractor (This is the Offeror proposer).

Title: The title of the effort the Offeror has subcontracted or the program name subcontracted.

Description: A brief non technical description of the work, including identification of the program, project and period of performance.

Program: MSFC Mission Operations LaboratoryProject: Mission Operations & Integration (MO&I)Period of Performance:

The length from start date, mm/dd/yyyy to completion date of the contacted effort.

Type of Action: New ContractContract Type: Identify the contract type, Cost Plus Fixed Fee (CPFF),

Cost Plus Award Fee (CPAF), Firm Fixed Price (FFP), Time & Material (T&M), Cost Plus Incentive Fee (CPIF), etc

Company: The name of the Prime, Team Member or Subcontractor (This is a subordinate company to the prime or major sub.)

Address: Full USPS street address to include suite or apartment numbers.

Performance Location:

City and State of the principal work performance location(s).

USPS 9 digit Zip Code

Enter the 9 digit United State Postal Service (USPS) Zip Code XXXXX-XXXX. The 9 digit Zip code is a Mandatory Requirement.

Estimated Cost $ amount rounded to the $1,000.Subcontractors: (>$5M)

List all subcontractors and their business size status for each subcontract worth $5,000,000 or more for the total contract performance.

Section 8 – Excel Pricing Model (EPM) Cost Forms Instructions

a. The goal of the EPM is to construct a comprehensive summary model of an Offeror’s proposed cost volume in an automated format. It is not intended to replace an Offeror’s own pricing model, structure and format required to be submitted as supporting information. Detailed instructions relative to individual templates are provided below.

b. The Government intends to use a personal computer with Microsoft Excel to aid in the evaluation of the Cost proposal. In addition to the hardcopy requirements of the preceding section, the Offeror and each subcontractor is required to submit the EPM and

any other electronic price data, including formulas, on CD media. The submission of the proposed data on CD is required to be compliant with the RFP. Two (2) electronic copies of the cost proposed data shall be submitted with your quote. Each CD provided is to have an external label affixed indicating:

1. The name of the Offeror or subcontractor

2. The RFP number

3. An indication of the files/workbooks or range of files/workbooks

c. All formulas used in the templates shall be clearly visible in the individual cells and verifiable. Whereas linking among the spreadsheets is necessary, use of external links (source data not provided to NASA) of any kind is prohibited. The EPM and all its associated workbooks/files shall not be locked/protected or secured by passwords.

d. The electronic file/workbook names included in a proposal shall begin with the appropriate contract acronym i.e. MOI, hyphen, followed by the first three letters of the Offeror’s company name. For example: Assume the company name is ABC Company and the cost templates required by this RFP have been completed; the file/workbook name would be MOI-ABC Attachment L-1A.xls. Offerors shall use the template below (Table L.24-9) in naming individual worksheets/tabs within an Excel file/workbook. These templates are required for each Offeror, and proposed subcontractor that meets the major subcontractor threshold.

Table L.24-9 Cost Template Form Numbers

Index of Tabs, Instructions and Links to each Tab

Excel File – MOI-ABCAttachment L-1A.xlsTab CA Summary of Total Costs Tab CB PWS SummaryTab CC-1 thru CC-6

WYE Input Sheets

Tab CD Compensation Form – Salaries and WagesTab CE Overhead, G&A and Other Indirect RatesTab CF Fringe Benefits/Payroll AdditivesTab CG Productive FactorTab CH Cognizant Audit Office Template (CAOT)Tab CI Phase-In formTab CJ Compensation Form Incumbency AssumptionsTab CK Total WYE by PWS and by Offeror/SubcontractorTab CL IDIQ Fully Burdened Rates (FBR)

Excel File – MOI-ABCAttachment L-1B.xls (Prime only)Tab CM Development of Adjusted Subcontractor t of Adjusted Subcontractor

Fully Burdened Rates (SFBR) (Prime only)Tab CN Composite IDIQ Rate Development (Prime only)

Tab CO Summary of Proposed Composite IDIQ Rates (by Contract Year, Prime only)

e. Government Labor Category Position Descriptions (LCPD).

f. All Offerors and major subcontractors shall map proposed labor classifications to the standard labor classifications used in the Department of Labor (DOL) Service Contract Act (SCA) Directory of Occupations for non-professional positions, and the Office of Personnel Management (OPM) Government Employee Classification guides for professional level employees. Section L, Attachment L-3 (Government Labor Category Position Descriptions) contains descriptions of Standard RFP Labor Category for both exempt and non-exempt labor categories. Offerors shall identify, by individual position, their unique classifications of labor that are considered equivalent to the Government labor categories provided in Attachment L-3 in Attachment L-2, Tab SB Job Description/Qualification Form (JD/Q). Using appropriate proportions of each unique labor classification, Offerors shall develop the Government labor category rates. The purpose of this process is to expedite evaluation, not to limit or prescribe the labor classifications proposed.

