SECTION B - SUPPLIES OR SERVICES/PRICES 

NAMING/NUMBERING SCHEME FOR CLAUSES IN FULL TEXT AND FOR CLAUSES INCORPORATED BY REFERENCE (LaRC 52.201-90) (Aug 2008) 

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

B.1	SUPPLIES AND/OR SERVICES TO BE PROVIDED 

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) necessary to deliver and/or perform the items below in accordance with the Statement of Work (SOW) for Safety and Quality Assurance Contract (SQAC) (Exhibit A).

       Contract Line                        SOW Section                                                    Type
        Item Number
            (CLIN)

0	Phase-In 						FFP
1	C.1, C.2, C.3 (Sustaining Effort)  			CPFF
2	C.4 (Sustaining Effort)					FFP
3	C.5 (Sustaining Effort)					FFP
4	IDIQ Task Orders, C.6, C.7				CPFF
5	IDIQ Task Orders, C.8, C.9				FFP

Work will consist of a sustaining effort (CLINs 1, 2, 3) and the issuance of task orders (CLINs 4, 5) that are either cost type or firm fixed price.  Therefore, this contract contains clauses applicable to cost (CLINs 1, 4) and fixed price (CLINs 0, 2, 3, 5).  Fixed Price clauses are annotated with an (*) unless indicated in the clause title; otherwise, the clause applies to cost type work or applies regardless of work type.

(End of clause)

B.2	CONTRACT VALUE (Base Period) (Option costs will be addressed in H.9)

(a)	The firm fixed-price for the phase-in (CLIN 0) period is $ ______________

(b)	The estimated cost of CLIN 1 is $______________ exclusive of the fixed fee of $______________.  The total estimated cost and fixed fee of CLIN 1 is $__________________.

(c)	The firm fixed-price for CLIN 2 is:  $____________

(d)	The firm fixed-price for CLIN 3 is:  $_____________
(e)	The total estimated cost and fixed fee for CPFF Task Orders and FFP Task Orders will be as set forth on individual task orders.  The Government issued task orders (CPFF & FFP CLINs 4 & 5) under this contract shall not exceed a maximum of $20,000,000 in services for the 5-year contract period of performance.

B.3	INDEFINITE DELIVERY/INDEFINITE QUANTITY (IDIQ) CONTRACT VALUE/LIMITATIONS

The minimum quantity of work required under CLINS 4 & 5 is $0.  There will be no further obligation on the part of the Government to issue any Task Orders. The total maximum value of CLINs 4 & 5 is $20,000,000 for the five-year period of performance, unless extended via the Option to Extend Services clause of this contract.  

B.4	FIXED FEE/PROFIT FOR TASK ORDERS

Fixed Fee/Profit will be negotiated as part of the total price/estimated cost for each Task Order. Accordingly, a fair and reasonable profit or fee, respectively, shall be determined for these orders.  Proposed profit/fee on each order will be negotiable; however a reasonable fee may be accepted without discussions.  In addition, profit/fee utilized for the initial requirement under any specific order will be the maximum rate applicable to all change or modification actions involving work not previously specified in the Task Order.  Cost in excess of the Contractor’s original estimate under a Cost-Plus-Fixed-Fee order shall not include fee unless the Contracting Officer determines that the excess costs are due to work required by the Government which was not part of the original effort.  In such cases, the value of any additional fee will be negotiated by the parties.  Fixed Priced Task Orders shall be completed for the stated price, inclusive of profit, unless changed by the Contracting Officer. 

B.5	CONTRACT FUNDING (1852.232-81) (JUN 1990) 

(a) 	  For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government to this contract is $ TBD________ .   This allotment is for CLIN 1 and covers the following estimated period of performance:  TBD_   . 
 (b)  An additional amount of $    TBD   is obligated under this contract for payment of fee. 
(End of clause)

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

(a) 	Of the total price of CLINs 0, 2, 3, the sum of $[TBD ] is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS
     
CLIN	DATE	AMOUNTS	
0	TBD	TBD	
2	TBD	TBD	
3	TBD	TBD	
   			
(b) 	The Contractor agrees to perform or have performed work on the items specified in  paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c) 	(1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until [TBD ].

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(3) (i) The notice shall state the estimate when the point referred to in paragraph (c) (2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c) (1) of this clause, or an agreed date substituted for it.

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph (c) (1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c) (3) (ii) of this clause, additional funds are not allotted by the date specified in paragraph (c) (1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause.

(d) 	When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.
(e) 	If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) 	The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g) 	The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a) of this clause. This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) 	Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

(End of clause)

End of Section

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 following:  

Exhibit A 

End of Section

SECTION D - PACKAGING AND MARKING

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE NUMBER             DATE              TITLE

None included by reference.

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES

CLAUSE NUMBER             DATE               TITLE

None included by reference.

End of Section
SECTION E - INSPECTION AND ACCEPTANCE 

E.1	CLAUSES INCORPORATED BY REFERENCE -- SECTION E 

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

(End of clause)

CLAUSE NUMBER	CLAUSE TITLE	
52.246-4	INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996)	
52.246-5	INSPECTION OF SERVICES – COST REIMBURSEMENT (APR 1984)	

E.2	HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (52.246-11) (Feb 1999) 

The Contractor shall comply with the higher-level quality standard selected below. 

ANSI/ISO/ASQC Q ISO 9001, Quality Management Systems Requirements
(End of clause) 

End of Section
SECTION F - DELIVERIES OR PERFORMANCE 

F.1	CLAUSES INCORPORATED BY REFERENCE -- SECTION F 

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

(End of clause)

CLAUSE NUMBER	CLAUSE TITLE	
52.242-15	STOP-WORK ORDER (AUG 1989)*	
52.242-15	STOP-WORK ORDER (AUG 1989) ALTERNATE I (APR 1984)	

F.2	PERIOD OF PERFORMANCE 

(a)  	The period of performance of this contract and all IDIQ tasks is 23 (exclusive of the phase-in, May 25, 2009 – June 24, 2009) months from the effective date of the contract (June 25, 2009 – May 24, 2011).  

(b)  	The period of performance for CLINs 4 & 5, Task Orders, shall be as stated in each individual Task Order.  Issuance of task orders shall not occur beyond the current contract expiration date.

(End of clause)

F.3	PLACE OF PERFORMANCE - SERVICES 

The services to be performed under this contact shall be performed at the following location(s):    NASA Langley Research Center, Hampton, VA and other sites that may be designated by the Contracting Officer.   

(End of clause)

End of Section

SECTION G - CONTRACT ADMINISTRATION DATA 

G.1	CLAUSES INCORPORATED BY REFERENCE -- SECTION G  

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

(End of clause)

CLAUSE NUMBER	CLAUSE TITLE	
1852.242-73	NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING (NOV 2004)	

G.2	PAYMENT OF FIXED FEE (1852.216-75) (DEC 1988) 

The fixed fee shall be paid in monthly installments based upon the percentage of completion of work as determined by the Contracting Officer.

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

(b) 	(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 
Financial Mgmt Division / Accts Payable, Bldg 1111, C. Road
Stennis Space Center, MS 39529
Fax 866-209-5415
Email:  NSSC-AccountsPayable@nasa.gov

      	(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:

Offerors:  Insert Cognizant DCAA mailing address applicable for your firm

(2) Four 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 COTR; and
(iv) Copy 4 Contract administration office

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

(d) 	(1) 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
Financial Mgmt Division / Accts Payable
Bldg 1111, C. Road
Stennis Space Center, MS 39529
Fax 866-209-5415
            Email:  NSSC-AccountsPayable@nasa.gov

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

            (2) Fixed fee shall be paid in monthly installments based upon the percentage of completion of work as determined by the Contracting Officer.  The following formulas are provided as a convenience for calculating the interim fee provided the formulas produce a reasonable percentage as compared to completion of work.  You should show both formulas on your fee voucher, however, the maximum fee percentage for fee billing is the smaller of the percentages resulting from the application of the two formulas.  If at any time the Contracting Officer determines that the fee percentage is not concert with the completion of work, the fee formula will be adjusted, or another methodology that results in comparative fee billing agree upon. 
   
(a) Cost Incurred to Date/Contract Estimated Cost = ___%    OR

 (b) Months of Performance Expended to Date/
      Contract Period of Performance (Months) = ___% 

(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.
G.4	SUBMISSION OF REQUESTS FOR PROGRESS PAYMENTS (1852.232-82) (MAR 1989)* (CLIN 5 only)

The Contractor shall request progress payments in accordance with the Progress Payments clause by submitting to the Contracting Officer an original and two copies of Standard Form (SF) 1443, Contractor's Request for Progress Payment, and the contractor's invoice (if applicable). The Contracting Officer's office is the designated billing office for progress payments for purposes of the Prompt Payment clause.

*  Progress Payments will only be authorized on Fixed Price orders over $50K unless authorized by the CO in the order.  Otherwise, FP Orders will be paid upon completion of the Task Order after work is accepted by the Government.

G.5	INVOICE PAYMENTS *

(a) 	The invoice for CLIN 0, Phase-In Period, shall be submitted at the end of the Phase-In Period.

(b) 	In accordance with the contract clause entitled Payments (FAR 52.232-1), payment will be made by the Government to the Contractor no more than twice monthly based on receipt of a proper invoice and satisfactory contract performance. The Contractor shall invoice for Sustaining Effort (CLINs 2 & 3) in 24 equal payments of the total Firm Fixed Price per CLIN allocated in the Base Contract Value (B.2).  The Contractor shall invoice for Task Orders at task completion and after work is accepted by the Government unless authorized to issue Requests for Progress Payments per G.4.  

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

(1) Contract/Task Number,
(2) Name and address of Contractor,
(3) Invoice date,
(4) Invoice number and Taxpayer Identification Number,
(5) CLIN, quantity, unit of measure, unit price and extended price for services performed;
(6) Total amount due, per CLIN
(7) Name and title of signer, signature and date;

(d) 	The Original plus 3 copies of all invoices, marked either “Interim” or “Final” as appropriate, shall be sent directly to the Payment Office at the following address:

NASA Shared Services Center
Financial Management Division (FMD)
Accounts Payable
Bldg 1111, C. Road
Stennis Space Center, MS  39529

Email:  NSSC-AccountsPayable@nasa.gov

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

(End of clause)

G.6	TECHNICAL DIRECTION (1852.242-70) (SEP 1993) 

(a) 	Performance of the work under this contract is subject to the written technical direction of the Contracting Officer 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.7	CONTRACTOR REQUESTS FOR GOVERNMENT-PROVIDED PROPERTY (1852.245-70) (SEP 2007) (DEVIATION) 

(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. 

(b)	(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 52.245-1, Government Property.

G.8	INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY (1852.245-71) (SEP 2007) (DEVIATION) 

(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:

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

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

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

Contract Managers shall ensure all Installation Accountable Government Property is reassigned before the current contractor equipment user resigns or is terminated.

Property not recorded in NASA property systems must be managed in accordance with the requirements of FAR 52.245-1.

The Contractor shall establish and adhere to a system of written procedures to assure continued, effective management control and compliance with these user responsibilities.  Such procedures must include holding employees liable, when appropriate, for loss, damage, or destruction of Government property.

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

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

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

(iii) The Contractor shall establish a record of the property as required by FAR 52.245-1, Government Property, and furnish to the Industrial Property Officer a DD Form 1149, Requisition and Invoice/Shipping Document, (or installation equivalent) to transfer accountability to the Government within 5 working days after receipt of the property by the Contractor.  The Contractor is accountable for all contractor-acquired property until the property is transferred to the Government's accountability.

(iv) Contractor use of Government property at an off-site location and off-site subcontractor use require 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, until its return to the installation. NASA Procedural Requirements related to property loans shall not apply to offsite use of property by contractors. 

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

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

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

(2) Office furniture.

(3) Property listed in Exhibit E.

(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.

