INDEX OF CLAUSES FOR RFP

SECTION B
B.1	DELIVERABLE REQUIREMENTS (GSFC 52.211‑90) (OCT 1988)
B.2	INDEFINITE QUANTITY  (52.216-22) (OCT 1995) 
B.3	MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES (FIXED PRICE) (GSFC 52.216-92) (JUL 2006) 
B.4	ORDERING  (52.216-18)  (OCT 1995) 
B.5	ORDER LIMITATIONS (52.216-19) (OCT 1995)
B.6	FIRM FIXED PRICE (1852.216-78) (DEC 1988)

SECTION C
C.1	STATEMENT OF WORK
C.2 	MONTHLY STATUS REPORTS
C.3 	LIMITED RIGHTS DATA OR RESTRICTED COMPUTER SOFTWARE (GSFC 52.227‑90) (FEB 2008)

SECTION D
D.1	Packaging, Handling, and Transportation (1852.211-70) (SEPT 2005)

SECTION E
E.1	ACCEPTANCE—SINGLE LOCATION (GSFC 52.246-92) (SEPT 1989)
E.2	INSPECTION SYSTEM (SUBCONTRACTS) (GSFC 52.246-100) (JUL 2000)
E.3	INSPECTION SYSTEM RECORDS (GSFC 52.246-102) (OCT 1988)
E.4	INSPECTION OF SUPPLIES—FIXED-PRICE (52.246-2) (AUG 1996)
E.5	HIGHER-LEVEL CONTRACT QUALITY REQUIREMENTS (52.246-11) (FEB 1999)
E.6	MATERIAL INSPECTION AND RECEIVING REPORT (1852.246-72) (AUG 2003)
E.7	MATERIAL INSPECTION AND RECEIVING REPORT NOT REQUIRED (GSFC 52.246-94) (APR 1989)

SECTION F
F.1	F.O.B. DESTINATION (52.247-34) (NOV 1991) 
F.2	STOP-WORK ORDER (52.242-15) (AUG 1989)
F.3	EFFECTIVE ORDERING PERIOD
F.4	SHIPPING INSTRUCTIONS--CENTRAL RECEIVING (GSFC 52.247‑94) (JUN 2006)

SECTION G
G.1	INDIVIDUALS AUTHORIZED TO ISSUE ORDERS 
G.2	ORDERING PROCEDURES UNDER A MULTI-AWARD CONTRACT 
G.3	INVOICES - SUBMISSION OF (GSFC 52.232‑95) (AUG 2000)
G.4	DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE (1852.227‑72) (JULY 1997)

SECTION H
H.1	RELEASE OF SENSITIVE INFORMATION (1852.237-73) (JUN 2005)
H.2	SCHEDULE OF RATES
H.3	EXPORT LICENSES (1852.225-70) (FEB 2000)
H.4	SAFETY AND HEALTH (SHORT FORM) (1852.223-72) (APR 2002)
H.5	MAJOR BREACH OF SAFETY OR SECURITY (1852.223-75) (FEB 2002)
H.6	SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY RESOURCES (1852.204-76) (MAY 2007)
H.7 	ACCESS TO SENSITIVE INFORMATION (1852.237-72) (JUNE 2005)
H.8	REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR (GSFC 52.215-90) (NOV 1999)

SECTION I
I.1	LIST OF SECTION I CLAUSES INCORPORATED BY REFERENCE
I.2 	LIMITATIONS ON SUBCONTRACTING (52.219-14 ) (DEC 1996) 
I.3	EXTRAS (52.232-11) (APR 1984) 
I.4	FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS
	(1852.245-73) (OCT 2003)
I.5	CONTRACTOR ACCOUNTABLE ON-SITE GOVERNMENT PROPERTY (1852.245-74) (MAR 1989)
I.6	SUBCONTRACTS (52.244-2) (JUN 2007)
I.7	SUBCONTRACTS FOR COMMERICAL ITEMS (52.244-6) (MAR 2007)
I.8	CLAUSES INCORPORATED BY REFERENCE (52.252-2) (FEB 1998)
I.9	COMPUTER GENERATED FORMS (52.253-1)  (JAN 1991) 
I.10	NASA 8 PERCENT GOAL (1852.219-76) (JUL 1997) 
I.11	RIGHTS IN DATA-GENERAL (52.227-14) (DEC 2007) as modified by NASA FAR  	Supplement 1852.227-14—ALTERNATE II (DEC 2007) AND ALTERNATE III (DEC 2007) 

SECTION J
J.1	LIST OF ATTACHMENTS (GSFC 52.211-101) (OCT 1988)

SOLICITATION/CONTRACT FORM 

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS 

B.1	DELIVERABLE REQUIREMENTS  (GSFC 52.211‑90) (OCT 1988)

The Contractor shall provide, under this Indefinite Delivery/Indefinite Quantity contract, an indefinite quantity of fabricated items such as, but not limited to, instrument components, structures, fixtures, assembly tools from Goddard Space Flight designs or from Contractor designs or from Contractor designs along with assembly of fabricated items, and any required designs and documentation in accordance with Section C, Clause C.1, Statement of Work.  The delivery schedule for an individual item shall be identified in each issued delivery order.

Item		Description			Reference	Due Date		Transportation
										Class
  1		Fabricated Items in			Clause C.1,	As Applicable	To be specified
		Accordance with individual		Statement of 			each delivery
		Delivery Orders issued in		Work				order
		Accordance with Clause G.2

  2		Repaired/modified Items in		Clause C.1,	As Applicable	To be specified
		Accordance with individual		Statement of 			each delivery
		Delivery Orders issued in		Work				order
		Accordance with Clause G.2
  
  3		Monthly Status Reports		Clause C.1,	Monthly		IV
						Statement of
						Work

  4		IT Security Plan & Assessment	NFS 1852.204-76	30 days after	IV
		Plans						Contract Effective
								Date

5	Organizational Conflicts of		NFS 1852.237-72	30 days after	IV
Interest  (OCI) Avoidance Plan			Contract Effective
						Date

(End of Text)

B.2	INDEFINITE QUANTITY (52.216-22 ) (OCT 1995) 

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract 12 months after end of effective ordering period.