g. DOL’s SCA Directory of Occupations labor classifications are available on the Department of Labor (DOL) website located at the following Universal Resource Locator (URL):

http://www.wdol.gov/library.aspx

The OPM Government employee classifications are available at the following websites: http://www.opm.gov/fedclass/GS2200A.pdfhttp://www.opm.gov/fedclass/html/gsseries.asp

h. RFP Government Labor Category Position Descriptions (LCPD’s) shall be used by the Offeror for proposal development. The Offeror shall develop its own cost estimates using their established estimating system, compensation system, accounting system, and other systems that may apply. The Offeror shall include labor classifications with their corresponding labor rates sufficient to identify the entire spectrum of personnel associated with management, supervision, and/or other unique labor categories of the Offeror. The Offeror shall map the LCPD to their proposed labor categories.

i. To facilitate uniformity in evaluation, Offerors are requested to classify and propose cost elements in consonance with the specified format and furnish addenda which explain and reconcile the differences between the way the company normally classifies its costs and costs classified in accordance with the RFP cost forms.

j. Offerors shall complete all cost forms as shown in the list below and provide detailed, supporting data to explain the basis and rationale for each proposed element of cost. The required cost forms are provided in Microsoft Excel, "MOI Cost Forms and Instructions." The forms are designed to provide NASA with information necessary to evaluate all Offeror’s proposals on a uniform and consistent basis. The composition of some forms may require an Offeror to classify some proposed elements of cost in a manner that

differs from the Offeror’s normal, disclosed, and/or approved estimating and accounting practices. Instructions for completing the provided forms are as follows:

i. Tab CA: Summary of Total Costs – This worksheet is designed to summarize the total cost (fee included) for the contract effort. This Tab brings together the proposed hours and dollars for all PWS. Areas in yellow require manual input.

Note: In reporting the cost associated with the Clause I.9, FAR 52.217-8 Option to Extend Services, the total proposed cost for the contract and total probable cost for the contract, including the calculated proposed and probable IDIQ cost, for the last 6 months (Option Period 4, CLINS 009 and 010) will be duplicated to account for the additional 6 month potential extension.

ii. Tab CB: PWS Summary - This worksheet is designed to summarize by PWS all labor, burdens, and subcontract cost. The source for this sheet is for hours and labor dollars. The labor hours and dollars are linked to Tab CC and will self-calculate. The Offeror shall manually input burdens to the labor where the cells are highlighted in yellow. Those cells that are linked to other Tabs are labeled with warnings to prevent the overwriting of those links.

iii. Tabs CC-1 through CC-6: WYE Input Sheets - This sheet serves as the instrument by which the Offeror inputs WYE by PWS and labor category. Once input the sheet automatically calculates hours and dollars from other sheets completed within this workbook. Each CC Tab represents a contract year.

iv. Tab CD: Compensation Form Salaries and Wages - This compensation form, as well as the other compensation forms required in the EPM, is required for the government to perform an evaluation of your Total Compensation Plan. These forms shall reconcile with the costing forms described above, wherever applicable in addition to the Mission Suitability Volume.

The Offeror shall submit a completed compensation form for exempt and non-exempt labor categories for contract year one. This form is required of the Offeror and all major subcontractors. In the “Offeror’s Labor Category” column, list all proposed labor classification (included in the cost proposal) by titles from the Offeror’s customary estimating system. Each of the Offeror’s Labor Category shall be mapped to the LCPDs. The Offeror shall select either “Exempt” or “Non-Exempt” for each of their proposed labor categories. If “Non-Exempt” is selected, the Department of Labor (DOL) Wage Determination (WD) category shall be mapped to the Offeror’s Labor Category. In addition, the Offeror shall provide a direct labor rate for each category by year and include the escalation rates for each year in accordance with the RFP. If the Offeror chooses to use different escalation rates then a justification for deviating from the NASA provided escalation rates shall be provided in the narrative.

v. Tab CE: Overhead, G&A, and Other Indirect Rates - This form is designed to detail each overhead pool (labor overhead, material handling, and/or subcontract handling), G&A and any other applicable indirect rates. This template shall provide insight into the composition of the burden pool(s) for the proposed overhead rates. As supporting data, there are templates below the summary data that specify a breakout of specific cost accounts that are included in the individual cost pools. On the supporting data

templates, please provide cost history for the prior two years and for the term of the contract. The basis for projections of indirect rates shall also be provided with an explanation that demonstrates the impact that the award of this procurement will have on the expense pool and allocation base. The template also provides a formula to convert the Offeror’s accounting fiscal year to contract year.