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

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

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

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

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

(End of clause)

G.9	IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT (1852.245-74) (SEP 2007) (DEVIATION)

(a) 	The Contractor shall identify all equipment to be delivered to the Government using NASA Technical Handbook (NASA-HDBK) 6003, "Application of Data Matrix Identification Symbols to Aerospace Parts Using Direct Part Marking Methods/Techniques", and NASA  Standard (NASA-STD) 6002, "Applying Data Matrix Identification Symbols on Aerospace Parts". This includes deliverable equipment listed in the schedule and other equipment when NASA directs physical transfer to NASA or a third party. The Contractor shall identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer. 

(b) 	Property shall be marked in a location that will be human readable, without disassembly or movement of the property, when the items are placed in service unless such placement would have a deleterious effect on safety or on the item's operation.  

(c) 	Concurrent with equipment delivery or transfer, the Contractor shall provide the following data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

(4) An explanation of the data used to make the unique identification number.

(d)  	For items physically transferred under paragraph (a) the following additional data is required:

(1) Date originally placed in service.

(2) Item condition.

(3) Date last serviced.

(e) 	The data required in paragraphs (c) and (d) shall be delivered to the NASA center receiving activity listed below: NASA Langley Research Center, 4 South Marvin Street (Bldg. 1206), Hampton, VA  23681-2199

(f) 	The contractor shall include the substance of this clause, including this paragraph (f), in all subcontracts that require delivery of equipment.

(End of clause)

G.10	PROPERTY MANAGEMENT CHANGES (1852.245-75) (SEP 2007) (DEVIATION)

(a) 	The Contractor shall submit any changes to standards and practices used for management and control of Government property under this contract to the assigned property administrator and Industrial Property Officer (IPO), prior to making the change whenever the change - 

(1) Employs a standard that allows increase in thresholds or changes the timing for reporting loss, damage, or destruction of property;

(2) Alters physical inventory timing or procedures;

(3) Alters recordkeeping practices;

(4) Alters practices for recording the transport or delivery of Government property; or

(5) Alters practices for disposition of Government property.

(b)	 The Contractor shall contact the IPO at: NASA Langley Research Center, Attn:  Susan Tillman, Mail Stop 377, Hampton, VA  23681-2199, (757) 864-2064, susan.c.tillman@nasa.gov.

(End of clause)

G.11	OCCUPANCY MANAGEMENT REQUIREMENTS (1852.245-82) (SEP 2007) (DEVIATION) 

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

(1) NPD 8800.14, Policy for Real Property Management.

(2) NPR 8831.2, Facility Maintenance Management 

(3) LAPD 8800.14, Real Property Management

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

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

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

(End of Clause)
End of Section
SECTION H - SPECIAL CONTRACT REQUIREMENTS 

H.1	CLAUSES INCORPORATED BY REFERENCE -- SECTION H 

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

(End of clause)

CLAUSE NUMBER	CLAUSE TITLE	
1852.208-81	RESTRICTIONS ON PRINTING AND DUPLICATING (NOV 2004) 	
1852.223-70	SAFETY AND HEALTH (APR 2002) 	
1852.223-75	MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002) 	
1852.225-70	EXPORT LICENSES (FEB 2000) Fill In:  (b) NASA Langley Research Center	

H.2	TASK ORDERING PROCEDURE (1852.216-80) (OCT 1996) -- ALTERNATE I (OCT 1996) (CLINs 4 and 5)

(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 (CLIN 4 only). 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 5 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). 

(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 5 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.3	OBSERVANCE OF LEGAL HOLIDAYS (1852.242-72) (AUG 1992) -- ALTERNATE II (OCT 2000) 

(a) 	The on-site Government personnel observe the following holidays:

New Year's Day
Labor Day
Martin Luther King, Jr.'s Birthday
Columbus Day
President's Day
Veterans Day
Memorial Day

Thanksgiving Day
Independence Day
Christmas Day

Any 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 (c) 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.4	REPRESENTATIONS, 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 ____________ are hereby incorporated by reference in this resulting contract.

(End of Clause)

H.5	SECURITY PROGRAM/NON-U.S. CITIZEN EMPLOYEE ACCESS REQUIREMENTS (LARC 52.204-91) (FEB 2007) 

Access to the LaRC by non-U.S. citizen employees, including those in permanent resident alien status, shall be approved in accordance with NPR 1371.2A, " Requirements for Processing Requests for Access to NASA Installations or Facilities by Foreign Nationals or U.S. Citizens Who are Reps of Foreign Entities".  Processing requires advance notice of a minimum of 20 days depending on the nationality of the non-U.S. citizen or foreign representative.  Access authorization shall be for a maximum of one year and must be re-evaluated annually.  Non-U.S. citizen employees or foreign representatives must be under escort at all times while on Center (by a NASA Civil Servant or permanently badged contractor) unless otherwise approved by the International Visitors Coordinator (IVC). 

(End of clause)
H.6	SPECIAL REQUIREMENTS FOR SERVICE CONTRACTS (LaRC 52.211-99) (APR 2007) 

(a)	Inherently Governmental Functions - No inherently government functions as defined in FAR 2.101 and FAR 7.5 shall be performed by the contractor under this NASA LaRC contract.  Contractor employees shall not participate in any deliberations or meetings intended to exercise an inherently governmental function.  All final determinations such as binding the United States to take or not to take some action, selecting program priorities, and providing direction to Federal employees shall be made by the government.  The contractor shall immediately notify the Contracting Officers Technical Representative (COTR) and the Contracting Officer if performance of an activity would result in the performance of an inherently governmental function.
 
(b)	Non-Personal Services Contract - In accordance with FAR 37.101, this contract is a non-personal services contract in that the contractor personnel rendering the services shall not be subject, either by the contract’s terms or by the manner of its administration, to the continuous supervision and control of a Government officer or employee.  The contractor shall immediately notify the COTR and the Contracting Officer if, through contract administration, the actions of a government employee will result in the performance of a personal services contract.
 
(c)	Identification of Contractor Personnel - All contractor personnel who attend meetings, answer government telephones, use a nasa.gov e-mail address, or work in situations where their actions could be construed as acts of Government officials shall clearly identify themselves as contractor personnel.  Contractor employees shall never identify themselves as representing NASA but rather shall identify themselves as being under contract to NASA.  Additionally, all contractor work spaces located on NASA LaRC shall be clearly identified. 
 
(d)	Marking of Reports - The contractor shall mark all documents or reports produced under this contract with the contractor name, contract number, and task order number if applicable.

H.7	OBSERVATION OF REGULATIONS AND IDENTIFICATION OF CONTRACTOR'S EMPLOYEES (LARC 52.211-104) (FEB 2007) 

(a)  	Observation of Regulations--In performance of that part of the contract work which may be performed at Langley Research Center (LaRC) or other Government installation, the Contractor shall require its employees to observe the rules and regulations as prescribed by the authorities at LaRC or other installation including all applicable Federal, NASA and Langley safety, health, environmental and security regulations. 

(b)  	Identification Credentials--At all times while on LaRC property, the Contractor shall require its employees, subcontractors and agents to wear credentials issued by NASA LaRC.  Contractors will be held accountable for these credentials, and may be required to validate its active employees on an annual basis with the NASA LaRC Security Office.  Immediately upon employee termination or contract completion, badges shall be returned to the NASA LaRC Badge and Pass Office.  It is agreed and understood that all NASA identification badges remain the property of NASA and the Government reserves the right to invalidate such badges at any time. 

(c)  	Employee Out Processing--The Contractor shall ensure that all employees who are terminated or no longer connected with work being performed under this contract are out processed through the LaRC Badge and Pass Office.  Badges and keys must be accounted for and returned. 

(End of clause)

H.8	ENABLING CLAUSE BETWEEN SAFETY AND QUALITY ASSURANCE CONTRACTOR AND THE RESEARCH, OPERATIONS, MAINTENANCE, AND ENGINEERING (ROME) CONTRACTOR (LaRC 52.215-116) (FEB 2003) 

(a) 	NASA has entered into a contract with Jacobs Technology Inc. for Research, Operations, Maintenance, and Engineering (ROME) support and other applicable on-site contractors.

(b) 	In the performance of this contract, the Safety and Quality Assurance Contractor agrees to cooperate with the ROME Contractor by:  responding to invitations from authorized personnel to attend meetings; providing access to technical information and research, development and planning data, test data and results, schedule and milestone data; discussing technical matters related to the project; providing access to Contractor facilities utilized in the performance of this contract; and allowing observation of technical activities by appropriate support Contractor technical personnel. 

(c) 	The Contractor further agrees to include in each subcontract a clause requiring compliance by the subcontractor and succeeding levels of subcontractors with the response and access provisions of paragraph (b) above, subject to coordination with the Contractor. This agreement does not relieve the Contractor of responsibility to manage subcontracts effectively and efficiently, nor is it intended to establish privity of contracts between the Government and the subcontractors. 

(d) 	Contractor personnel are not authorized to direct another Contractor in any manner. 

(e) 	To the extent that the work under this contract requires access to proprietary information, and as long as these data remain proprietary, the Contractor shall protect the data from unauthorized use and disclosure. 

(f) 	Neither the Contractor nor their subcontractors shall be required in the satisfaction of the requirements of this clause to perform any effort or supply any documentation not otherwise required by their contract or subcontract. 

(End of clause)

H.9	OPTIONS (LaRC 52.217-95) (APR 2002) (CLINs 1-3 only)

Pursuant to the clause 52.217-9, "Option to Extend the Term of the Contract," the Contractor hereby grants to the Government options to extend the term of the contract for 3 additional periods of 12 months each.  Such option(s) are to be exercisable by issuance of a unilateral 

modification.  Upon exercise of such option(s) by the Government, the following items will be increased by the amount specified below for each option period. 

First                       Second                         Third     
Option                    Option                         Option                       
           Item 				Period 	         Period                         Period 
   
				     5/25/11-5/24/12)       (5/25/12-5/24/13)	 (5/25/13-5/24/14)
Period of Performance 	         12 months                12 months           	     12 months  
	            
 	CLIN 1			      $____________      $____________   	 $_____________                           

CLIN 2 	   	      $_____________     $____________	 $_____________    

CLIN 3 	   	      $_____________    $____________	 $_____________       

H.10	OBSERVATION OF SAFETY AWARENESS EVENT BY CONTRACTOR EMPLOYEES (LARC 52.223-92) (MAY 2006) 

The Langley Research Center (LaRC) Safety Awareness Event is an annual event dedicated to learning best practices for a safe work environment.  When the LaRC Director designates the Safety Awareness Event, the Contractor shall require all onsite and nearsite employees to participate in Safety Awareness activities at LaRC.

(End of clause)

H.11	ORGANIZATIONAL CONFLICTS OF INTEREST (LaRC 52.227-96) (AUG 2007) 

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

(b)	In general during the performance of this contract, the Contractor may encounter conflicts as set forth below: 

(1) 	The contractor shall provide construction inspection and construction management support.  As such, the contractor may be in a position to self-evaluate its own work.

(2)	The contractor may also have access to proprietary information and/or Government sensitive non-public information and other various types of data.  As such, the contractor may be in a position to obtain non-public information, thus, creating a potential conflict of interest.

(3)	The contractor shall provide inspection services for the ROME contractor and its subcontractors.  As such, the contractor may be in a position to self-evaluate its own work should it provide work on the ROME contract or serve as a subcontractor on the ROME contract creating a potential conflict of interest.

(4)     The contractor may have access to proprietary information such as unique designs, assemblies, and engineering concepts for projects such as Exploration.

 [For purpose of this clause, the term “Contractor” includes any division, separate company, or subsidiary that is wholly-owned by the parent corporation, and includes any of the prime Contractors teammates and/or Subcontractor(s).]  The existence of these conflicting roles might bias the Contractor’s judgment.

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

(1)	The nature of the conflict

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

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

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

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

(2)	The Contractor shall not perform the Task Order;

(3)	The Task Order shall be cancelled or modified to remove the identified conflict and/or work identified in the Task Order;

(4)	The Task Order may be performed by other Government personnel, and/or the work may be obtained by the Government from another source not possessing a similar conflict of interest; or

(5)	The Contractor may identify a Subcontractor who can provide services consistent with the Task Order. The Contractor may enter into a subcontract and retain all contractual responsibilities except that the Subcontractor technical reports shall be delivered directly to the Contracting Officer’s Technical Representative and the Contracting Officer. This subcontract will not obviate the Contractor’s responsibility for acceptable technical performance of the Task Order.