(End of clause)

B.3	MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES (FIXED PRICE) (GSFC 52.216-92) (JUL 2006) 

(a)  The minimum amount of supplies or services that shall be ordered during the effective period of this contract is $0.00.  The maximum amount of supplies or services that may be ordered during the effective period of this contract is $5,000,000.

(b)  All orders placed under this contract will be applied to the minimum and maximum specified above.

(c)  The maximum amount may be adjusted unilaterally by the Government on an annual basis.  Historic, current, and/or projected workload requirements will be used to determine the amount of upward adjustment.  In no event shall the aggregate adjustment to the maximum amount exceed 0% of the original maximum amount.

(End of clause)

B.4	ORDERING  (52.216-18)  (OCT 1995) 

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule.  Such orders may be issued from the effective date of the contract through 36 months from the effective date of the contract.

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

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

(End of clause)

B.5	ORDER LIMITATIONS (52.216-19)  (OCT 1995) 

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $1,000,000.

(2) Any order for a combination of items in excess of $1,000,000 or

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

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 7 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

B.6	FIRM FIXED PRICE (52.216-19)  (DEC 1988) 

The total firm fixed price of this contract is to be specified in each Delivery Order.

(End of clause)

SECTION C
DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK 

C.1	STATEMENT OF WORK

Introduction

This Statement of Work (SOW) covers the general requirements for mechanical fabrication services.  NASA’s Goddard Space Flight Center’s (GFSC) Advanced Manufacturing, Branch, Manufacturing Engineering Group provides the Center with comprehensive support in the areas of aerospace fabrication; assembly, electroplating, and composites.  The Manufacturing Engineering Group coordinates all GSFC customer requirements and schedules all work outsourced to commercial firms.

Scope

Pursuant to delivery orders issued by the Contracting Officer, the contractor shall manufacture, assemble, provide engineering designs, and prepare documentation for spaceflight and non-flight parts in support of the Manufacturing Engineering Group and GSFC Projects.  The contractor shall provide the required personnel, facilities, and materials, unless otherwise provided by the government, to accomplish the issued delivery orders.  The contractor shall provide emergency repair or modification in support of rejected or defective critical items; this includes performing repair or modification and returning to GSFC within a negotiated time frame per delivery order.  The contractor shall facilitate technical interchange meetings at the contractor’s fabrication facility for real-time design interpretation for work in progress and contractor/end-user collaboration for critical items.  For the purposes of this contract, “real-time” is defined as same day, within 8 hours, technical interchanges, allowing for travel, by road, to the contractor’s fabrication facility and return to Goddard Space Flight Center and 2 hours at the contractor’s facilities.  “Critical items” are defined as those Spaceflight and Ground support items having a significant impact on test schedules, assembly schedules, or shipping schedules affecting launch schedules.  Approximately 40% of the work to be performed on this contract will be considered critical.

Performance Requirements

A)	Manufacturing – Fabricate parts, instrument components, structures, fixtures, assembly tools, etc., from GSFC designs or from contractor design submitted in accordance with the delivery order.  Materials for the above mentioned items shall include, but are not limited to, various alloys and grades of Aluminum, Corrosion Resistant Steels, Carbon or Tool Steels, Titanium, Nickel, and Chromium based alloys, Copper and Brass, Plastics, and Glass or Carbon reinforced composites.
a.	Machining operations shall include but are not limited to:
i.	Turning up to and including 60-inch swing with taper and internal and external threading capability, to an accuracy of +0.001 inches on internal and external diameters and with surface finishes to 32 microinches.
ii.	Milling within an envelope of 120 inches by 48 inches by 24 inches with accuracy of +0.001 inches using a single setup and with surface finishes to 32 microinches.  Fourth axis rotary capability up to 30 inch diameter to an accuracy of +0.001 inches.
iii.	Internal and external grinding, both flat and cylindrical, to accuracy of 0.0001 inch and with surface finishes to 4 microinches.  Occasional delivery orders requiring lapping or polishing may require closer tolerances and finer finishes.
b.	Sheet Metal operations shall include but are not limited to:
i.	Shearing up to 48 inch widths of aluminum 1/8 inch thickness or less to specified dimensions with an accuracy of +0.005 inch.
ii.	Forming or Braking up to 48-inch widths of aluminum 1/8 inch thickness or less to specified dimensions with an accuracy of +0.005 inch.
iii.	Rolling up to 48-inch widths of up to 3/32 inch thick mild steel.
iv.	Punching of standard 4 ft by 8 ft sheets to unique and/or repeatable patterns with features including, but not limited to, square or radial hole patterns, square or circular cutouts, “D” hole and Cannon type electrical cutouts.
c.	Perform welding of various alloys, as required, by the gas-metal arc and gastungsten arc process to exacting dimensional tolerances and radiographic soundness standards.  Perform helium mass spectrometer leak tests as required.
d.	Perform secondary and/or miscellaneous operations such as vibratory deburring, grit blasting, electroplating/cleaning, surface coating, painting, or heat treating, as specified.
B)	Assembly – Performing assembly of mechanical components, instruments, and/or structures.
Operations include:
a.	Work to government supplied drawing requirements.
b.	Installation of fastening hardware such as rivets, helical inserts, threaded or captive fasteners.
c.	Welding large structures of Aluminum or Steel Beams, angles, or plates to the quality requirements of NAS 1514, Mil Std. 1595 Section QW-302.2, or Military Specification Mil-R-4574, STD I or STD II as specified on delivery orders
d.	Contractor shall provide all engineering materials, fasteners, and hardware required.
C)	Documentation – Dimensions and tolerances shall be in accordance with the latest revisions of ANSI Y14.5M-82 and welding symbols shall be in accordance with ANSI-AWSA2.4-79.  Contractor generated reports shall be reviewed and approved by the Contracting Officer's Technical Representative (COTR) before acceptance.