vi. Tab CF: Fringe Benefits/Payroll Additives - This form is designed to detail the fringe benefit cost (Group Health, Dental, Retirement, Sick Leave, etc.), and the payroll additives that are required by law. Section B of this form sums payroll additives by individual rate additive such as Federal Insurance Compensation Act (FICA) calculations, workman’s compensation application, unemployment tax, and any other additive the contractor considers applicable by location. Part A combines the payroll additive rate developed in Part B with the individual elements of fringe to obtain a fringe rate by year for each location. Part C designates fringe cost by labor category. This information is required to ensure that the Offeror is meeting the minimum fringe per hour designed by the SCA. The Offeror shall demonstrate that the estimates for fringe benefits shown in this form are incorporated into their proposed contract cost in accordance with their normal accounting and estimating practices for each contract year.

vii. Tab CG: Productive Factor discloses the Offeror’s and subcontractor’s productive labor hours by Calendar Year (CY). This estimate shall be provided based on the typical productive and nonproductive hours per work year based on the Offeror’s personnel and accounting policies and practices. Nonproductive time is all paid absences, e.g., vacations, holidays, sick leave, and other authorized paid absences. The Offeror shall indicate the productive hours for all subcontractors included in their proposal.

Hours available per Contract YearTable L.24-10

Contract Period HoursBase Period 1 12/1/2012 – 5/31/2013 1,040Base Period 2 6/1/2013 – 5/31/2014 2,080

Option 1 6/1/2014 – 5/31/2015 2,080Option 2 6/1/2015 – 5/31/2016 2,096Option 3 6/1/2016 – 5/31/2017 2,088Option 4 6/1/2017 – 11/30/2017 1,048

viii. Tab CH: Cognizant Audit Office Template (CAOT) is required of the Offeror and all subcontractors. This form is designed to capture relevant information concerning:

A. The specific location (address or addresses for the Offeror and all subcontractors) where auditable cost information physically resides that support amounts proposed.

B. The name and addresses of their cognizant DCAA field audit office.

ix. Tab CI: Phase-In Form provides a complete cost estimate of all Phase-in costs, by the elements of cost specified on the Phase-In Form and in accordance with the Offeror’s normal estimating procedures. Proposed Phase-In will be for a period not to exceed 45 calendar days which shall be prior to the contract period of performance effective date as of December 1, 2012. Provide additional detail supporting the development of the proposed Phase-In cost as deemed necessary. The RFP limits the Phase-In price of the separate purchase order to a total of no more than $150,000.

x. Tab CJ: Compensation Form Incumbency Assumption form is required of the Offeror and all subcontractors. This form provides visibility into any incumbency assumptions proposed by each Offeror pertaining to incumbency labor rates, incumbency seniority rights, and the incumbency fringe benefits. The Offeror shall select only one option in each category. All Offerors shall provide a brief narrative and any supporting documentation explaining the proposed rationale.

xi. Tab CK: Total WYE by PWS and by Offeror/Subcontractor - This form requires input by the Offeror designating the intended mix of sub to prime for each labor category by PWS.

xii. Tab CL: IDIQ Fully Burdened Rates (FBR) form develops the IDIQ Fully Burdened Rates for both the Prime and Subcontractor.

Attachment L-1B (completed by Prime only)

xiii. Tab CM: Development of Adjusted Subcontractor Fully Burdened Rates (SFBR) with Prime Offeror Burdens (Prime only) form is provided as a means to adjust subcontractor’s FBR/IDIQ rates by adding any additional prime contractor burdens to calculate a subcontractor fully burdened rates (SFBR).

xiv. Tab CN: Composite IDIQ Rate Development (Prime only) form is utilized to develop Composite rates if the Offerors teaming arrangement consists of multiple Offerors (e.g. prime and subcontractors labor) to perform the duties of a full WYE. Indicate the percentage of participation proposed for each labor rate. If the Offeror proposes to have one Offeror work 100% for a particular labor category then indicate 100% in the form. The Prime shall fill out this form using fully burdened rates from each Offeror (Tab CA). The formulas in colored cells will automatically calculate the Composite rate.

xv. Tab CO: Summary of Proposed Composite IDIQ Rates (Prime only) form inputs the Composite rate into a table that can be used to complete Attachment J-12, IDIQ Fully Burdened Rates of the model contract.