(e)	Additional requirements:

(1)	Any limitations on future contracting resulting from the Contractor’s or its Subcontractor’s preparation of specifications, performance work statements, or access to proprietary, business confidential, or financial data of another company are identified in Section H.12  NFS 1852.209-71, “Limitation of Future Contracting”.

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

H.12	LIMITATION OF FUTURE CONTRACTING (1852.209-71) (DECEMBER 1988)

(a) 	The Contracting Officer has determined that this acquisition may give rise to a potential organizational conflict of interest. Accordingly, the attention of prospective Offerors is invited to FAR Subpart 9.5--Organizational Conflicts of Interest.

(b) 	The nature of the conflicts are:

(1)	The contractor shall provide construction inspection and construction management support.  As such, the contractor may be in a position to self-evaluate its own work.

(2)	The contractor may also have access to proprietary information and/or Government sensitive non-public information and other various types of data.  As such, the contractor may be in a position to obtain non-public information, thus, creating a potential conflict of interest.

(3)	The contractor shall provide inspection services for the ROME contractor and its subcontractors.  As such, the contractor may be in a position to self-evaluate its own work should it provide work on the ROME contract or serve as a subcontractor on the ROME contract creating a potential conflict of interest.

(4)    The contractor may have access to proprietary information such as unique designs, assemblies, and engineering concepts for projects such as Exploration.

(c) 	The restrictions upon future contracting are as follows:

	(1) If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work that are to be incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first-tier subcontractor under an ensuing NASA contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the initial production contract). NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

	(2) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and/or Government sensitive, non-public information, and as long as these data remain proprietary, confidential or non-public as applicable, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete in future procurements. 

(End of clause)

H.13	VIRGINIA AND LOCAL SALES TAXES (LARC 52.229-92) (FEB 2004) 

To perform this contract, the Contractor must be knowledgeable of relevant state and local taxes when making purchases of tangible personal property.  The Contractor shall refrain from paying inapplicable taxes or taxes where an exemption exists, but shall pay applicable taxes that are reimbursable pursuant to FAR 31.205-41, Taxes.  Even though title to property purchased under this contract may pass to the Government and the price is reimbursable under contract cost principles, such transactions do not in themselves provide tax immunity to the Contractor.  Therefore, within 30 days after the effective date of this contract, the Contractor shall request from the Virginia State Tax Commission a ruling on any tax exemptions that may be applicable to purchases made under this contract.  The Contractor shall provide all facts relevant to the situation and shall pursue an interpretation of the law that is most favorable to both the Contractor and the Government.

H.14	OPTION TO PURCHASE CONTRACTOR-OWNED VEHICLES AND EQUIPMENT (LaRC 52.245-91) (OCT 2004)

At the end of the contract period of performance, the contractor grants the Government options for the following: (1) the contractor agrees to sell any contractor-owned property used in performance of this contract to the successor contractor at its depreciated value based on the contractor's depreciation schedule; or (2) the contractor agrees to sell any contractor-owned property used in the performance of this contract to the Government at its depreciated value based on the contractor's depreciation schedule; or (3) the contractor agrees to utilize the depreciated property on a follow-on contract if the contractor is the successor contractor; or (4) the contractor agrees to sell the property for fair market value within 120 days after the end of the period of performance and will credit the contract for the amount of any excess of the sale price minus the depreciated value and selling expenses.  The Government may exercise one of the above options by unilateral modification issued to the contractor not later than 30 days after the end of the contract period of performance.

H.15 - H.16   OFFERORS SHALL DELETE THE CLAUSE THAT IS NOT APPLICABLE AS 
PART OF THE CONTRACT SUBMITTAL.  DELETE THE CLAUSE AND INDICATE “RESERVED” BY H.15 OR H.16 AS APPROPRIATE INCLUDING DELETING THIS INSTRUCTION.

H.15	ISO 9001:2000 QUALITY MANAGEMENT SYSTEM COMPLIANCE REQUIREMENTS (NON- COMPLIANT AT AWARD) (LaRC 52.246-96) (SEP 2002) 

The Contractor's quality system shall be compliant with the requirements of the current ANSI/ISO/ASQC Q ISO 9001 standard, Quality Management Systems Requirements. 

Since the Contractor's quality system is not already compliant with the requirements of the current ANSI/ISO/ASQC Q ISO 9001 standard, the Contractor shall develop quality system procedures and associated documentation to become compliant within nine months after the contract effective date. 

Once compliance with the current ANSI/ISO/ASQC Q IS0 9001 has been achieved, an updated Quality System Manual and final documentation (addressing the topics noted in the Contractor's compliance plan) should be submitted for review and acceptance. 

The Contractor's quality system shall remain in compliance with the ISO 9001 standard during the term of the contract.  The Government reserves the right to audit the Contractor's quality system at any time. 

"Compliant" as used in this clause means that the contractor has defined, documented, and will continually implement during the term of the contract management-approved methods of operation that conform to the requirements given in the above-cited International Standard. 

H.16	ISO 9001:2000 QUALITY MANAGEMENT SYSTEM COMPLIANCE REQUIREMENTS (COMPLIANT AT AWARD) (LaRC 52.246-97) (OCT 2004) 

The Contractor's quality system shall be compliant with the requirements of the current ANSI/ISO/ASQC Q ISO 9001 standard, Quality Management Systems Requirements. 

The Contractor's quality system shall remain in compliance with the ISO 9001 standard during the term of the contract.  The Government reserves the right to audit the Contractor's quality system at any time. 

"Compliant" as used in this clause means that the contractor has defined, documented, and will continually implement during the term of the contract management-approved methods of operation that conform to the requirements given in the above-cited International Standard. 

H.17	GOVERNMENT FURNISHED INFORMATION TECHNOLOGY (IT) SERVICES 

A. Background:  An agency Mission Focus Review (MFR) chartered by the NASA Administrative Assistant for the purpose of looking broadly across the Agency and identifying opportunities to redeploy resources to more directly support the NASA missions has resulted in an agency mandate (MFR 137) to:
 
1)      provide contract required IT services as “ Government Provided Services”; and 
2)      require all IT services to be acquired from the existing NASA Outsourcing Desktop Initiative (ODIN) Contractor or any successor ODIN Contractor.

    B. The objective of the MFR 137 will allow consistency throughout the agency, improve agency IT security, achieve economies of scale, and improve NASA’s ability to manage hardware and software desktop standards.  This will result in agency IT that is better protected and allow the agency to readily identify and appropriately and quickly respond to vulnerabilities.
 
    C. NASA Langley Research will furnish all necessary computers and related information technology services that will be connected to the LaRC network and performed on-site at Langley Research Center through the ODIN contract.  The Contractor shall not connect any hardware to the LaRC network.

End of Section

SECTION I - CONTRACT CLAUSES 

I.1	CLAUSES INCORPORATED BY REFERENCE (52.252-2) (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): Federal Acquisition Regulation (FAR) clauses:

http://www.acqnet.gov/far/

NASA FAR Supplement (NFS) clauses:

http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

(End of clause)

CLAUSE NUMBER	CLAUSE TITLE	
52.202-1	DEFINITIONS (JUL 2004)	
52.203-3	GRATUITIES (APR 1984) 	
52.203-5	COVENANT AGAINST CONTINGENT FEES (APR 1984) 	
52.203-6	RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) 	
52.203-7	ANTI-KICKBACK PROCEDURES (JUL 1995) 	
52.203-8	CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) 	
52.203-10	PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) 	
52.203-12	LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007) 	
52.203-13	CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2007) 	
52.203-14	DISPLAY OF HOTLINE POSTER(S) (DEC 2007) Fill In:  NASA LaRC Office of Inspector General; (757) 864-3262	
52.204-2	SECURITY REQUIREMENTS (AUG 1996) 	
52.204-4	PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000) 	
52.204-7	CENTRAL CONTRACTOR REGISTRATION (APR 2008) 	
52.204-9	PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007) 	
52.209-6	PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006) 	
52.215-2	AUDIT AND RECORDS - NEGOTIATION (JUN 1999) 	
52.215-8	ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT (OCT 1997) 	
52.215-15	PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 1997)	
52.215-17	WAIVER OF FACILITIES CAPITAL COST OF MONEY (OCT 1997)	
52.215-18	REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS (JUL 2005)	
52.215-21	REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA - MODIFICATIONS (OCT 1997) 	
52.216-7	ALLOWABLE COST AND PAYMENT (DEC 2002) Fill in:  (3) The designated payment office will make interim payments for contract financing on the 30th day after the designated office receives a proper payment request.	
52.216-8	FIXED FEE (MAR 1997)	
52.216-18	ORDERING (OCT 1995) (IDIQ only) Fill in:  (a) contract effective date through the end of the contract period of performance	
52.216-22	INDEFINITE QUANTITY (OCT 1995) (IDIQ only) Fill in:  (d) the completion of the contract	
52.219-8	UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004) 	
52.219-14	LIMITATIONS ON SUBCONTRACTING (DEC 1996) 	
52.222-1	NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997) 	
52.222-2	PAYMENT FOR OVERTIME PREMIUMS (JUL 1990) Fill in:  “zero” in paragraph (a)	
52.222-3	CONVICT LABOR (JUN 2003) 	
52.222-21	PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) 	
52.222-26	EQUAL OPPORTUNITY (MAR 2007) 	
52.222-35	EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006) 	
52.222-36	AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998) 	
52.222-37	EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006) 	
52.222-41	SERVICE CONTRACT ACT OF 1965 (NOV 2007) 	
52.222-43	FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT - PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (NOV 2006) *	
52.222-50	COMBATING TRAFFICKING IN PERSONS (AUG 2007) 	
52.223-2	AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (DEC 2007)	
52.223-3	HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997) - ALTERNATE I (JUL 1995) 	
52.223-5	POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (AUG 2003) 	
52.223-6	DRUG-FREE WORKPLACE (MAY 2001) 	
52.223-10	WASTE REDUCTION PROGRAM (AUG 2000) 	
52.223-14	TOXIC CHEMICAL RELEASE REPORTING (AUG 2003) 	
52.223-15	ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS (DEC 2007)	
52.223-17	AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS (MAY 2008)	
52.224-1	PRIVACY ACT NOTIFICATION (APR 1984) 	
52.224-2	PRIVACY ACT (APR 1984) 	
52.225-13	RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) 	
52.227-1	AUTHORIZATION AND CONSENT (DEC 2007) 	
52.227-2	NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (DEC 2007) 	
52.227-14	RIGHTS IN DATA--GENERAL (DEC 2007) – AS MODIFIED BY NASA FAR SUPPLEMENT 1852.227-14  NOTE:  The paragraph numbering has changed in the updated FAR clause 52.227-14.   Until such time as 1852.227-14 is updated all references in 1852.227-14 to subparagraph (3) shall be changed to subparagraph (4).	
52.228-5	INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997) 	
52.228-7	INSURANCE – LIABILITY TO THIRD PERSONS (MAR 1996)	
52.229-3	FEDERAL, STATE, AND LOCAL TAXES (APR 2003) *	
52.232-1	PAYMENTS (APR 1984) *	
52.232-8	DISCOUNTS FOR PROMPT PAYMENT (FEB 2002) *	
52.232-9	LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984) 	
52.232-11	EXTRAS (APR 1984) *	
52.232-16	PROGRESS PAYMENTS (APR 2003)* ALTERNATE I (MAR 2000)	
52.232-17 	INTEREST (OCT 2008)	
52.232-18	AVAILABILITY OF FUNDS (APR 1984)	
52.232-22	LIMITATION OF FUNDS (APR 1984)	
52.232-23	ASSIGNMENT OF CLAIMS (JAN 1986) 	
52.232-25	PROMPT PAYMENT (OCT 2008) ALTERNATE I (FEB 2002)	
52.232-34	PAYMENT BY ELECTRONIC FUNDS TRANSFER - OTHER THAN CENTRAL CONTRACTOR REGISTRATION (MAY 1999) Fill In:  (b)(1) no later than 15 days prior to submission of the first request for payment..	
52.233-1	DISPUTES (JUL 2002) - ALTERNATE I (DEC 1991) 	
52.233-3	PROTEST AFTER AWARD (AUG 1996)*	
52.233-3	PROTEST AFTER AWARD (AUG 1996) ALTERNATE I (JUN 1985)	
52.233-4	APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004) 	
52.237-2	PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) 	
52.237-3	CONTINUITY OF SERVICES (JAN 1991) 	
52.239-1		PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) 	
52.242-1	NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)	
52.242-3	PENALTIES FOR UNALLOWABLE COSTS (MAY 2001)	
52.242-4	CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)	
52.242-13	BANKRUPTCY (JUL 1995) 	
52.243-1	CHANGES - FIXED-PRICE (AUG 1987) - ALTERNATE I (APR 1984) 	
52.243-2	CHANGES – COST-REIMBURSEMENT (AUG 1987) ALTERNATE I (APR 1984)	
52.244-2	SUBCONTRACTS (JUN 2007)  Fill in:  (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: any subcontract over $650,000  
Insert:  (j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: any and all subcontractors evaluated during pre-award.
	