(End of text)

C.2 	MONTHLY STATUS REPORTS

The Contractor shall submit a separate monthly progress report of all work accomplished during each month of contract performance.  Monthly Progress Reports shall address as a minimum the following:

The Contractor shall address the accomplishments and progress of all work performed under each delivery order for the month being reported.  Each delivery order shall be a separate report.  The report shall be in narrative form and brief in content.  The report shall include the delivery order number, date of the order, order fixed price, a description of overall delivery order progress to include technical accomplishments and status of deliverables.  Also the report shall provide a quantitative description of overall progress and identify any risks or problems, which may impede performance and proposed corrective actions.  Also the report shall have a discussion of the projected work activities to be performed during the next monthly reporting period.  

Monthly reports shall be submitted by the 15th day following the month being reported.  If the delivery order is awarded beyond the middle of a month, the first monthly report shall cover the period from order award until the end of the following month. The final delivery report for each order shall be submitted within 30 calendar days after the completion of the effort under the delivery order.

(End of text)

C.3 LIMITED RIGHTS DATA OR RESTRICTED COMPUTER SOFTWARE (GSFC 52.227‑90) (FEB 2008)

In accordance with the delivery requirements of this contract, all software data rights shall be delivered in accordance with the Rights in Data – General clause, specified elsewhere in this contract, except for the following:

NONE

(End of clause)

SECTION D
PACKAGING AND MARKING 

D.1	Packaging, Handling, and Transportation (1852.211-70) (SEPT 2005)

(a) The Contractor shall comply with NPR 6000.1, "Requirements for Packaging, Handling, and Transportation for Aeronautical and Space Systems, Equipment, and Associated Components" as may be supplemented by the statement of work or specifications of this contract, for all items designated as Class I, II, or III.

(b) The Contractor's packaging, handling, and transportation procedures may be used, in whole or in part, subject to the written approval of the Contracting Officer, provided--
(1) The Contractor's procedures are not in conflict with any requirements of this contract, and
(2) The requirements of this contract shall take precedence in the event of any conflict with the Contractor's procedures.

(c) The Contractor must place the requirements of this clause in all subcontracts for items that will become components of deliverable Class I, II, or III items.

(End of clause)

SECTION E
INSPECTION AND ACCEPTANCE 

E.1	ACCEPTANCE—SINGLE LOCATION (GSFC 52.246-92) (SEPT 1989)

The Contracting Officer or authorized representative will accomplish acceptance at Goddard Space Flight Center.  For the purpose of this clause, the Contracting Officer’s Technical Representative named in this contract is the authorized representative.  The Contracting Officer reserves the right to unilaterally designate a different Government agent as the authorized representative.  The Contractor will be notified by a written notice or by a copy of the delegation of authority if a different representative is designated.

If this is a fixed price type contract, acceptance shall be deemed to have occurred constructively—for the sole purpose of computing an interest penalty that might be due to the Contractor under the Prompt Payment Act—on the 30th day after the Contractor has delivered the supplies or services in accordance with the terms and conditions of the contract.  In the event that actual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be based on the date of actual acceptance.

(End of clause)

E.2	INSPECTION SYSTEM (SUBCONTRACTS) (GSFC 52.246-100) (JUL 2000)

In performance of this contract, the Contractor shall invoke inspection system requirements on subcontractors and suppliers to ensure the required quality of supplies or services.  Monitoring of the Contractor’s system for inspecting subcontractors will be accomplished through the combined efforts of NASA/GSFC personnel and the delegated Government agency.  The authority and responsibility of the delegated agency will be defined in a letter of contract administration delegation.

(End of clause)

E.3	INSPECTION SYSTEM RECORDS (GSFC 52.246-102) (OCT 1988)

The Contractor shall maintain records evidencing inspections in accordance with the Inspection clause of this contract for three years after delivery of all items and/or completion of all services called for by the contract.

(End of clause)

E.4	INSPECTION OF SUPPLIES—FIXED-PRICE (52.246-2) (AUG 1996)

(a) Definition.  “Supplies,” as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements.  As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome.  These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires.  The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph.  These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work.  The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufature, and in any event before acceptance.  The Government shall perform inspections and test in a manner that will not unduly delay work.  The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.  Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or test made at other than the Contractor’s or subcontractor’s premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e)	(1) When supplies are not ready at the time specified by the Contractor for inspection or test, the Contracting Officer may charge to the Contractor for inspection or test.
	(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes re-inspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies.  Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements.  The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected.  However, the Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor.  The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either (1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the Contractor or (2) terminate the contract for default.  Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting Officer may require their delivery and make an equitable price reduction.  Failure to agree to a price reduction shall be a dispute.

(i)	(1)If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time (i) when Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract and (ii) when the supplies will be ready for Government inspection.

	(2) The Government request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished.  Requests shall not require more than 2 workdays of advance notification if the Government representative is in residence in the Contractor’s plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract.  Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming supplies.