Section 9 – Offeror Pricing Model (OPM)

The Offeror shall submit its OPM based on their adequate accounting practices and the Price Volume shall include price element reconciliation to the Excel Pricing Model. As stated above if an Offeror or subcontractor does not have an adequate Government-approved accounting system, that entity may use the EPM as its OPM. In this case, the submission of the EPM only will satisfy the requirement for submission of both EPM and OPM. Any reference made to OPM is intended to include both the Offeror and its major subcontractors. Further, should there be discrepancies between the OPM and the EPM data, the EPM takes precedence. Any discrepancies between the OPM and EPM shall be clearly explained.

Section 10 - Fee

The Offeror shall provide a description of proposed fee structure. If a fee sharing pool arrangement is proposed, include a discussion of the arrangement and the distribution of fee earned. The contract will be a Cost-Plus-Award-Fee type. Under this arrangement, evaluations of overall performance will be based on established fee evaluation criteria in Attachment J-7, Award Fee Evaluation Plan.

(End of Provision)

L.25 VOLUME IV – MODEL CONTRACT VOLUME

(a) SF 33, offeror Fill Ins and Section K. A Standard Form 33 has been provided in this solicitation. The completed and signed SF33, all pages with the required fill-ins, and all of Section K (completed and signed) must be submitted with the Model Contract Volume.

The offeror shall also complete the following sections of the RFP and include a complete copy of the RFP (Sections B-M plus Forms and Exhibits) in this volume following the SF33s.

Section Fill-in Required

A- SF 33 Sections 12-18B- Clause B.3 paragraph 1, Table B.3

Estimated Cost and Award Fee

B- Clause B.5 Table B.5 Premiums for Scheduled OvertimeH- Clause H.9 paragraph (c) Table H.9

Key Personnel and Facilities

H- Clause H.23 Representations, Certifications, and other Statements of Offeror

J- Attachment J-1, Appendix A Contractor Innovations, Approaches, Advance Agreements, and Corporate Capital Investments

J- Attachment J-5 Organizational Conflict of Interest (OCI) PlanJ- Attachment J-12 IDIQ Fully Burdened RatesJ- Attachment J-14 Small Business Subcontracting PlanK- Section K Representations, Certifications, and other Statements

of Offeror

In the event the Government elects to award a contract from initial proposals without discussions, the signed SF33 and completed Volume IV, Model Contract, will form the executed contract.

(b) Additional Information to be Furnished

(1) Team Member/ Subcontractor List

At the beginning of the contract volume, the Offeror shall provide a summary listing (by name and address) of all team members, joint venture partners, subcontractors, and vendors that have been identified by name throughout the Offeror's proposal, the contract value associated with each entity, and the percentage of total work assigned to each entity.

(2) Responsibility Information

Provide information addressing all of the elements under FAR 9.104 to demonstrate responsibility.

(End of Provision)

[END OF SECTION]

SECTION L – LIST OF ATTACHMENTS (NNM12407668R)

Attachment No. Description

L-1A Cost Related Forms (“C” Forms)

Tab CA - Summary of Total Costs

Tab CB - PWS Summary

Tab CC1-CC6 - WYE Input Sheets

Tab CD - Compensation Form – Salaries and Wages

Tab CE - Overhead, G&A and Other Indirect Rates

Tab CF - Fringe Benefits/Payroll Additives

Tab CG - Productive Factor

Tab CH - Cognizant Audit Office Template (CAOT)

Tab CI - Phase-In Form

Tab CJ - Compensation Form Incumbency Assumptions

Tab CK - Total WYE by PWS and by Offeror/Subcontractor

Tab CL - IDIQ Fully Burdened Rates (FBR)

L-1B IDIQ Related Forms (completed by Prime Only)

Tab CM - Development of Adjusted Subcontractor Fully Burdened Rates

(SFBR) with Prime Offeror (Prime Only)

Tab CN - Composite IDIQ Rate Development (Prime Only)

Tab CO - Summary of Proposed Composite IDIQ Rates (Prime Only)

L-2 Staffing Related Forms (“S” Forms)

SA: Key Personnel Position Description

SB: Job Description/Qualification

SC: Past Performance Interview/Questionnaire

SD: LTC and TRIR Rate Chart

SE: Personnel and Fringe Benefits

L-3 Labor Category Position Descriptions

L-4 EO Organization Chart

L-5 MO&I Background & Historical Information

L-6 Subcontractor Past Performance Template

RFP # NNM12407668R SECTION M

SECTION M - EVALUATION FACTORS FOR AWARD

M. 1 EVALUATION OF OPTIONS (FAR 52.217-5) (JUL 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total cost for all options to the total cost for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of Provision)

NOTE: In reporting the cost associated with the Clause I.9, FAR 52.217-8 Option to Extend Services, the total proposed cost for the contract and total probable cost for the contract, including the calculated proposed and probable IDIQ cost, for the last 6 months (Option Period 4, CLINS 009 and 010) will be duplicated to account for the additional 6 month potential extension.