52.244-5	COMPETITION IN SUBCONTRACTING (DEC 1996)	
52.244-6	SUBCONTRACTS FOR COMMERCIAL ITEMS (MAR 2007) 	
52.245-1	GOVERNMENT PROPERTY (JUN 2007) -- ALTERNATE I (JUN 2007) 	
52.245-9	USE AND CHARGES (JUN 2007) 	
52.246-25	LIMITATION OF LIABILITY - SERVICES (FEB 1997) 	
52.247-1	COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006)	
52.248-1	VALUE ENGINEERING (FEB 2000)	
52.249-2	TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (MAY 2004) 	
52.249-6	TERMINATION (COST REIMBURSEMENT) (MAY 2004)	
52.249-8	DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984) 	
52.249-14	EXCUSABLE DELAYS (APR 1984)	
52.251-1	GOVERNMENT SUPPLY SOURCES (APR 1984) 	
52.253-1	COMPUTER GENERATED FORMS (JAN 1991) 	
1852.216-89	ASSIGNMENT AND RELEASE FORMS (JUL 1997)	
1852.219-74	USE OF RURAL AREA SMALL BUSINESSES (SEP 1990) 	
1852.228-75	MINIMUM INSURANCE COVERAGE (OCT 1988) 	
1852.237-70	EMERGENCY EVACUATION PROCEDURES (DEC 1988) 	
1852.243-71	SHARED SAVINGS (MAR 1997) 	

I.2	NOTIFICATION OF OWNERSHIP CHANGES (52.215-19) (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 and after each of the Contractor's ownership changes; and

(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).

I.3	OPTION TO EXTEND SERVICES (52.217-8) (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 prior to the expiration of the contract.

I.4	OPTION TO EXTEND THE TERM OF THE CONTRACT (52.217-9) (MAR 2000) 

(a) 	The Government may extend the term of this contract by written notice to the Contractor prior to the expiration of this contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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 60 months.

I.5	POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (52.219-28) (JUN 2007) 

(a) 	Definitions. As used in this clause - 

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause.

(b) 	If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts - 

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the exercise date specified in the contract for any option thereafter.

(c) 	The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/ services/contractingopportunities/sizestandardstopics/.

(d) 	The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) 	Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure they reflect current status. The Contractor shall notify the contracting office by e-mail, or otherwise in writing, that the data have been validated or updated, and provide the date of the validation or update.

(f) 	If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g)	If the Contractor does not have representations and certifications in ORCA, or does not have a representation in ORCA for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ___ is, ___ is not a small business concern under NAICS Code 541690 assigned to contract number NNL09AA00C. (Contractor to sign and date and insert authorized signer's name and title).

(End of clause)

I.6	NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (52.222-39) (DEC 2004) 

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

United States means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

(b) 	Except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice, in the form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted. The notice shall include the following information (except that the information pertaining to National Labor Relations Board shall not be included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-188)).

Notice to Employees

Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. 
Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use of their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment.

If you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or toll free number:

National Labor Relations Board
Division of Information
1099 14th Street, N.W.
Washington, DC 20570
1-866-667-6572
1-866-316-6572 (TTY)

To locate the nearest NLRB office, see NLRB's website at http://www.nlrb.gov.

(c) 	The Contractor shall comply with all provisions of Executive Order 13201 of February 17, 2001, and related implementing regulations at 29 CFR part 470, and orders of the Secretary of Labor.

(d) 	In the event that the Contractor does not comply with any of the requirements set forth in paragraphs (b), (c), or (g), the Secretary may direct that this contract be cancelled, terminated, or suspended in whole or in part, and declare the Contractor ineligible for further Government contracts in accordance with procedures at 29 CFR part 470, Subpart B--Compliance Evaluations, Complaint Investigations and Enforcement Procedures. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 470, which implements Executive Order 13201, or as are otherwise provided by law.

(e) 	The requirement to post the employee notice in paragraph (b) does not apply to--

(1) Contractors and subcontractors that employ fewer than 15 persons;

(2) Contractor establishments or construction work sites where no union has been formally recognized by the Contractor or certified as the exclusive bargaining representative of the Contractor's employees;

(3) Contractor establishments or construction work sites located in a jurisdiction named in the definition of the United States in which the law of that jurisdiction forbids enforcement of union-security agreements;

(4) Contractor facilities where upon the written request of the Contractor, the Department of Labor Deputy Assistant Secretary for Labor-Management Programs has waived the posting requirements with respect to any of the Contractor's facilities if the Deputy Assistant Secretary finds that the Contractor has demonstrated that—

(i) The facility is in all respects separate and distinct from activities of the Contractor related to the performance of a contract; and

(ii) Such a waiver will not interfere with or impede the effectuation of the Executive order; or

(5) Work outside the United States that does not involve the recruitment or employment of workers within the United States.

(f) 	The Department of Labor publishes the official employee notice in two variations; one for contractors covered by the Railway Labor Act and a second for all other contractors. The Contractor shall--

(1) Obtain the required employee notice poster from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or from any field office of the Department's Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;

(2) Download a copy of the poster from the Office of Labor-Management Standards website at http://www.olms.dol.gov; or

(3) Reproduce and use exact duplicate copies of the Department of Labor's official poster.

(g) 	The Contractor shall include the substance of this clause in every subcontract or purchase order that exceeds the simplified acquisition threshold, entered into in connection with this contract, unless exempted by the Department of Labor Deputy Assistant Secretary for Labor-Management Programs on account of special circumstances in the national interest under authority of 29 CFR 470.3(c). For indefinite quantity subcontracts, the Contractor shall include the substance of this clause if the value of orders in any calendar year of the subcontract is expected to exceed the simplified acquisition threshold. Pursuant to 29 CFR part 470, Subpart B--Compliance Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary of Labor may direct the Contractor to take such action in the enforcement of these regulations, including the imposition of sanctions for noncompliance with respect to any such subcontract or purchase order. If the Contractor becomes involved in litigation with a subcontractor or vendor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of clause)

I.7	STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (52.222-42) (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

Employee Class	Monetary Wage – Fringe Benefits	
Senior Quality Assurance Inspector	$37.22	
Quality Assurance Inspector	$26.11	
IT Systems Analyst/Web Developer	$26.11	
Senior RIQA Lab. Tech.	$15.88	
RIQA Lab. Tech.	$12.73	
Jr. RIQA Lab. Tech.	$10.39	
Technical Secretary	$14.24	
Administrative Assistant	$12.73	

Employee Class	Monetary Wage – Fringe Benefits	
Construction Coordinator	$26.11	
Construction Estimator	$26.11	
GIS Survey Technician	$26.11	
Construction Inspectors	$26.11	
Quality Assurance Evaluator	$23.77	
Engineering Surveyor Technician	$23.77	
Radiograph Monitor	$17.64	
Administrative Secretary	$15.88	

FRINGE BENEFITS 

Annual Leave - Receives 13 days paid leave for service up to 3 years; 20 days for 3 to 15 years service; and 26 days for 15 years service or over. 

Sick Leave - Receives 13 days paid leave per year. 

Holidays - Receives 10 paid holidays per year. 

Health Insurance - Government pays up to 72% of health insurance. 

Group Life Insurance - Government pays one-third of the cost of the basic life insurance premium. 

Retirement - The Government provides three retirement plans identified as the Civil Service Retirement System (CSRS), the Federal Employees Retirement System (FERS), and the CSRS Offset.  Under the CSRS, the Government contributes 7% of the employees' base pay towards the retirement benefit and 1.45% towards Medicare.  Under the FERS, the Government contributes 11.2% of the employees' base pay towards a basic benefit plan, 6.2% to Social Security, 1.45% towards Medicare, and 1% (plus matching contributions of up to 4% of basic pay, depending on employees' contributions) to a thrift savings plan.  Under the CSRS Offset, the Government contributes 0.8% of the employees' base pay towards the retirement benefit, 6.2% to Social Security, and 1.45% towards Medicare. 

Part-time Federal employees receive pro rata annual leave, sick leave, holiday leave, health insurance, and group life insurance benefits based on the number of hours worked. 

(End of clause)

I.8	ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR EPA-DESIGNATED ITEMS (52.223-9) (MAY 2008) 

(a) 	Definitions. As used in this clause -

"Postconsumer material" means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of "recovered material."

"Recovered material" means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

(b) 	The Contractor, on completion of this contract, shall -

(1) Estimate the percentage of the total recovered material content for EPA-designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of post-consumer material content; and 

(2) Submit this estimate to the Contracting Officer.

(End of clause)

I.9	AUTHORIZED DEVIATIONS IN CLAUSES (52.252-6) (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 (48 CFR 18) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.

(End of clause)

I.10	SECURITY CLASSIFICATION REQUIREMENTS (1852.204-75) (SEP 1989) 

Performance under this contract will involve access to and/or generation of classified information, work in a security area, or both, up to the level of SECRET. See Federal Acquisition Regulation clause 52.204-2 in this contract and DD Form 254, Contract Security Classification Specification, Exhibit D.
(End of clause)
I.11	OMBUDSMAN (1852.215-84) (OCT 2003) – ALTERNATE I (JUN 2000) 

(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, Cynthia C. Lee, direct inquiries to the Office of Procurement Deptuy Director, NASA Langley Research Center, Mail Stop 134, Hampton, VA 23681-2199; phone (757) 864-2426; facsimile (757) 864-8541. Concerns, issues, disagreements, and recommendations which cannot be resolved at the installation may be referred to the NASA ombudsman, the Director of the Contract Management Division, at 202-358-0445, facsimile 202-358-3083, e-mail james.a.balinskas@nasa.gov. 

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.

(c) 	If this is a task or delivery order contract, the ombudsman shall review complaints from contractors and ensure they are afforded a fair opportunity to be considered, consistent with the procedures of the contract.  

(End of clause)

I.12	NASA 8 PERCENT GOAL (1852.219-76) (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.13	ACCESS TO SENSITIVE INFORMATION (1852.237-72) (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 Avoidance 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.14	RELEASE OF SENSITIVE INFORMATION (1852.237-73) (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.