(k) Inspection and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance.  Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor (1) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor’s plant at the Contracting Officer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer; provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or (2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement.  When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor’s plant and return to the original point when that point is not the Contractor’s plant.  If the Contractor fails to perform or act as required in (1) or (2) above and does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right to contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

(End of Clause)

E.5	HIGHER-LEVEL CONTRACT QUALITY REQUIREMENTS (52.246-11) (FEB 1999)

The contractor shall comply with the higher-level quality standards listed below:
(a)	ANSI/AS9100 Rev. B
(b)	Attachment A, Quality Performance Plan

(End of clause)

E.6	MATERIAL INSPECTION AND RECEIVING REPORT (1852.246-72) (AUG 2003) 

(a) At the time of each delivery to the Government under this contract, the Contractor shall furnish a Material Inspection and Receiving Report (DD Form 250 series) prepared in an original copy and sufficient other copies to accomplish the following distribution:
	(1) Via mail and marked "Advance Copy", one copy each to the Contracting Officer, the Contracting Officer's Technical Representative (if designated in the contract), and to the cognizant Administrative Contracting Officer, if any.
	(2) Via mail, the original and 1 copy (unfolded) to the shipment address (delivery point) specified in Section F of this contract.  Mark the exterior of the envelope "CONTAINS DD FORM 250".  This must arrive prior to the shipment.
	(3) With shipment in waterproof envelope (one copy) for the consignee.
	(4) If the shipment address is not directly to the Goddard Space Flight Center (Greenbelt) or Goddard Space Flight Center (Wallops) central receiving areas, then one copy of the DD Form 250 must be provided (via mail) to one on the following addresses depending upon whether this contract is with GSFC Greenbelt or GSFC Wallops:

	Receiving and Inspection (Code 279), Goddard Space Flight Center, Greenbelt, MD 20771.

	Receiving and Inspection (Bldg. F16), Wallops Flight Facility, Wallops Island VA 23337.

(b)	The Contractor shall prepare the DD Form 250 in accordance with NASA FAR Supplement 18‑46.6.  The Contractor shall enclose the copies of the DD Form 250 in the package or seal them in a waterproof envelope, which shall be securely attached to the exterior of the package in the most protected location.

(c)	When more than one package is involved in a shipment, the Contractor shall list on the DD Form 250, as additional information, the quantity of packages and the package numbers.  The Contractor shall forward the DD Form 250 with the lowest numbered package of the shipment and print the words "CONTAINS DD FORM 250" on the package.

(End of clause)

E.7 MATERIAL INSPECTION AND RECEIVING REPORT NOT REQUIRED (GSFC 52.246-94) (APR 1989)

NASA FAR Supplement clause 1852.246-72 of this contract requires the furnishing of a Material Inspection and Receiving Report (MIRR) (DD Form 250 series) at the time of each delivery under this contract. However, a MIRR is not required for the following deliverable items:

Description
Reports/documentation

(End of clause)

SECTION F

DELIVERIES OR PERFORMANCE 

F.1	F.O.B. DESTINATION (52.247-34) (NOV 1991) 

(a) The term f.o.b. destination, as used in this clause, means - 

(1) Free of expense to the Government, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and

(2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any  delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or constructive placement  as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including piggyback) is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for heavy or bulky freight. When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than carload shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

(b) The Contractor shall - 

(1)(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

(5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(6) Pay and bear all charges to the specified point of delivery.

(End of clause)

F.2	STOP-WORK ORDER (52.242-15) (AUG 1989) 
    (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either— 
(1) Cancel the stop-work order; or 
(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract. 
(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if— 
(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and 
(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. 
(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. 
(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. 
(End of clause) 
F.3	EFFECTIVE ORDERING PERIOD

The Government may issue delivery orders for a period of 36 months from the contract award date.  New delivery orders shall not be issued after the expiration of this effective ordering period.

(End of text)

F.4	SHIPPING INSTRUCTIONS--CENTRAL RECEIVING (GSFC 52.247‑94) (JUN 2006)

Shipments of the items required under this contract shall be to:

Receiving Officer
Building 16W
Code 279
Goddard Space Flight Center
Greenbelt, Maryland  20771

Marked for:  (to be specified in each delivery order)

Technical Officer TBD	Code TBD
Building    TBD                      Room  TBD
Contract No. TBD
Item(s) No.

Compliance with this clause is necessary to assure verification of delivery and acceptance and prompt payment.

If this is a fixed price type contract, delivery--for purposes of the Prompt Payment Act--must be through the above shipping address unless another location has been authorized by the Contracting Officer.  If delivery is made to other than Receiving, Building 16W, Code 279, and shipment to that other location has not been authorized by the Contracting Officer, a delivery for the purposes of the Prompt Payment Act has not occurred and no interest penalty under the Act shall result.  Shipment to other than Receiving, Building 16W, Code 279, will be construed as contract noncompliance.

(End of clause)

SECTION G
CONTRACT ADMINISTRATION DATA 

G.1	INDIVIDUALS AUTHORIZED TO ISSUE ORDERS 

The following personnel are authorized to issue delivery orders under this contract.  All designated personnel are employed by NASA Goddard Space Flight Center unless otherwise indicated:

Contracting Officer

(End of clause)

G.2	ORDERING PROCEDURES UNDER A MULTI-AWARD CONTRACT 

(a) One or more delivery orders may be issued during the effective ordering period of this contract.  The Contracting Officer’s (CO) decision to issue a delivery order to a particular contract holder shall be based on the criteria stated below.  In accordance with FAR 16.505(b), the CO will give each contract holder a “fair opportunity to be considered” for each order in excess of $3,000, unless one of the conditions in FAR 16.505(b)(2) applies.  Procedures and selection factors to be considered for each delivery order providing for a “fair opportunity to be considered” are set forth below.

(b) Request for Offer (RFO) Contents:  When a contractor submission of proposals is requested, the Government will issue a Request for Offer (RFO).  The Government will issue RFOs electronically and/or through facsimile.
Each RFO will include the following information:
•	Date of the RFO
•	Description, Delivery Order statement of work and other documentation upon which the Delivery Order price is to be based
•	Delivery or performance date(s)
•	Due date for submission of offer

In addition, all RFOs will contain the evaluation criteria that will be used for placement of the delivery order and specific instructions regarding the level of detail contractors shall include in their proposal for the delivery order.  Generally, offers responding to RFO’s will be due within two weeks after the RFO issue date.

(c) Response to RFO’s:  Contractors may “No Bid” any RFO.  When a contractor responds to an RFO, it shall indicate that the proposal submitted in response to the RFO is compliant with the contract terms, Statement of Work, and RFO.