M. 2 AWARD WITHOUT DISCUSSIONS

As provided for in FAR 52.215-1 “Instructions to Offerors--Competitive Acquisitions”, the Government intends to evaluate proposals and award a contract without discussions with Offerors (except clarifications as described in FAR 15.306(a)). Therefore, the Offeror’s initial proposal shall contain the Offeror’s best terms from a cost or price and technical standpoint. The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. If the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals.

(End of Provision)

M. 3 SOURCE SELECTION AND EVALUATION FACTORS—GENERAL

(a) Source Selection

This competitive negotiated acquisition will be conducted in accordance with FAR 15.3, Source Selection, and NASA FAR Supplement (NFS) 1815.3, same subject. The Source Evaluation Board procedures at NFS 1815.370, NASA Source Evaluation Boards and/or any deviations approved by the NASA Assistant Administrator for Procurement will apply.

The attention of Offerors is particularly directed to NFS 1815.305, Proposal Evaluation and to NFS 1815.305-70, Identification of Unacceptable Proposals.

A best value trade-off process, as described at FAR 15.101-1 will be used in making source selection.

(b) Evaluation Factors and Subfactors

The evaluation factors are Mission Suitability, Past Performance, and Cost. These factors, as described at NFS 1815.304-70, will be used to evaluate each proposal. Section M provides a further description for each evaluation factor, inclusive of subfactors. Only the Mission Suitability factor is numerically scored.

(c) Relative Order of Importance of Evaluation Factors:

While only the Mission Suitability factor is numerically scored, in order to provide Offerors with an indication of the relative importance of the three factors, the following information is furnished in accordance with FAR 15.304(e):

Mission Suitability, Past Performance and Cost are considered to be essentially equal to each other. Therefore, all evaluation factors other than cost, when combined, are significantly more important than cost.

(End of Provision)

M. 4 EVALUATION FACTOR S

Consistency between Volumes I, II, III and IV will be evaluated. Inconsistencies may adversely impact the evaluation of an Offeror’s proposal in any of the three evaluation factors.

VOLUME I – MISSION SUITABILITY FACTOR

(a) The Offeror’s proposed approach to meeting the requirements of the contemplated contract will be evaluated for how clearly and completely the Offeror understands the requirements and the inherent challenges associated with accomplishing the objectives of this procurement. Risk associated with the proposed approach will be assessed and reflected in the development of Mission Suitability strengths, weaknesses, deficiencies, and the resultant adjectival ratings and numerical scores. The completeness and validity of the response will be evaluated. The adjectival rating system/definitions set forth in NFS 1815.305(a)(3)(A) will be utilized in the evaluation of Mission Suitability.

(b) The Mission Suitability factor assesses the excellence of the proposed approach for satisfying the PWS and the Offeror’s ability to perform. The Offeror’s degree of understanding of the requirements will be assessed in all Mission Suitability subfactors.

(c) Cost realism, or the lack thereof, will be used in evaluating the Mission Suitability subfactors as an indicator of the Offeror’s understanding of the requirement. Overall lack of cost realism may adversely impact the Offeror’s Mission Suitability ratings and numerical score.

(d) The subfactors to be used in evaluating Mission Suitability and their corresponding weights are listed below:

Management and Technical Approach 500 PointsStaffing and Total Compensation 400 PointsSmall Business Utilization 100 Points

TOTAL 1,000 Points

The numerical weights assigned to the three subfactors identified above are indicative of the relative importance of those evaluation areas.

(e) The Mission Suitability volume will be evaluated and scored based on the Mission Suitability subfactors set forth below. (Note: the alphanumeric paragraphs within each supporting subfactor shall not be construed as an indication of the order of importance or relative weighting within the individual subfactors as there are no discrete point values attached to any of the paragraphs; the paragraphs are included to facilitate comparison with the requirements of Section L.)

(f) The Government will evaluate the benefit of any proposed performance capability that exceeds the requirements specified in the PWS. The Government will evaluate the proposed capabilities under the appropriate mission suitability subfactor, only to the extent that the Offeror commits to provide the capability as a contract requirement and the capability is included in the Offeror’s proposed costs.

SUBFACTOR 1: MANAGEMENT AND TECHNICAL APPROACH

MTA-1: Contract Organizational Structure and General Management Approach

The Offeror’s description of the proposed contract organizational structure and general management approach will be evaluated.

MTA-2 : Autonomy and Authority

The Offeror’s description of the proposed approach for autonomy and authority for performance of the contract will be evaluated.

MTA-3: Management Functions

The Offeror’s description of the proposed approach to the performance of management functions will be evaluated.