(c) 	(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.15	SPECIAL 8(A) CONTRACT CONDITIONS (52.219-11) (FEB 1990) (DEVIATION) 

(a) 	This contract is issued as a direct award between the contracting activity and the 8(a) contractor pursuant to a Memorandum of Understanding between the Small Business Administration (SBA) and the National Aeronautics and Space Administration. Accordingly, the SBA is not a party to this contract. SBA does retain responsibility for 8(a) certification, 8(a) eligibility determinations and related issues, and providing counseling and assistance to the 8(a) contractor under the 8(a) program. The cognizant SBA district office is: 

 U.S. Small Business Administration
Richmond District Office
400 North 8th Street
Federal Building, Suite 1150
P.O. Box 10126
Richmond, VA  23240-0126 

(b) 	The contracting activity is responsible for administering the contract and taking any action on behalf of the Government under the terms and conditions of the contract; provided, however, that the contracting activity shall give advance notice to the SBA before it issues a final notice terminating performance, either in whole or in part, under the contract. The contracting activity shall also coordinate with the SBA prior to processing any novation agreement. The contracting activity may assign contract administration functions to a contract administration office. 

(c) 	The contractor agrees – 

	(1) To notify the Contracting Officer, simultaneous with its notification to SBA (as required by SBA's 8(a) regulations), when the owner or owners upon whom 8(a) eligibility is based plan to relinquish ownership or control of the concern. Consistent with Section 407 of Public Law 100-656, transfer of ownership or control shall result in termination of the contract for convenience, unless SBA waives the requirement for termination prior to the actual relinquishing of ownership and control; and 

(2) It will not subcontract the performance of any of the requirements of this contract without the prior written approval of the SBA and the Contracting Officer. 

(End of clause)

I.16	NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(A) CONCERNS (52.219-18) (JUNE 2003) (DEVIATION) 

(a) 	Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA's 8(a) Program and which meet the following criteria at the time of submission of offer—

	(1) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and 

	(2) The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA. 

(b) 	By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph (a) of this clause. 

(c) 	Any award resulting from this solicitation will be made directly by the Contracting Officer to the successful 8(a) Offeror selected through the evaluation criteria set forth in this solicitation. 

(d)	(1) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States or its outlying areas. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This subparagraph does not apply in connection with construction or service contracts. 

(2) The Offeror will notify the NASA Langley Research Center Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party. 

(End of clause)

End of Section

SECTION J - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS 

J.1	LIST OF EXHIBITS/ATTACHMENTS 

The following documents are attached hereto and are made a part of this contract: 

Exhibits

Exhibit A		Statement of Work
Exhibit B		Contract Documentation Reporting Requirements
Exhibit C		Wage Determination and Collective Bargaining Agreement
Exhibit D	Department of Defense Contract Security Classification Specification   (DD254)
Exhibit E		Installation-Accountable Government Property
Exhibit F		Safety and Health Plan
Exhibit G		Quality Plan
Exhibit H		Organizational Conflict of Interest Plan
Exhibit I		Acronym Dictionary
Exhibit J 		Applicable Regulations, Statues, Procedures
Exhibit K		NASA LaRC Construction Inspection Manual
Exhibit L		LaRC Building Layering Convention
Exhibit M		Mechanical Drafting Standards
Exhibit N		NASA LaRC Construction Management Manual
Exhibit O		List of Elevators
Exhibit P		Performance Metrics		

Attachments

Attachment I		Past Performance Questionnaire
Attachment II		Safety and Health Plan Instructions
Attachment III		Quality Assurance Surveillance Plan (QASP)
Attachment IV		Cost Forms
Attachment V		PIV Card Issuance Procedures 
Attachment VI		Labor Pricing Information
Attachment VII	Personnel Qualifications
Attachment VIII	Questions to Date (Pre-Proposal Conference Charts-incl. after 12/2/08)
Attachment IX		ODIN Hardware Offerings
		
End of Section

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

K.1	ANNUAL REPRESENTATIONS AND CERTIFICATIONS (52.204-8) (JAN 2006) 

(a)	(1) The North American Industry Classification System (NAICS) code for this acquisition is 541690.

(2) The small business size standard is $7M.

(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 (c) 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 (c) 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 (c) applies.

[ ] (ii) Paragraph (c) does not apply and the Offeror has completed the individual representations and certifications in the solicitation.

(c) 	The Offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov. After reviewing the ORCA database information, the Offeror verifies by submission of the offer that the representations and certifications currently posted electronically 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)
End of Section

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS 

L.1	PROVISIONS INCORPORATED BY REFERENCE -- SECTION L 

Provision(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.  Provisions 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 provision to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire provision.  The full text of the provision is available at the addresses contained in provision 52.252-1, Solicitation Provisions Incorporated by Reference, of this solicitation.

(End of provision)

CLAUSE NUMBER	CLAUSE TITLE	
52.214-34	SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (APR 1991) 	
52.214-35	SUBMISSION OF OFFERS IN U.S. CURRENCY (APR 1991) 	
52.215-1	INSTRUCTIONS TO OFFERORS - COMPETITIVE ACQUISITION (JAN 2004) 	
52.215-16	FACILITIES CAPITAL COST OF MONEY (JUN 2003)	
52.215-20	REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (OCT 1997), (ALT IV) Fill in:  See L.21.1 Business Proposal – Volume II, Factor 2 – Cost/Price	
52.222-24	PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION (FEB 1999) 	
52.232-13	NOTICE OF PROGRESS PAYMENTS (APR 1984)	
52.237-1	SITE VISIT (APR 1984)	

L.2	TYPE OF CONTRACT (52.216-1) (APR 1984) 

The Government contemplates award of a hybrid contract consisting of Firm Fixed Price (CLINs 0, 2, 3), Cost Plus Fixed Fee (CLIN 1), and a component of Indefinite Delivery/Indefinite Quantity Task Orders (CLINs 4 and 5) (CPFF and FFP) resulting from this solicitation.

(End of provision)

L.3	EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (52.222-46) (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)

L.4	SERVICE OF PROTEST (52.233-2) (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:

Attn:  Richard Siebels, Contracting Officer
NASA Langley Research Center
9A Langley Blvd., M/S 126
Hampton, VA  23681-2199

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

(End of provision)

L.5	SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (52.252-1) (FEB 1998) 

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): Federal Acquisition Regulation (FAR) clauses:

http://www.acqnet.gov/far/

NASA FAR Supplement (NFS) clauses:

http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

(End of provision)

L.6	AUTHORIZED DEVIATIONS IN PROVISIONS (52.252-5)(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 FAR 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.7	OFFEROR ACCEPTANCE PERIOD

Proposals submitted in response to this solicitation shall remain firm for at least 150 days after the date specified for receipt by the Government and shall contain a statement to this effect.

L.8	PREPROPOSAL/PRE-BID CONFERENCE (1852.215-77)(DEC1988) 

(a) 	A preproposal/pre-bid conference will be held as indicated below:

Date:		Tuesday, December 2, 2008
Time:		10:00 a.m. – 12:00 p.m.
Location:	Building 1202 (Pearl Young)

The following is a tentative agenda for the conference: 

Opening Remarks 
LaRC Presentations 
Break 
Facilities Tour 
Questions and Answers 

The briefing will be unclassified.   Please contact Kim Cone via email at Kimberly.d.cone@nasa.gov, to register for the conference no later than COB November 24, 2008.  Provide a list of planned attendees and indicate whether or not they are U.S. citizens.  For non-U.S. Citizens, provide the visitor's full name, date of birth, citizenship, and city and country of birth.  The Non-U.S. Citizen will also have to present credentials (e.g., Visa, Resident Alien Card) upon arrival at the Center.  There is no guarantee that NON-U.S. Citizens will get approval to enter the Center.  

Prospective Offerors are requested to submit any written questions to Kim Cone at Kimberly.d.cone@nasa.gov  no later than close of business November 20, 2008 so that NASA will be able to answer as many questions as possible at the conference, time permitting. 

(b) 	Attendance at the preproposal/pre-bid conference is recommended; however, attendance is neither required nor a prerequisite for proposal/bid submission and will not be considered in the evaluation.

(End of provision)

L.9	PROPOSAL PAGE LIMITATIONS (1852.215-81) (FEB 1998) 

(a) 	The following page limitations are established for each portion of the proposal submitted in response to this solicitation.

Proposal Section	Page Limit	
		
Standard Form (SF) 33 and Sections B-J of Model Contract, including Completed Representations and Certifications (Section K)	N/A	
Volume I – Technical Proposal	40 pages, pages must be numbered	
Volume II – Business Proposal	No Limit, pages must be numbered	
Volume III – Past Performance Proposal	No Limit, pages must be numbered	
Quality Management Systems/ISO (Quality Plan, Quality Manual, and/or Compliance Letter)	No Limit, pages must be numbered	
Safety and Health Plan	No Limit, pages must be numbered	
Organizational Conflict of Interest Plan	No Limit, page must be numbered	

(b) 	A page is defined as one side of a sheet, 8 1/2" x 11", with at least one inch margins on all sides, using not smaller than 12 point type. Foldouts count as an equivalent number of 8 1/2" x 11" pages. The metric standard format most closely approximating the described standard 8 1/2" x 11" size may also be used.

(c) 	Title pages and tables of contents are excluded from the page counts specified in paragraph (a) of this provision. In addition, the Cost section of your proposal is not page limited. However, this section is to be strictly limited to cost and price information. Information that can be construed as belonging in one of the other sections of the proposal will be so construed and counted against that section's page limitation.

(d) 	If final revisions are requested, separate page limitations will be specified in the Government's request for that submission.

(e) 	Pages submitted in excess of the limitations specified in this provision will not be evaluated by the Government and will be returned to the Offeror.

(End of provision)

L.10	SAFETY AND HEALTH PLAN (1852.223-73) (NOV 2004) 

(a) 	The Offeror shall submit a detailed safety and occupational health plan as part of its proposal (see NPR 8715.3C, NASA General Safety Program Requirements). The plan shall include a detailed discussion of the policies, procedures, and techniques that will be used to ensure the safety and occupational health of Contractor employees and to ensure the safety of all working conditions throughout the performance of the contract. 

(b) 	When applicable, the plan shall address the policies, procedures, and techniques that will be used to ensure the safety and occupational health of the public, astronauts and pilots, the NASA workforce (including Contractor employees working on NASA contracts), and high-value equipment and property.

(c) 	The plan shall similarly address subcontractor employee safety and occupational health for those proposed subcontracts that contain one or more of the following conditions: 

(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 assessed risk and consequences of a failure to properly manage and control the hazards warrants use of the clause.

(d) 	This plan, as approved by the Contracting Officer, will be included in any resulting contract.

(End of provision)

L.11	DETERMINATION OF COMPENSATION REASONABLENESS (1852.231-71) (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 $650,000 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)

L.12	PROTESTS TO NASA (1852.233-70) (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, Office of Procurement, Office ID LH000, NASA Headquarters, Washington, DC 20546-0001.

(End of provision)

L.13	COMMUNICATIONS REGARDING THIS SOLICITATION 

(a)  	Questions or comments regarding this solicitation must be submitted in writing, cite the solicitation number, and be directed to the following Government representative:

Name:      Kimberly D. Cone
FAX:       757-864-6966
Email:      Kimberly.D.Cone@nasa.gov

Address: NASA Langley Research Center
9A Langley Blvd., MS 126
Hampton, VA 23681-2199

Oral questions will not be answered due to the possibility of misunderstanding or misinterpretation.

(b)  	Questions or comments should be submitted within 10 calendar days of the issuance of the solicitation to allow for analysis and dissemination of responses in advance of the proposal due date.  Late questions or comments are not guaranteed a response prior to the proposal due date. 

(c)  	Questions or comments shall not be directed to the technical activity personnel. 

(End of provision)

L.14	BIDDERS LIBRARY 

A Bidders library does not exist.  

See http://prod.nais.nasa.gov/cgi-bin/eps/bizops.cgi?gr=D&pin=23 for all postings related to this solicitation. 

L.15	PROPOSAL CLARITY 

(a)	 Proposals should be specific, complete, and concise.  Offerors are urged to examine this solicitation in its entirety and to assure that their proposals contain all necessary information, provide all required documentation, and are complete in all respects since proposal evaluations will be based on the actual material presented and not on the basis of what is implied.  

(b)	 Ensure that the cost proposal is consistent with the technical proposal in all respects since the cost proposal may be used as an aid to determine the Offeror's understanding of the technical requirements.  Discrepancies may be viewed as a lack of understanding. 