Pricing for all RFOs shall be based upon the schedule of direct labor rates and/or other pricing category rates set forth in Clause H.2, Schedule of Rates, of this contract.  The rates set forth in Clause H.2 are not-to-exceed rates that can be adjusted downward by the Contractor for the specific delivery order being proposed.  Any Contractor-proposed reduction will be applicable to the then current proposal only and shall not be deemed as a permanent reduction of the rates contained in Clause H.2.  Any unique Other Direct Costs (ODCs) needed to perform the delivery order must also be identified and priced in the proposal.  The proposed delivery order price, based on the Clause H.2 rates and any unique ODCs, shall be a firm-fixed price for all efforts required to perform that order.  Bid and Proposal type costs associated with responding to an order, or with a RFO that may lead to an order, must be treated as an indirect cost, provided the contractor may “No Bid” the order.

All Delivery Order Proposals shall be submitted by the date and time specified in the RFO, or it will be treated as a late proposal and will not be considered by the Government.

(d) Delivery Order Evaluation/Selection Criteria:  Upon receipt of the contractor’s proposal, the Government shall review the proposal for completeness and acceptability.  The determination of which contractor is awarded the work shall be based upon the following evaluation factors:

•	Approach to meeting the specific requirements including: compliance with contract terms and delivery schedule;
•	Total proposed price for the Delivery Order;
•	Relevant Experience and Past Performance;
•	Any additional factors that may be applicable to each specific delivery order

(e) Award of Delivery Order

Delivery Orders will be placed within the effective ordering period of this contract.  Delivery orders shall only be placed by the signature of a Contracting Officer.  Generally, delivery orders will be placed by original signed orders; however, orders may be placed by facsimile or electronically.  

Upon request, the contractors will be notified of the Government’s selection decision for the Delivery Order awarded.  The Government’s determination of the successful contractor for an individual Delivery Order is not subject to Protest under FAR Subpart 33.1.  The debriefing requirements of FAR 15.506 are not applicable to orders issued under this contract.  However, an Ombudsman has been appointed (see NASA FAR Supplement Clause 1815.215-84).

Each Delivery Order will include the following information:

•	Date of the Delivery Order
•	Contract number and Delivery Order number
•	Description, Statement of Work, and other documents upon which the Delivery Order cost is based.
•	Delivery Order firm fixed price
•	Delivery or performance date (s)

(f) The Contractor shall provide acknowledgment of receipt to the Contracting Officer within 3 calendar days after receipt of the delivery order.

(g) If time constraints do not permit issuance of a fully defined delivery order in accordance with the procedures described in paragraphs (a) through (d), the Contracting Officer may issue a delivery order which includes a ceiling price.

(h) The Contracting Officer may amend delivery orders in the same manner in which they were issued.

(i) In the event of a conflict between the requirements of the delivery order and the Contractor's approved proposal, the delivery order shall prevail.

(End of text)

G.3	INVOICES - SUBMISSION OF (GSFC 52.232‑95) (AUG 2000)

Invoices shall be prepared in accordance with the Prompt Payment clause of this contract and submitted to the Cost and Commercial Accounts Department, Code 155, NASA/Goddard Space Flight Center, Greenbelt, MD 20771.  For purposes of the Prompt Payment Act, the above office is considered to be the "Designated Billing Office" and the "Designated Payment Office".

Invoices for payment shall include the Delivery Order number, deliverable item(s), total price, and any other pertinent information applicable to that order.

(End of clause)

G.4	DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE (1852.227‑72) (JULY 1997)

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

Title		       Office Code	Address (including zip code)

New Technology		504		Goddard Space Flight Center Representative								Greenbelt, MD 20771

Patent			140.1		Goddard Space Flight Center Representative								Greenbelt, MD 20771

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

(End of clause)

SECTION H
SPECIAL CONTRACT REQUIREMENTS 

H.1	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)

H.2	SCHEDULE OF RATES

When the Government issues a “Request for Offeror (RFO)” to the Contractor in accordance with the clause entitled “Ordering Procedures” of this contract, the Contractor’s proposal shall include the direct labor hours, direct labor categories, other pricing categories/rates and other direct costs required to perform the delivery order requirements.  The Contractor shall use only those appropriate direct labor categories, fully-loaded labor rates, other pricing categories and fully-loaded other pricing category rates (if applicable), which may be less than but shall not exceed the rates specified below to calculate the proposed price for all delivery orders issued in accordance with the “Ordering Procedures” clause of this contract.

Labor and/or Pricing Category	Basic Contract
(Year 1)	
(Year 2)	
(Year 3)	
To be Proposed	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	
	$	$	$	

(End of text)

H.3	EXPORT LICENSES (1852.225-70) (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.
(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at any Government installation, where the foreign person will have access to export-controlled technical data or software.
(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.
(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.
(End of clause)

H.4	SAFETY AND HEALTH (SHORT FORM) (1852.223-72) (APR 2002)

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

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

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

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

(e) The Contractor (or subcontractor or supplier) shall insert the substance of this clause, including this paragraph (e) and any applicable Schedule provisions, with appropriate changes of designations of the parties, in subcontracts of every tier that exceed the micro-purchase threshold.

(End of clause)

H.5	MAJOR BREACH OF SAFETY OR SECURITY (1852.223-75) (FEB 2002)

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness, damage to or loss of equipment or property, or damage to the environment.  Safety is essential to NASA and is a material part of this contract.  NASA's safety priority is to protect: (1) the public; (2) astronauts and pilots; (3) the NASA workforce (including contractor employees working on NASA contracts); and (4) high-value equipment and property.  A major breach of safety may constitute a breach of contract that entitles the Government to exercise any of its rights and remedies applicable to material parts of this contract, including termination for default.  A major breach of safety must be related directly to the work on the contract.  A major breach of safety is an act or omission of the Contractor that consists of an accident, incident, or exposure resulting in a fatality or mission failure; or in damage to equipment or property equal to or greater than $1 million; or in any "willful" or "repeat" violation cited by the Occupational Safety and Health Administration (OSHA) or by a state agency operating under an OSHA approved plan.