MTA-4: Teaming and Subcontract Management Approach

The Offeror’s description of the proposed approach for teaming and subcontract management will be evaluated.

MTA-5: Phase-In Approach

The Offeror’s proposed Phase-In Plan will be evaluated.

MTA-6: Management and Productivity Improvement and Innovation

The Offeror’s description of the proposed approach for management and productivity improvement and innovations will be evaluated.

MTA-7: Mission Operations Approach

The Offeror’s description of the proposed approach for mission operations will be evaluated.

MTA-8: Safety, Health, and Environmental (SHE) Approach

The Offeror’s description of the proposed approach for ensuring a safe working environment will be evaluated.

MTA-9: Organizational Conflict of Interest (OCI) Plan

The Offeror's Organizational Conflict of Interest Plan (i.e., 1417MA-OCI-001, Organizational Conflict of Interest (OCI) Plan) and the approach to resolving any identified OCIs will be evaluated.

MTA-10: Management & Technical Approach Risk Assessment

The Offeror's risk assessment for Subfactor 1, Management and Technical Approach will be evaluated.

SUBFACTOR 2: STAFFING AND TOTAL COMPENSATION

STC-1: Key Personnel

The Offeror’s description of the key personnel and the performance history of the key personnel will be evaluated.

STC-2: Staffing Approach

The Offeror’s description of the proposed staffing approach, including major subcontractors, for performance of the contract will be evaluated.

STC-3: Recruiting and Retention of Specialized Skills

The Offeror’s description of the proposed approach for recruiting and retaining employees with relevant skills and capabilities will be evaluated.

STC-4: Compensation Plan

The Offeror’s description of the proposed integrated Total Compensation Plan, including major subcontractors, for performance of the contract will be evaluated.

STC-5: Staffing and Total Compensation Risk Assessment

The Offeror's risk assessment for Subfactor 2, Staffing and Total Compensation Plan will be evaluated.

SUBFACTOR 3: SMALL BUSINESS UTILIZATION

The evaluation of Small Business Subcontracting and Commitment to Small Businesses applies to all Offerors, except that small businesses are not required to submit a Small Business Subcontracting Plan.

For small business Offerors, the Government will evaluate SB-2 Commitment to Small Business Program only if subcontracting opportunities exist.

SB-1: Small Business Subcontracting Plan

The Offeror’s Small Business Subcontracting Plan will be evaluated in accordance with FAR 52.219-9 and FAR 19.704 Subcontracting plan requirements. The Small Business Subcontracting Plan will also be evaluated in terms of the Offeror’s proposed subcontracting goals for their appropriateness considering both the Offeror’s independent assessment of the small business subcontracting opportunities and the Contracting Officer’s assessment of the appropriate subcontracting goals for this procurement. The evaluation of the Small Business Subcontracting Plan will be on the basis of total contract value.

Small businesses are not required to submit subcontracting plans. The Government will only evaluate the amount of work proposed to be performed by the small business prime and any small business at the first tier subcontract level. The proposed amount of work to be done by the prime small business and first tier small business subcontractors will be evaluated against the Contracting Officer’s assessment of the overall subcontracting goal for this procurement. Individual subcontracting goals by small business categories will not be evaluated for small business primes and their first tier subcontractors.

SB-2: Commitment to Small Business Program

The Offeror’s description of their commitment to the Small Business Program will be evaluated.

SB-3: Small Business Approach Risk Assessment

The Offeror's risk assessment for Subfactor 3, Small Business Utilization will be evaluated.

VOLUME II - PAST PERFORMANCE FACTOR

In accordance with the FAR 15.305(a)(2) and NFS 1815.304-70, the Offeror’s overall corporate past performance, to include the corporate past performance of any proposed major subcontractors, will be evaluated. This area is not numerically scored, but is assigned an adjective rating and reported to the SSA for consideration in making a selection. Strengths and weaknesses will be assigned. The adjectival rating system/definitions set forth in NFS 1815.305 (a) (2) (A) will be utilized in the evaluation of past performance. However, Offerors without a record of relevant past performance or for whom information on past performance is not available, will not be evaluated favorably or unfavorably on past performance. Refer to FAR 15.305(a)(2)(iv).

The past performance evaluation will be based on information provided by the Offeror in their Past Performance Volume, completed past performance questionnaires, and any other information obtained independently by the SEB. All pertinent information, including customer assessments and any Offeror rebuttals, if appropriate, will be made part of the evaluation records and included in the evaluation.

(a) The Offeror provided Past Performance descriptions and information in Volume II will be evaluated.