(c)	 NASA may reject any proposal that fails to comply with all cost proposal instructions, including those for electronic submissions, as incomplete and technically unacceptable. 

L.16	PROPOSAL FORMAT AND CONTENT 

Offerors must submit proposals in three (3) volumes:  Volume I, Technical Proposal, Volume II, Business Proposal, and Volume III, Past Performance.  All pages in each volume must be numbered.  Do not include cost information in the Technical Proposal, except for representative Task Orders, if applicable.  Each volume shall include the detailed information outlined below so that it can be evaluated in accordance with the evaluation factors set forth in Section M-3 Evaluation Factors For Award.  Structure each volume to adhere to the Factor and Subfactor headings listed below. 

L.17	PROPOSAL SUBMISSION INFORMATION

Submit the original and 7 copies of the Past Performance volumes of the proposal on or before January 12, 2009.  Submit the remaining volumes of the proposal on or before the date and hour shown in Block 9 of the SF 33.  Proposals may be submitted to the address shown in Block 8 of the SF 33 (face page of the solicitation) or, if hand carried, to the depository listed in Block 9.   Be aware that heightened and varying security requirements may preclude or delay access to the Center; however, such circumstances will not provide a basis for acceptance of a proposal that arrives at the place specified after the exact time specified. 

L.18	ELECTRONIC SUBMISSION OF PROPOSAL/PROPOSED CONTRACT

(a)	 General

(1) This solicitation requires one original and 7 copies of your proposal, along with 2 electronic proposal copies.

(2) The original hard-copy shall be identified as such and remaining copies marked (i.e., 1 of 7, 2 of 7, etc.) for documentation control.  All volumes shall have consecutive page numbers.  The cover/title page of all volumes shall be marked “Source Selection Information, See FAR 2.101 and 3.104.”  All volumes of the hard-copy proposal shall be formatted the same as the electronic proposal.  

(3) The electronic proposal shall be saved on a CD or USB Flash Drive.  Each CD or USB Flash Drive submitted shall include an external label with the Offeror’s name, date of proposal, and the solicitation number.  The electronic proposal shall be scanned for viruses prior to submission.  In the event of an inconsistency between the electronic proposal and the hard-copy proposal, the hard copy shall be considered the intended version.  

(b)	 Volume I, Technical Proposal, and Volume III, Past Performance Proposal 

(1) Volumes I and III shall be compatible with Microsoft Word 2003.

(2) It is preferred that all data/information be provided in one file.  However, if the information requires more than one file, all files shall be saved in one directory.  No two files or folders shall have the same file name.

(c)	Volume II, Business Proposal

(1)Volume II shall be compatible with Microsoft Excel 2003 and Microsoft Word 2003 (supporting narrative).  Electronic spreadsheets in word processing and PDF formats are not acceptable.

(2) It is preferred that all electronic spreadsheets be provided in one file with as many workbooks as necessary.  However, if the information requires more than one file, all files shall be saved under one folder.  No two files or folders shall have the same file name.  All linking must be within each folder, and all linked files must be provided.  Do not include external links.  

(3) All electronic spreadsheets shall be self calculating and shall not contain hidden cells, be locked/protected or secured by password.  The Offeror shall explain any absolute values.

(d)	Contract Offer

(1) A contract offer shall be submitted with the original of Volume II, Business Proposal.  It is critical that a conforming signed contract offer be submitted with the proposal since it is anticipated that award will be made without discussion.  

(2) An electronic copy of the completed contract document shall also be submitted with its proposal.  The hard-copy contract offer shall be formatted the same as the electronic proposal.

(3) The contract offer shall consist of the following:

(i) One signed original of SF33 with Blocks 12-18 completed, Part I, The Schedule (Sections B-H) and Part II, Contract Clauses (Section I), and any required Exhibits.  All shaded areas are to be completed by the Offeror.  The additional Exhibits listed in Section J will be added to the contract document by the Contracting Officer at the time of contract award.

(ii) Executed Section K including information not provided in ORCA that is specific to this solicitation.  

(iii) Properly acknowledge solicitation amendments (if any).

(iv) A cover letter stating acceptance of the proposed contract terms and conditions that are incorporated into the contract offer and Statement of Work (SOW).

L.19	RESERVED   

L.20	TECHNICAL PROPOSAL - VOLUME I 

FACTOR 1 - MISSION SUITABILITY 

Responses to each subfactor are important to NASA's evaluation since they convey an understanding of the technical requirements and the approach for meeting those requirements. Within the response to each subfactor, identify and discuss any programmatic risks and the approach for managing these risks as set forth in NFS 1815.305-Proposal evaluation.  

1. Subfactor 1 - Understanding the Requirement and Technical Approach (URTA)

URTA-1	Technical Operations Plan - Offerors shall address their understanding of the Statement of Work requirements and the approach for meeting ALL SOW requirements.

URTA-2       Problem Identification - Discuss potential challenges associated with work defined in SOW Sections C.6 & C.7.  Specifically:  (a) key roles and relationships in construction management (SOW Section C.7) and (b) staffing, scheduling, and analysis methodologies/tools related to mission assurance support for typical NASA project reviews throughout a project life cycle (SOW Section C.6.4).

2.  Subfactor 2 – Management (MGMT)

MGMT-1     Total Compensation Plan - The Offeror shall submit a compensation plan for employees that demonstrates an ability to attract and retain competent service employees. The plan shall be compliant with FAR 52.222-46-Evaluation of Compensation for Professional Employees and NFS 1852.231-71 – Determination of Compensation Reasonableness.  Significant teaming partners (over $650,000) shall submit individual compensation plans if the employees are not covered by the prime Contractor’s compensation plan.

MGMT-2 			Phase-In Plan - Address the approach for phase-in and for minimizing changeover difficulties and maximizing continuity of services to NASA during phase-in. The plan shall include the following: 

1.	all significant phase-in activities 
2.	a schedule for completion 
3.	recruiting methods 
4.	initial staffing plan 
5.	incumbent personnel retention and rationale 
6.	initial orientation and training 
7.	ability to become familiar with Installation Accountable Government Property
8.	a listing of all the computers and information technology services needed that will be connected to the LaRC network and performed onsite at NASA Langley Research Center.  Offerors shall use Attachment IX to develop the list.  Note:  Offerors are reminded that NASA will provide all computers and information technology services that will be connected to the LaRC network through the Outsourcing Desktop Initiative for NASA (ODIN) contract.

MGMT-3     Organizational Structure - Address the planned organizational structure for efficiently managing the work.  Also address the authority and responsibilities vested in the contract manager, as well as the manager's access to company resources.  Discuss proposed interfaces with NASA personnel and any subcontractors.   Address the plan for organizing, assigning, tracking and performing the requirements of this contract, including an approach for recognizing, reporting, solving and following-up on technical and schedule problems. 

MGMT-4     Quality Management System - All Offerors are required to be, at a minimum, ISO 9001 compliant within nine months of the effective date of the contract. Include the following information to demonstrate the effectiveness of the proposed quality system: 

(a) Quality Plan:  All Offerors shall submit a Quality Plan.  The Quality Plan shall describe how the Offeror will develop quality system documentation or modify existing quality system documentation needed to ensure effective planning, operation and control of processes/work activities specific to this contract.  Describe how the integrity of the Quality Management System (QMS) is maintained when changes to the QMS are planned and implemented.  This plan will be included in any resulting contract. 

(b) ISO 9001:

(1) Offerors which are ISO 9001 compliant (as defined in H.16) at proposal due date:  Provide a copy of your Quality System Manual.  Also provide your quality system procedures that at a minimum address:  (a) contract and subcontract management, (b) customer requirement review and execution, (c) task management, including work order generation and processing, (d) document control, (e) handling of customer supplied product, (f) corrective, preventive and continuing improvement action systems, (g) training of employees, (h) customer satisfaction/performance measurement and (i) design control. 

(2) Offerors which are not ISO 9001 compliant at proposal due date:  Submit a letter from an appropriate company official expressing your commitment to become compliant within nine months of the contract effective date, in accordance with H.15.  Also submit a plan for becoming ISO 9001 compliant. 
	
(c) Definitions: 

Quality System Manual - A manual specifying the quality management system of an organization.  Note quality manuals can vary in detail and format to suit the size and complexity of an individual organization. 

Quality System Procedures - Written procedures documenting "how business is done" within an organization's quality management system. 

Quality Plan - A document specifying which procedures and associated resources shall be applied by whom and when to a specific project, product or process in order to accomplish contractual requirements. 

Compliance Plan - A comprehensive plan for achieving compliance to the current ISO 9001. 

MGMT-5  Organizational Conflicts of Interest (OC) Avoidance  - The Offeror shall submit a comprehensive OCI Avoidance Plan.  The plan shall address the Offeror’s approach to identifying, mitigating and/or avoiding organizational conflicts of interest (OCIs) and personal conflicts of interest (COIs) that may arise under this contract. This response must include, at a minimum: (A) an assessment of the potential risk for the various types of conflicts identified in H.11, (B) the Offeror’s process for identifying OCIs, including the Offeror's coordination with each of its parent, subsidiaries, affiliates, office locations, divisions and/or other similar entities (collectively, the “Business Units”) to determine whether OCIs currently exist, (C) the approach for maintaining communication with each Business Unit during the performance of this contract to identify potential OCIs arising during such performance period, (D) the approach to training and refresher training for its employees, (E) once identified, the methods the Offeror will utilize to mitigate the various types of OCIs, (F) the Offeror’s approach for identifying, mitigating and/or avoiding personal COIs for employees performing work under the contract, and (G) the approach for ensuring the processes and procedures included herein will be applied to each of its subcontractors and/or consultants (including their respective Business Units).  The plan and subsequent revisions will be reviewed and approved by the Contracting Officer.  The approved plan will be incorporated into the contract as a compliance document once approved in accordance with NFS 1852.237-72, Access to Sensitive Information and Section H.11, Organizational Conflicts of Interest.  

3. Subfactor 3 - Safety and Health 

Address the approach to safety and health as required by NFS 1852.223-70, Safety and Health.   Submit a Safety and Health Plan in accordance with 1852.223-73, Safety and Health Plan. When the requirement is for on-site work at LaRC, as a minimum, the plan shall address the information in Attachment II. This plan will be included in any resulting contract.

L.21	BUSINESS PROPOSAL - VOLUME II

FACTOR 2 - COST/PRICE

1.  The Offeror is required to submit -- (a) Information Other than Cost or Pricing Data.  When information other than cost or pricing data is required pursuant to 15.403-3 and 52.215-20 above, Offerors shall comply FAR 15.408, Solicitation provisions and contract clauses, and Table 15-2, Instructions for Submitting Cost/Price Proposals, Section I, paragraphs A, E, and G, and of Section II, Cost Elements.  

(b) 	Offerors shall also comply with the instructions in this section and those on the Cost Forms.  Include sufficient detail to support and explain all costs proposed, giving figures and narrative explanation.  If contract years cross Offeror fiscal years, show how fiscal year rates were apportioned to establish contract year rates.  

(c) 	The Offeror shall prepare the cost proposal in a manner consistent with its current accounting system.  Provide a statement verifying that the Offeror has an approved accounting system, including the approval date and the name of the reviewing office.  List any other systems, e.g., estimating, purchasing, billing, compensation, and budgeting, that have been reviewed or are under review, showing the status, outstanding issues, approval date, and name of the reviewing office.  Identify the responsible Government Audit Agency (GAA) Office and point of contact.  If applicable, provide a copy of the most current Forward Pricing Rate Agreement, a statement on the status of the Cost Accounting Standards Disclosure Statement, whether the submitted proposal was developed in accordance with that Disclosure Statement, and the status of any unresolved Cost Accounting Standard issues.   If the Offeror does not have an approved accounting system, they are not precluded from proposing.  If an Offeror is selected for contract award that does not have an approved accounting system, LaRC will request DCAA to perform an audit of their accounting system.

(d) 	An Offerors failure to comply with all cost proposal instructions (including those for electronic submissions) may result in rejection of its proposal.  