(b) Security is the condition of safeguarding against espionage, sabotage, crime (including computer crime), or attack.  A major breach of security may constitute a breach of contract that entitles the Government to exercise any of its rights and remedies applicable to material parts of this contract, including termination for default.  A major breach of security may occur on or off Government installations, but must be related directly to the work on the contract.  A major breach of security is an act or omission by the Contractor that results in compromise of classified information; illegal technology transfer; workplace violence resulting in criminal conviction; sabotage; compromise or denial of information technology services; equipment or property damage from vandalism greater than $250,000 or theft greater than $250,000.

(c) In the event of a major breach of safety or security, the Contractor shall report the breach to the Contracting Officer.  If directed by the Contracting Officer, the Contractor shall conduct its own investigation and report the results to the Government.  The Contractor shall cooperate with the Government investigation, if conducted.

(End of clause)

H.6	SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY
	RESOURCES (1852.204-76) (MAY 2007)

(a)  The Contractor shall be responsible for information and information technology (IT) security when – 
		(1) The Contractor or its subcontractors must obtain physical or electronic (i.e., authentication level 2 and above as defined in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-63, Electronic Authentication Guideline) access to NASA's computer systems, networks, or IT infrastructure; or 
		(2) Information categorized as low, moderate, or high by the Federal Information Processing Standards (FIPS) 199, Standards for Security Categorization of Federal Information and Information Systems is stored, generated, processed, or exchanged by NASA or on behalf of NASA by a contractor or subcontractor, regardless of whether the information resides on a NASA or a contractor/subcontractor’s information system.
(b)  IT Security Requirements.
		(1)  Within 30 days after contract award, a Contractor shall submit to the Contracting Officer for NASA approval an IT Security Plan, Risk Assessment, and FIPS 199, Standards for Security Categorization of Federal Information and Information Systems, Assessment.   These plans and assessments, including annual updates shall be incorporated into the contract as compliance documents. 
			(i) The IT system security plan shall be prepared consistent, in form and content, with NIST SP 800-18, Guide for Developing Security Plans for Federal Information Systems, and any additions/augmentations described in NASA Procedural Requirements (NPR) 2810, Security of Information Technology.  The security plan shall identify and document appropriate IT security controls consistent with the sensitivity of the information and the requirements of Federal Information Processing Standards (FIPS) 200, Recommended Security Controls for Federal Information Systems.   The plan shall be reviewed and updated in accordance with NIST SP 800-26, Security Self-Assessment Guide for Information Technology Systems, and FIPS 200, on a yearly basis.
			(ii)  The risk assessment shall be prepared consistent, in form and content, with NIST SP 800-30, Risk Management Guide for Information Technology Systems, and any additions/augmentations described in NPR 2810.  The risk assessment shall be updated on a yearly basis.
			(iii)  The FIPS 199 assessment shall identify all information types as well as the “high water mark,” as defined in FIPS 199, of the processed, stored, or transmitted information necessary to fulfill the contractual requirements.
		(2)  The Contractor shall produce contingency plans consistent, in form and content, with NIST SP 800-34, Contingency Planning Guide for Information Technology Systems, and any additions/augmentations described in NPR 2810.  The Contractor shall perform yearly “Classroom Exercises.” “Functional Exercises,” shall be coordinated with the Center CIOs and be conducted once every three years, with the first conducted within the first two years of contract award.  These exercises are defined and described in NIST SP 800-34.
		(3)  The Contractor shall ensure coordination of its incident response team with the NASA Incident Response Center (NASIRC) and the NASA Security Operations Center, ensuring that incidents are reported consistent with NIST SP 800-61, Computer Security Incident Reporting Guide, and the United States Computer Emergency Readiness Team’s (US-CERT) Concept of Operations for reporting security incidents.  Specifically, any confirmed incident of a system containing NASA data or controlling NASA assets shall be reported to NASIRC within one hour that results in unauthorized access, loss or modification of NASA data, or denial of service affecting the availability of NASA data.
		(4) The Contractor shall ensure that its employees, in performance of the contract, receive annual IT security training in NASA IT Security policies, procedures, computer ethics, and best practices in accordance with NPR 2810 requirements.  The Contractor may use web-based training available from NASA to meet this requirement.
		(5) The Contractor shall provide NASA, including the NASA Office of Inspector General, access to the Contractor’s and subcontractors’ facilities, installations, operations, documentation, databases, and personnel used in performance of the contract. Access shall be provided to the extent required to carry out IT security inspection, investigation, and/or audits to safeguard against threats and hazards to the integrity, availability, and confidentiality of NASA information or to the function of computer systems operated on behalf of NASA, and to preserve evidence of computer crime.  To facilitate mandatory reviews, the Contractor shall ensure appropriate compartmentalization of NASA information, stored and/or processed, either by information systems in direct support of the contract or that are incidental to the contract.