The quality of Offeror’s overall relevant corporate past performance with other programs comparable in size, scope, complexity, and to a lesser extent contract type, to the requirements of the proposed MO&I contract will be evaluated. The Government’s evaluation will give emphasis to the following areas as relevant:

Human spaceflight operations and integration experience, or High-risk, hazardous human operations and integration activities in closed

environments other than space, or Unmanned spaceflight operations and integration experience

(b) In addition to Offeror provided references, completed past performance questionnaires and the Federal Government Past Performance Information Retrieval System (PPIRS) database records and references known to the Source Evaluation Board (SEB) will be considered in the evaluation.

VOLUME III - COST FACTOR

(a) The reasonableness and realism of the cost proposal will be evaluated to determine the probable cost of doing business. The Government will perform a cost realism analysis by independently reviewing and evaluating each Offeror’s proposed costs to determine if the estimated cost elements are realistic for the work to be performed, reflect a clear understanding of the requirements, and are consistent with the unique methods of performance as described in the Offeror’s Mission Suitability proposal.

(b) Definitions: Offerors should refer to FAR 2.101(b) for a definition of “cost realism” and to FAR 15.404-1(d) for a discussion of "cost realism analysis” and “probable cost”.

(c) Assessment of Probable Cost

1. This solicitation will result in a performance-based Cost Plus Award Fee (CPAF) contract with both Mission Operations & Integration (MO&I) Core Services and IDIQ Task Orders.

2. The proposed Core Services cost/price as well as the proposed IDIQ labor rates will be evaluated to determine reasonableness and cost realism (including the impact of proposed uncompensated overtime). The evaluation will be conducted in accordance with FAR 15.305(a)(1) and NFS 1815.305(a)(1)(B) and (C). Upward or downward adjustments may be made to the proposed cost as a result of the assessment of cost realism. This can include adjustments to all proposed direct and indirect costs. The Cost Factor, although not scored numerically, is relevant in determining the Offeror’s understanding of the contract and its resource requirements and will be evaluated. Unrealistic costs or elements of cost may adversely impact the proposal’s Mission Suitability ratings and numerical scores.

3. The Government assessment of the “probable cost of doing business” with each Offeror, of the possible cost growth during the course of the contract, and of features that could cause a given proposal to cost more or less than proposed will be included in this evaluation.

4. For proposed fees, the fee(s) will not be adjusted, but will be included in the probable cost in the amounts proposed.

5. Each Offeror’s proposed Phase-In cost for the separate Phase-In Purchase Order will be identified separately and reported to the Source Selection Authority. The Government will not make adjustments to the proposed phase-in costs.

6. Government Calculated IDIQ Value

a. The Government will calculate an IDIQ cost utilizing the IDIQ rates as provided in Attachment J-12, IDIQ Fully Burdened Labor Rates, of the Model Contract, Volume IV (these rates are expected to be consistent with

the rates in Volume III, Attachment L-1B, Tab CO Summary of Proposed Composite IDIQ Rates. The calculated cost will be established utilizing a Government IDIQ Cost Model (see Table M.4-1 which depicts multiplication of a predetermined number of hours by selected labor categories by the Offeror’s proposed IDIQ Fully Burdened Rates).

b. The Government’s predetermined number of hours by labor category will not be provided to the Offeror, but will be included in the Government Source Evaluation Plan approved by the Source Selection Authority. The IDIQ model will be used for evaluation purposes only.

c. The Government may make adjustments to the proposed IDIQ labor rates to calculate a probable IDIQ cost in accordance with the methodology described herein.

Table M.4-1, Government IDIQ Cost Model

Labor Category Labor Hours X Fully Burdened Labor Rates = Total

Marshall Space Flight CenterProgram ManagerProject ManagerContract AdministratorManagement Analyst IManagement Analyst IIMaterial CoordinatorMessenger CourierSecretary ISecretary IISecretary IIISchedulerEngineer/Scientist IEngineer/Scientist IIEngineer/Scientist IIIEngineer/Scientist IVEngineering Technician IEngineering Technician IIEngineering Technician IIIEngineering Technician IVEngineering Technician VEngineering Technician VITechnical Writer I

Labor Category Labor Hours X Fully Burdened Labor Rates = Total

Technical Writer IITechnical SpecialistSr. Technical SpecialistData Entry Operator IData Entry Operator IIJohnson Space CenterJSC -Engineer/Scientist IJSC -Engineer/Scientist IIJSC -Engineer/Scientist IIIJSC -Engineer/Scientist IVJSC -Engineering Technician IJSC -Engineering Technician IIJSC -Engineering Technician IIIJSC -Engineering Technician IVJSC -Engineering Technician VJSC -Engineering Technician VI

OFFEROR Proposed Fee Percentage %GOVERNMENT Worksheet-IDIQ Cost Model Total Amount $

NOTES FOR CHART SHOWN ABOVE NOTE 1: This sheet will be replicated for the Prime contractor for each Contract Year (CY).NOTE 2: The Offerors shall not complete this section of this Worksheet. The labor hours are identified in the Source Evaluation Plan prepared prior to the issuance of the final RFP and will be utilized by the SEB to calculate a price.