2.  Cost Forms -- Offerors, and subcontractor(s) providing direct labor, are required to complete the Cost Forms, including the Rate Chart in Attachment IV to this solicitation.  Specific instructions on pricing labor are provided in Attachment VI, Labor Pricing Information.  Cost Forms in word processing or PDF formats are not acceptable.  The cost evaluation will be focused on the completed Cost Forms and the supporting narrative.  Offerors may submit additional spreadsheets only if the narrative does not adequately support the information in the Cost Forms.  Spreadsheets shall be limited to the derivation of rates in the Rate Chart, show the calculation of absolute value in the Cost Forms, and any other explanation requiring spreadsheet calculation.  Any information provided on contractor-generated spreadsheets that does not specifically flow into or support a Cost Form could impact NASA's confidence level in the Offerors cost proposal. 

3.  Subcontractor Proposal Information -- Each subcontract expected to exceed a total of $650,000 and to provide direct labor shall also be supported in a manner consistent with the cost/pricing instructions of this solicitation.  Prospective subcontractors may submit proprietary cost data directly to NASA no later than the date and time specified in the instructions for receipt of offers for this solicitation.  All subcontractors' proposed prices should be identical to the prices identified in the Offeror's proposal for the subcontracted effort.  If there is a discrepancy, explain why.  The price presented in the Offeror's proposal for the subcontracted effort will be considered the intended price. Offerors shall support the selection of their subcontractors and address their determination of the price/cost reasonableness of the subcontractors. (See FAR 15.404-3 - Subcontract pricing considerations).  

4.  Phase-In/Contract Period of Performance -- Offerors shall assume a Phase-In start date of May 25, 2009 and a contract start date of June 25, 2009.

5.  Phase-In (CLIN 0) -- (a) Phase-In costs, if proposed, shall be fully detailed and supported, and shall correlate with the technical proposal. Propose the Phase-In costs as a firm-fixed price.  

(b) 	During Phase-In, NASA will provide office space, office furniture, and utilities (including Government telephones for official purposes only) for approximately 5 people. The services listed in Section G. 8 will also be provided. 

6.  Direct Labor -- (a) Propose all direct labor hours.  Attachment VI provides guidelines for hours and costs by labor classification/category; however, the resultant contract will not reflect a specified level-of-effort.  Show the derivation of your productive man-year.  Explain any composite hourly labor rates.  Identify each labor category as Collective Bargaining Agreement (CBA), Wage Determination (WD), or exempt.  Indicate if any of the positions are classified by the Offeror's accounting system as other than direct labor, or if the Offeror proposes to subcontract any of the positions.  

(b) 	For evaluation purposes, NASA will consider "direct labor hours" to be those productive hours that the Contractor proposes its personnel or its subcontractor's personnel to expend in performing the contract requirements.  

(c) 	Direct labor hours do not include the contract manager, administrative or other labor classified as indirect by established accounting policy and procedures.  

(d) 	Direct labor hours do not include sick leave, vacation, holiday leave, military leave, or any type of administrative leave.  

(e) 	The total cost of management and administration (mgmt/admin) directly supporting the overall contract including the IDIQ work shall be allocated to the base (sustaining) effort.  Identify and explain each element of cost in this category as it relates to both the base and IDIQ efforts.  

(f) 	Exhibit C is a copy of the Register of Wage Determinations and Fringe Benefits (WD) issued by the Department of Labor for employees under this proposed contract.  Identify those proposed positions subject to the WD and correlate them to the WD positions. Note that the wage rates and benefits specified therein are minimum rates and that the WD might not list all labor classes to be employed under this contract.  Paragraph (c)(2) of the contract clause entitled "Service Contract Act of 1965" states that in this event, conformable rates must be established for those service employees to be employed under the contract but not listed on the WD.  

(g) 	Exhibit C is a copy of the applicable Collective Bargaining Agreement(s) (CBA) for employees under this proposed contract.  Identify those proposed positions subject to the CBA and correlate them to the CBA position.  Note that the successor contractor must pay wages and fringe benefits (including accrued wages and benefits and prospective increases) at least equal to those specified in the agreement(s).  Contact the Business Representative(s) from the represented CBA for additional information related to the CBA(s).  (CLIN 2)

7.  Indirects - For each indirect pool, identify the rates and bases used to determine the proposed costs for this proposal. State whether this contract has been considered in determining the proposed indirect rates.  If indirect rates have not been reviewed within the last 12 months by the responsible GAA, provide a cost history for the last three years, including the actual expense pools and application base amounts for the larger indirect pools (e.g., overhead, fringe benefits, and G&A).  Detail any labor elements in the pools and provide history of all indirect rates.  

(a)	 If a service center or indirect rate has been established and proposed for this contract, explain and detail its content.  

(b) 	Provide details to allow analysis and comparison to the [total or professional] compensation plan.  

(c) 	For personnel covered by WD and/or CBA, demonstrate in proposal spreadsheets that all minimum benefits, including health and welfare, are met.  

(d) 	The cumulative value of Task Orders issued under this contract could significantly vary between the contract minimum and much higher amounts.  Discuss the effects such a variation would have on proposed indirect rates.  

8.  Other Direct Costs (ODC) -- (a) Provide an itemized breakdown and detailed explanation of all ODC costs proposed. (CLINs 0, 2, and 3)

(b) 	Provide an itemized breakdown and detailed explanation of any additional ODC costs that are not included in the Government Specified ODCs above.  For evaluation purposes only, use the dollar amounts that are disclosed on the cost forms in addition to the applicable costs for subcontracts and business license taxes. (CLIN 1)

(c) 	In addition, consider and address, as applicable, the following:

      	(1) Include lease vs. purchase analysis for any proposed vehicles dedicated to this contract. Maintenance and fuel costs are the responsibility of the Offeror.  

     	(2) Address applicable city/county business license taxes for both on-site and off-site work (consult with the City of Hampton).  Do not include the IDIQ maximum in the calculation of business license taxes in establishing the estimated contract cost.  (CLINs 0 through 3)

(d)	The Government will furnish all necessary computers and related Information Technology services that will be connected to the LaRC network and performed on-site at LaRC 

through the Outsourcing Desktop Initiative for NASA (ODIN) contract.  Offerors are instructed NOT to propose any computer related costs for on-site computers.

9.  Facilities Capital Cost of Money (FCCOM) -- Clearly identify FCCOM if you choose to include it in your proposal (ref. FAR 52.215-16 Facilities Capital Cost of Money). If FCCOM is not proposed, FAR Clause 52.215-17, Waiver of Facilities Capitol Cost of Money, will be included in the contract.  

10.  Escalation - Include anticipated escalation factors and amounts unless escalation is prohibited by law, regulation, or a specific clause in this document (See FAR 52.222-43-Fair Labor Standards Act and Service Contract Act-Price Adjustment (Multiple Year and Option Contracts)).  Provide the derivation and rationale for the proposed escalation rates. Discuss the rationale for not escalating any elements that would normally be escalated.  

11.  Quality System(s) - If there are any costs for ISO 9001, specify where they are included.  

12.  Fixed Fee -- Show the amounts proposed for fee for each contract year.  Provide rationale for the proposed amounts.  Show how FCCOM (see 52.215-16) was considered in the calculation of the proposed fee.  (CLIN 1)

13.  Profit -- Show the amounts proposed for profit for each contract period.  Provide rationale for the proposed amounts.  Show how FCCOM (see 52.215-16) was considered in the calculation of the proposed fee.  (CLINs 0, 2, and 3)

L.22	PAST PERFORMANCE PROPOSAL - VOLUME III

FACTOR 3 - PAST PERFORMANCE 

1. Background - Past performance is one indicator of an Offeror's ability to perform successfully.  Therefore, this factor will assess each Offeror's current/recent record (including the record of any significant subcontractors (over $650,000) and/or significant teaming partners) of performing services or delivering products that are similar in size, scope, and complexity to the requirements of this solicitation.  This assessment of past performance will provide an indicator of each Offeror's likelihood for success on work arising from the current solicitation.  

2.  Content Guidelines - The proposal shall contain overall corporate or Offeror past performance, but not the past performance of individuals who are proposed to be involved in the required work.  However, for newly formed businesses having little or no experience as the new business entity, submit the past performance of a predecessor business entity or the past performance of the company's principal owner(s) or corporate officer(s).  Newly formed business entities submitting such information shall also submit a thorough and clear explanation of why such information should be considered predictive of the Offeror's performance under a contract resulting from this solicitation. 

3.  Proposal Content - Include a list of contracts that the Offeror, as well as any significant (over $650,000) subcontractors or teaming partners, has held within the past three years for requirements that are similar in size, scope, and complexity to the requirements of this solicitation.  For each contract identified, include: 

a. Contract Number 

b. Contracting Agency 

c. Points of contact in the program and contracting offices, including accurate telephone numbers 

d. Contract type 

e. Contract beginning and ending dates 

f. Original cost/price and delivery terms, as well as actual cost/price and delivery 

g. Base, fixed, incentive and award fee available, if applicable.  Incentive and award fee actually earned (by contract year), if applicable 

h. Brief contract description 

i. The extent to which contract objectives were met, including (select, as appropriate) 

1. Technical 

2. Schedule 

3. Cost 

4. Management 

5. Occupational Health 

6. Safety – What was the Contractor's Bureau of Labor Statistics (BLS) industry rate and what OSHA Total Case Incident Rate (TCIR) did the Contractor experience for the NAICS code during the time of their contract with your organization?  

7. Security 

8. Overall mission success (identify problems in delivered hardware and software that resulted in delays or failures) 

Include a list of the firms that will submit past performance questionnaires (see paragraph 4. below), along with the written consent of proposed subcontractors to allow NASA to discuss the subcontractors' past performance with the Offeror. 

4.  Past Performance Questionnaires - Each Offeror, as well as each significant subcontractor or teaming partner, shall select three customers for whom it has performed services or delivered products in the last three years that are similar in size, scope, and complexity to the requirements of this solicitation. The Offeror shall provide each of these customers a Past Performance Questionnaire (Attachment I to this solicitation) for completion and submission to the Contract Specialist for this solicitation.  The selected customers must return or fax this questionnaire within the timeframe specified in this solicitation to the address or fax number provided on the questionnaire.  NASA may verify the information submitted through discussions with the references provided.  

5.  Independent Past Performance Information - NASA may contact other references, aside from those provided by Offerors, and may consider their comments during the source selection process. While NASA may elect to consider data obtained from other sources, Offerors retain the burden of providing relevant references that NASA can readily contact.        

End of Section

SECTION M - EVALUATION FACTORS FOR AWARD 

M.1	PROVISIONS INCORPORATED BY REFERENCE -- SECTION M 

Provision(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.  Provisions 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 provision to the affected paragraph(s). The Contractor is responsible for understanding and complying with the entire provision.  The full text of the provision is available at the addresses contained in provision 52.252-1, Solicitation Provisions Incorporated by Reference, of this solicitation.

(End of provision)

CLAUSE NUMBER	CLAUSE TITLE	
52.217-5	EVALUATION OF OPTIONS (JUL 1990) 	

SECTION M - EVALUATION FACTORS FOR AWARD TO OFFERORS

M.2	METHOD OF EVALUATION 

(a)	Proposals received in response to this solicitation will be evaluated by a source selection team in accordance with NFS 1815.3.  The team will rate Mission Suitability and Past Performance, and the team will consider Cost/Price in accordance with this Section M.  

(b)	The Source Selection Authority (SSA), after consultation with the source selection team and other advisors, will select the Offeror(s) that can perform the contract in a manner most advantageous to the Government, all factors considered. The SSA will make an integrated assessment of each offer and comparatively evaluate competing offers, considering input from the source selection team.  The SSA will consider adjectival ratings and point scores assigned by the source selection team; however, the SSA will base selection on substantive proposal differences that are reflected by the adjectival ratings and point scores as opposed to basing selection on mere differences in ratings or scores. 