		(6)  The Contractor shall ensure that system administrators who perform tasks that have a material impact on IT security and operations demonstrate knowledge appropriate to those tasks. Knowledge is demonstrated through the NASA System Administrator Security Certification Program.  A system administrator is one who provides IT services (including network services, file storage, and/or web services) to someone other than themselves and takes or assumes the responsibility for the security and administrative controls of that service.  Within 30 days after contract award, the Contractor shall provide to the Contracting Officer a list of all system administrator positions and personnel filling those positions, along with a schedule that ensures certification of all personnel within 90 days after contract award.  Additionally, the Contractor should report all personnel changes which impact system administrator positions within 5 days of the personnel change and ensure these individuals obtain System Administrator certification within 90 days after the change.
		(7) The Contractor shall ensure that NASA’s Sensitive But Unclassified (SBU) information as defined in NPR 1600.1, NASA Security Program Procedural Requirements, which includes privacy information, is encrypted in storage and transmission.
		(8) When the Contractor is located at a NASA Center or installation or is using NASA IP address space, the Contractor shall --
			(i) Submit requests for non-NASA provided external Internet connections to the Contracting Officer for approval by the Network Security Configuration Control Board (NSCCB);
			(ii) Comply with the NASA CIO metrics including patch management, operating systems and application configuration guidelines, vulnerability scanning, incident reporting, system administrator certification, and security training; and  
			(iii)  Utilize the NASA Public Key Infrastructure (PKI) for all encrypted communication or non-repudiation requirements within NASA when secure email capability is required. 
(c) Physical and Logical Access Requirements.
		(1) Contractor personnel requiring access to IT systems operated by the Contractor for NASA or interconnected to a NASA network shall be screened at an appropriate level in accordance with NPR 2810 and Chapter 4, NPR 1600.1, NASA Security Program Procedural Requirements.  NASA shall provide screening, appropriate to the highest risk level, of the IT systems and information accessed, using, as a minimum, National Agency Check with Inquiries (NACI). The Contractor shall submit the required forms to the NASA Center Chief of Security (CCS) within fourteen (14) days after contract award or assignment of an individual to a position requiring screening.  The forms may be obtained from the CCS.  At the option of NASA, interim access may be granted pending completion of the required investigation and final access determination.  For Contractors who will reside on a NASA Center or installation, the security screening required for all required access (e.g., installation, facility, IT, information, etc.) is consolidated to ensure only one investigation is conducted based on the highest risk level.  Contractors not residing on a NASA installation will be screened based on their IT access risk level determination only.  See NPR 1600.1, Chapter 4.
		(2) Guidance for selecting the appropriate level of screening is based on the risk of adverse impact to NASA missions.  NASA defines three levels of risk for which screening is required (IT-1 has the highest level of risk).
			(i)  IT-1 -- Individuals having privileged access or limited privileged access to systems whose misuse can cause very serious adverse impact to NASA missions.  These systems include, for example, those that can transmit commands directly modifying the behavior of spacecraft, satellites or aircraft.
			(ii) IT-2 -- Individuals having privileged access or limited privileged access to systems whose misuse can cause serious adverse impact to NASA missions.  These systems include, for example, those that can transmit commands directly modifying the behavior of payloads on spacecraft, satellites or aircraft; and those that contain the primary copy of “level 1” information whose cost to replace exceeds one million dollars.
			(iii) IT-3 -- Individuals having privileged access or limited privileged access to systems whose misuse can cause significant adverse impact to NASA missions.  These systems include, for example, those that interconnect with a NASA network in a way that exceeds access by the general public, such as bypassing firewalls; and systems operated by the Contractor for NASA whose function or information has substantial cost to replace, even if these systems are not interconnected with a NASA network.
		(3)  Screening for individuals shall employ forms appropriate for the level of risk as established in Chapter 4, NPR 1600.1.
		(4)  The Contractor may conduct its own screening of individuals requiring privileged access or limited privileged access provided the Contractor can demonstrate to the Contracting Officer that the procedures used by the Contractor are equivalent to NASA's personnel screening procedures for the risk level assigned for the IT position.
		(5) Subject to approval of the Contracting Officer, the Contractor may forgo screening of Contractor personnel for those individuals who have proof of a --
			(i) Current or recent national security clearances (within last three years);
			(ii) Screening conducted by NASA within the last three years that meets or exceeds the screening requirements of the IT position; or
			(iii) Screening conducted by the Contractor, within the last three years, that is equivalent to the NASA personnel screening procedures as approved by the Contracting Officer and concurred on by the CCS.
(d)  The Contracting Officer may waive the requirements of paragraphs (b) and (c)(1) through (c)(3) upon request of the Contractor.  The Contractor shall provide all relevant information requested by the Contracting Officer to support the waiver request.
(e)  The Contractor shall contact the Contracting Officer for any documents, information, or forms necessary to comply with the requirements of this clause.
(f)  At the completion of the contract, the contractor shall return all NASA information and IT resources provided to the contractor during the performance of the contract and certify that all NASA information has been purged from contractor-owned systems used in the performance of the contract.
(g)  The Contractor shall insert this clause, including this paragraph (g), in all subcontracts 
		(1) Have physical or electronic access to NASA's computer systems, networks, or IT infrastructure; or
		(2) Use information systems to generate, store, process, or exchange data with NASA or on behalf of NASA, regardless of whether the data resides on a NASA or a contractor’s information system.
(End of clause)