7. The proposed Core Services cost/price will be added to the proposed calculated IDIQ cost to arrive at a total proposed cost for the contract. The Government probable Core Services cost will be added to the calculated probable IDIQ cost to arrive at a total probable cost for the Contract.

NOTE: In reporting the cost associated with the Clause I.9, FAR 52.217-8 Option to Extend Services, the total proposed cost for the contract and total probable cost for the contract, including the calculated proposed and probable IDIQ cost, for the last 6 months (Option Period 4, CLINS 009 and 010) will be duplicated to account for the additional 6 month potential extension.

8. Assessment of Cost Confidence

A level of confidence determination (high, medium, or low) will be made for the most probable cost assessment for each proposal and reported to the Source Selection Authority. The confidence levels for probable cost are defined as:

(i) High: The Government has a very high level of confidence that the probable cost, which is the Government’s best estimate for the cost of a contract resulting from the Offeror’s proposal, correlates very closely to the actual costs that the Offeror would incur to successfully implement its proposal. (ii) Medium: The Government has a reasonable level of confidence that the probable cost, which is the Government’s best estimate for the cost of a contract resulting from the Offeror’s proposal, correlates very closely to the actual costs that the Offeror would incur to successfully implement its proposal.

(iii) Low: The Government has at best a marginal level of confidence that the probable cost, which is the Government’s best estimate for the cost of a contract resulting from the Offeror’s proposal, correlates very closely to the actual costs that the Offeror would incur to successfully implement its proposal.

9. The total cost reported the to the SSA will include the proposed cost and probable costs including all options to extend the term of the contract pursuant to the following clauses:

a. F.2 Period of Performanceb. F.4 Option to Extendc. I.9 FAR 52.217-8 Option to Extend Servicesd. I.10 FAR 52.217-9 Option to Extend the Term of the Contract

In reporting the cost associated with the Clause I.9, FAR 52.217-8 Option to Extend Services, the total proposed cost for the contract and total probable cost for the contract, including the calculated proposed and probable IDIQ cost, for the last 6 months (Option Period 4, CLINS 009 and 010) will be duplicated to account for the additional 6 month potential extension.

10. The following will be reported to the SSA:

a. proposed cost for the Core Services b. evaluated probable cost for the Core Servicesc. proposed calculated IDIQ cost d. probable calculated IDIQ cost e. proposed Phase-In cost,f. total proposed cost for the contractg. total probable cost for the contract h. cost confidence rating

(End of Provision)

M. 5 MO&I SOURCE SELECTION

Source Evaluation Board (SEB)

The SEB will be appointed by the Source Selection Authority to evaluate the offers submitted for the Request for Proposal (RFP). Proposal documentation requirements set forth in this RFP are designed to provide guidance to the Offeror concerning the type of documentation that must be submitted to the SEB.

The members of the SEB are:

Melanie Bodiford (Chairperson)Dawn Turner (Procurement)Carmen Price (Member)Charles David Mixson (Member)Kelvin Nichols (Member)Sheila McDonald (Recorder)

Source selection will be made by Arthur E. Goldman.

(End of Provision)

[END OF SECTION]

part i – the schedule · web viewnpd 8800.14, policy for real estate management. npr 8831.2,...

Documents

ublc npr-i npr-ihls npr-i .5 npr-2 npr-3 npr-6 npr-7 yr...

2005 gm/isuzu truck · npr/w3500, npr hd/w4500 gas...

camiÓn chevrolet npr

npr 2013noacatalogforprintout

lost creek home wildfire risk ratings · 2018. 1. 8. ·...

kako bi samostalno jeli! - ergotherapie.at · •...

npr rauschmessplatz von · pdf filetp-filter usb dc4ku...

npr europe.pdf

npr, npr hd gas electrical symbols - isuzu truck...

npr brochure.pdf

michael yoch (npr) - the npr api: powering "radio" in a...

npr college of engineering & technology npr an iso g 1

commercial vehicle diagnostic tool - … vehicle ....

10 ublc npr-i npr-ihls npr-i .5 npr-2 npr-3 npr-6 ... 16l...

新規文書1ublc npr-i npr-ihls npr-i .5 npr-2 npr-3 npr-6...

2010 isuzu n-series t - cit trucks, llc n-series trucks...

npr english

ant 25137 npr

foia npr final

npr simile timeline