(c)	Evaluation will be on the basis of material presented and substantiated in the Offeror's proposal and not on the basis of what may be implied.  Vague statements will be interpreted as a lack of understanding on the part of the Offeror and/or inability to demonstrate adequate qualifications and resources.  The Offeror's attention is directed to Section L which provides important instructions concerning proposal preparation. 

M.3	EVALUATION FACTORS 

A. 	Factor 1 - Mission Suitability -- The content of this section of the Offeror's proposal will provide the basis for evaluation of the Offeror's response to the technical requirements of the solicitation.  Note:  Proposal risks and the approach for managing those risks will be evaluated 

for each subfactor. A lack of resource realism may adversely affect Mission Suitability scores, and result in cost realism adjustments under the cost factor.

The Mission Suitability subfactors to be considered and scored in the evaluation of the Offeror's Technical Proposal are set forth below: 

1. 	Subfactor 1 - Understanding the Requirement and Technical Approach (URTA)

URTA-1	Technical Operations Plan - NASA will evaluate the Offeror's demonstrated understanding of the Statement of Work requirements and the approach for meeting ALL SOW requirements.

URTA-2           Problem Identification - NASA will evaluate the Offeror's discussion of potential challenges associated with work defined in SOW Section C.6 & C.7.  Specifically:  (a) key roles and relationships in construction management (SOW Section C.7) and (b) staffing, scheduling, and analysis methodologies/tools related to mission assurance support for typical NASA project reviews throughout a project life cycle (SOW Section C.6.4).

2. 	Subfactor 2 - Management (MGMT)

MGMT-1         Total Compensation Plan – NASA will evaluate the Offeror’s compensation plan for employees that demonstrates an ability to attract and retain competent service employees. NASA will evaluate the plan’s compliance with FAR 52.222-46-Evaluation of Compensation for Professional Employees and NFS 1852.231-71 – Determination of Compensation Reasonableness.  NASA will evaluate significant teaming partner’s (over $650,000) individual compensation plans if the employees are not covered by the prime Contractor’s compensation plan.

MGMT-2         Phase-In Plan - NASA will evaluate the Offeror's proposed approach for phase-in and the Offeror’s proposed approach for minimizing changeover difficulties and maximizing continuity of services to NASA during phase-in.  The evaluation in this area will include the following: 

1.	all significant phase-in activities 
2.	a schedule for completion 
3.	recruiting methods 
4.	initial staffing plan 
5.	incumbent personnel retention rationale 
6.	initial orientation and training 
7.	ability to become familiar with Installation Accountable Government Property
8.	a listing of all the computers and information technology services needed that will be connected to the LaRC network and performed onsite at NASA Langley Research Center in accordance with Attachment IX.   Note:  Offerors are reminded that NASA will provide all computers and information technology services that will be connected to the LaRC network through the Outsourcing Desktop Initiative for NASA (ODIN) contract

MGMT-3 	Organizational Structure - NASA will evaluate the Offeror's planned organizational structure for efficiently managing the work.  Within this area, NASA's evaluation will include the authority and responsibilities vested in the contract manager including the manager's access to company resources, and proposed interfaces with NASA personnel and any proposed subcontractors. NASA will evaluate the Offeror's plan for organizing, assigning, tracking and performing the requirements of this contract.  Evaluation in this area will include the proposed approach for recognizing, reporting, solving and following-up on technical and schedule problems. 

MGMT-4  	Quality Management System - NASA will evaluate the effectiveness of the Offeror's proposed quality management system: 

(a) Quality Plan – NASA will evaluate the Offeror’s Quality Plan.  NASA will evaluate the Offeror’s approach to develop quality system documentation or modify existing quality system documentation needed to ensure effective planning, operation and control of processes/work activities specific to this contract.  The Offeror’s proposed plan will also be evaluated on how the integrity of the Quality Management System (QMS) is maintained when changes to the QMS are planned and implemented. 

(b) ISO 9001: 

(1) Offerors which are ISO 9001 compliant (as defined in H.16) at proposal due date - The Quality System Manual of compliant Offerors will be evaluated.  NASA will evaluate the Offeror’s quality system procedures that at a minimum address (a) contract and subcontract management, (b) customer requirement review and execution, (c) task management, including work order generation and processing, (d) document control, (e) handling of customer supplied product, (f) corrective, preventive and continuing improvement action systems, (g) training of employees, (h) customer satisfaction/performance measurement and (i) design control. 

	(2) Offerors which are not ISO 9001 compliant at proposal due date:  NASA will evaluate the letter from an appropriate company official expressing commitment to become compliant within nine months of the contract effective date, in accordance with H.15.   NASA will evaluate the plan for becoming ISO 9001 compliant. 
	
MGMT-5  	Organizational Conflicts of Interest (OCI) Avoidance – NASA will evaluate the Offeror’s response, which must include a comprehensive OCI Avoidance Plan.  NASA will evaluate the Offeror’s approach to identifying, mitigating and/or avoiding organizational conflicts of interest (OCIs) and personal conflicts of interest (COIs) that may arise under this contract. NASA will evaluate the Offeror’s response, which must include, at a minimum: (A) an assessment of the potential risk for the various types of conflicts identified in H.11, (B) the Offeror’s process for identifying OCIs, including the Offeror's coordination with each of its parent, subsidiaries, affiliates, office locations, divisions and/or other similar entities (collectively, the “Business Units”) to determine whether OCIs currently exist, (C) the approach for maintaining communication with each Business Unit during the performance of this contract to identify potential OCIs arising during such performance period, (D) the approach to training and refresher training for its employees, (E) once identified, the methods the Offeror will utilize to mitigate the various types of OCIs, (F) the Offeror’s approach for identifying, mitigating and/or avoiding personal COIs for employees performing work under the contract, and (G) the approach for ensuring the processes and procedures included herein will be applied to each of its subcontractors and/or consultants (including their respective Business Units).  The plan and subsequent revisions will be reviewed and approved by the Contracting Officer.  The approved 

plan will be incorporated into the contract as a compliance document once approved in accordance with NFS 1852.237-72, Access to Sensitive Information and Section H.11, Organizational Conflicts of Interest.  

3. 	Subfactor 3 - Safety and Health 

NASA will evaluate the Offeror's proposed approach to safety and health as required by NFS 1852.223-70, Safety and Health.  NASA will evaluate the Offeror's Safety and Health Plan in accordance with 1852.223-73 Safety and Health Plan.  NASA will evaluate how well the proposed safety and health plan addresses the safety and health requirements in Attachment II. 

B. 	Factor 2 - Cost/Price Analysis – 

1. For CLINs 0, 2, and 3 - An analysis of the proposed price will be conducted to determine price reasonableness and cost realism.  The specific elements of each Offeror's proposed cost estimate will be reviewed and evaluated by the Government to determine whether the proposed cost elements are realistic for the work to be performed; reflect a clear understanding of the requirements; and are consistent with the methods of performance and materials described in the Offeror's technical proposal.  Results of this analysis may be used in performance risk assessments and responsibility determinations.
          
 	2. For CLIN 1 - NASA will conduct an analysis of the proposed cost to determine its reasonableness, acceptability and extent to which it reflects performance and resources addressed in the technical proposal.  In addition, NASA will perform an analysis of the proposed cost elements and fee to assess cost realism and the Offeror's capability to accomplish the contract objectives within the cost proposed. A lack of resource realism may adversely affect Mission Suitability scores, and result in cost realism adjustments under this cost factor.  NASA will develop a probable cost that factors in NASA's technical evaluation for purposes of determining best value.
 
            3. For all CLINs - To eliminate the competitive advantage that might accrue to a contractor from the use of Government property other than that defined in this RFP, the Government will evaluate the inclusion of any proposed Government property and make cost proposal adjustments, where necessary, to compensate for the value of the Government provided property/equipment; or by charging appropriate rent in accordance with the clause at FAR 52.245-9, Use and Charges.

C. 	Factor 3 - Past Performance -- Under the Past Performance factor, NASA will evaluate each Offeror's current/recent record (within 3 years) (including the record of any significant subcontractors (over $650,000) and/or significant teaming partners) of performing services or delivering products that are similar in size, scope, and complexity to the requirements of this solicitation.  The confidence rating assigned to Past Performance (see paragraph (a) below) will reflect consideration of information contained in the proposal, past performance evaluation input provided through customer questionnaires, and other references, if any, that the Government may contact for additional past performance information.  Offerors without a record of relevant past performance, or for whom information on past performance is not available, shall receive a 

neutral rating.  Offerors are cautioned that omissions or an inaccurate or inadequate response to this evaluation factor will have a negative effect on the overall evaluation.  

(a) 	Past Performance Ratings - The confidence ratings set forth below will be used to evaluate the Past Performance factor for each Offeror.  

Each of the adjective ratings below has a "performance" component and a "relevance" component.  The Offeror must meet the requirements of both components to achieve a particular rating.  In assessing relevance, the Government will consider the degree of similarity in size, scope, and complexity to the requirements in this solicitation, as well as how current/recent the past performance is.  

In assessing performance, the Government will make an assessment of the Offeror's overall performance record.  The Government will evaluate the Offeror's past performance record for meeting technical, schedule, cost, management, occupational health, safety, security, overall mission success, subcontracting goals, and other contract requirements.  Isolated or infrequent problems that were not severe or persistent, and for which the Offeror took immediate and appropriate corrective action, may not reduce the Offeror's confidence rating.  On the other hand, confidence ratings will be reduced when problems were within the contractor's control and were significant, persistent, or frequent, or when there is a pattern of problems or a negative trend of performance. 

Very High Level of Confidence 
The Offeror’s relevant past performance is of exceptional merit and is very highly pertinent to this acquisition; indicating exemplary performance in a timely, efficient, and economical manner; very minor (if any) problems with no adverse effect on overall performance.  Based on the Offeror’s performance record, there is a very high level of confidence that the Offeror will successfully perform the required effort. 

High Level of Confidence 
The Offeror’s relevant past performance is highly pertinent to this acquisition; demonstrating very effective performance that would be fully responsive to contract requirements with contract requirements accomplished in a timely, efficient, and economical manner for the most part with only minor problems with little identifiable effect on overall performance.  Based on the Offeror’s performance record, there is a high level of confidence that the Offeror will successfully perform the required effort.  

Moderate Level of Confidence 
The Offeror’s relevant past performance is pertinent to this acquisition, and it demonstrates effective performance; fully responsive to contract requirements; reportable problems, but with little identifiable effect on overall performance.  Based on the Offeror’s performance record, there is a moderate level of confidence that the Offeror will successfully perform the required effort.  

Low Level of Confidence  
The Offeror’s relevant past performance is at least somewhat pertinent to this acquisition, and it meets or slightly exceeds minimum acceptable standards; adequate results; reportable problems with identifiable, but not substantial, effects on overall performance.  Based on the Offeror’s performance record, there is a low level of confidence that the Offeror will successfully 

perform the required effort.  Changes to the Offeror’s existing processes may be necessary in order to achieve contract requirements.  

Very Low Level of Confidence 
The Offeror’s relevant past performance does not meet minimum acceptable standards in one or more areas; remedial action required in one or more areas; problems in one or more areas which, adversely affect overall performance.  Based on the Offeror’s performance record, there is a very low level of confidence that the Offeror will successfully perform the required effort.     

Neutral  
In the case of an Offeror without a record of relevant past performance or for whom information on past performance is not available, the Offeror may not be evaluated favorably or unfavorably on past performance [see FAR 15.305(a) (2) (ii) and (iv)].  

M.4  	RELATIVE IMPORTANCE OF EVALUATION FACTORS 

A. The weights to be used in the scoring of the Mission Suitability subfactors are presented below: 

Subfactors            						      Weights 

1.	Understanding the Requirement & Technical Approach                              500
2. 	Management								           400
3.	Safety and Health							           100

TOTAL                								        1,000

B. The numerical weights assigned to the above subfactors are indicative of the relative importance of those evaluation areas.  Overall, in the selection of a Contractor for contract award, Mission Suitability, Cost, and Past Performance, will be of essentially equal importance. All evaluation factors other than Cost, when combined, are significantly more important than Cost. 

End of Section