H.7 	ACCESS TO SENSITIVE INFORMATION (1852.237-72) (JUNE 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)

H.8	REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR (GSFC 52.215-90) (NOV 1999)

In accordance with FAR 15.204-1(b), the completed and submitted “Representations, Certifications, and Other Statements of Offeror”, are incorporated by reference in this resulting contract.
(End of clause)

SECTION I
CONTRACT CLAUSES 

I.1	LIST OF SECTION I CLAUSES INCORPORATED BY REFERENCE
The following clauses are incorporated by reference in accordance with Federal Acquisition Regulation (FAR) 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998):

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.
52.203-14	Display of Hotline Poster(s) (Dec 2007)
(b)(3) – Inspector General Hotline Posters may be obtained from NASA Office of Inspector General, Code W, Washington, DC  20546-0001
52.204-4 	Printed or Copied Double-Sided on Recycled Paper. (AUG 2000) 
52.204-7		Central Contractor Registration. (JUL 2006)
52.209-6 	Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (SEP 2006) 
52.211-5 	Material Requirements. (AUG 2000) 
52.211-15 	Defense Priority and Allocation Requirements. (SEP 1990) 
52.215-2 	Audit and Records - Negotiation. (JUN 1999) 
52.215-8 	Order of Precedence - Uniform Contract Format. (OCT 1997) 
52.215-11  	Price Reduction for Defective Cost or Pricing Data—Modifications. (OCT 1997)
52.215-13 	Subcontractor Cost or Pricing Data—Modifications (OCT 1997)
52.215-14 	Integrity of Unit Prices. (OCT 1997) 
52.215-15  	Pension Adjustments and Asset Reversions. (OCT 2004)
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)
52.219-6 	Notice of Total Small Business Set-Aside. (JUN 2003) 
52.219-8 	Utilization of Small Business Concerns. (MAY 2004) 
52.222-19  	Child Labor—Cooperation with Authorities and Remedies. (FEB 2008)
52.222-20 	Walsh-Healey Public Contracts Act. (DEC 1996) 
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) 
52.222-50	Combating Trafficking in Persons. (AUG 2007)
52.223-6 	Drug-Free Workplace. (MAY 2001) 
52.223-14 	Toxic Chemical Release Reporting. (AUG 2003) 
52.225-1 	Buy American Act (JUN 2003) 
52.227-1 	Authorization and Consent. (DEC 2007) 
52.227-2 	Notice and Assistance Regarding Patent and Copyright Infringement. (DEC 2007)
52.227-11   	Patent Rights—Ownership by the Contractor. (DEC 2007)
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) 
52.232-17 	Interest. (JUN 1996) 
52.232-23 	Assignment of Claims. (JAN 1986) 
52.232-25 	Prompt payment. (OCT 2003) 
52.232-34 	Payment by Electronic Funds Transfer – Other Than Central Contractor Registration. (MAY 1999) 
(b)(1) hereafter: "designated office" – Cost and Commercial Accounts Department, Code 155, NASA/Goddard Space Flight Center, Greenbelt, Md 20771, FAX 301-286-1748, no later than concurrent with the first request for payment.
52.233-1 	Disputes. (JUL 2002) 
52.233-3 	Protest after Award. (AUG 1996) 
52.233-4  	Applicable Law for Breach of Contract Claim (OCT 2004)
52.242-13 	Bankruptcy. (JUL 1995) 
52.243-1 	Changes - Fixed-Price. (AUG 1987) 
52.245-1		Government Property. (June 2007)
52.245-9  	Use and Charges. (June 2007)
52.246-24	Limitation of Liability—High-Value Items. (FEB 1997)
52.248-1 	Value Engineering. (FEB 2000) 
52.249-2 	Termination for Convenience of the Government (Fixed-Price). (MAY 2004) 
52.249-8 	Default (Fixed-Price Supply and Service). (APR 1984) 
1852.203-70 	Display of Inspector General Hotline Posters. (JUN 2001)
1852.243-71 	Shared Savings. (MAR 1997) 
1852.215-84 	Ombudsman. (OCT 2003)  Alternate I (JUN 2000) 

(b)  If resolution cannot be made by the contracting officer, interested parties may contact the installation ombudsman, Judith N. Bruner, Goddard Space Flight Center, Mailstop 100, Greenbelt, MD 20771, Business Phone: 301 286-7679, Fax 301 286-1714, Email address: Judith.N.Bruner@nasa.gov.  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.

(End of clause)
1852.223-74	Drug- and alcohol-free workforce. (MAR 1996)
1852.227-11 	Patent Rights--Retention by the Contractor (Short Form).

I.2 	LIMITATIONS ON SUBCONTRACTING (52.219-14 ) (DEC 1996) 

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for - 

(1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern.

(2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

(3) General construction. The concern will perform at least 15 percent of the cost of the contract, not including the cost of materials, with its own employees.

(4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract, not including the cost of materials, with its own employees.

(End of clause)

I.3	EXTRAS (52.232-11) (APR 1984) 

Except as otherwise provided in this contract, no payment for extras shall be made unless such extras and the price therefore have been authorized in writing by the Contracting Officer.

(End of clause)

I.4	FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF
	CONTRACTORS (1852.245-73) (OCT 2003)

As prescribed in 1845.107-70(d). The clause shall also be included in in cost reimbursement solicitations and contracts and other types of solicitations and contracts when it is known at award that property will be provided to the contractor or that the contractor will acquire property title to which will vest in the Government prior to delivery.

Government Furnished Materials should be accounted for under the contract and reported annually on NF-1018 under Material until fabrication is initiated when they should be reported as Work in Process (WIP) until Final End item is completed and accountability transferred to the Government.

The contracting officer shall provide the offeror’s proposed property management standards and practices to the IPO for review and evaluation prior to award.

I.5	CONTRACTOR ACCOUNTABLE ON-SITE GOVERNMENT PROPERTY (1852.245-74) (MAR 1989) 

(a) In performance of work under this contract, certain Government property identified in the contract shall be provided to the Contractor on a no-charge-for-use basis by the installation's Supply and Equipment Management Officer. That property shall be utilized in the performance of this contract at the installation that provided the property or at such other installations or locations as may be specified elsewhere in this contract. The Contractor assumes accountability and user responsibilities for the property.
(b) Government property provided shall in every respect be subject to the provisions of the FAR 52.245 Government property clause of this contract. In addition, the contractor is responsible for managing this property in accordance with the guidelines provided by the installation's Supply and Equipment Management Officer or any other formally designated representatives of the Contracting Officer. The guidelines include but are not limited to requiring the Contractor to--
(1) Use economic order quantity (EOQ) methods for routine stock replenishment;
(2) Utilize the Federal Cataloging System;
(3) Comply with shelf-life requirements;
(4) Provide for accountability and control (using the NASA Equipment Management System (NEMS)) of all equipment costing $1000 and over, plus that equipment designated as "sensitive";
(5) Provide for physical inventory of all controlled equipment at least every 3 years;
(6) Provide for sample inventories of materials plus complete inventories every 5 years;
(7) Conduct walk-through utilization inspections;
(8) Screen NEMS before acquiring any equipment costing $1000 or over, plus equipment designated by the installation as sensitive and costing $500 and over;
(9) Support the Equipment Acquisition Document (EAD) process; and
(10) Use Government sources as the first source of supply.
(c) Data requirements relating to the guidelines in paragraph (b) of this clause are specified under Section F, Deliveries or performance.

(End of clause)

I.6	SUBCONTRACTS (52.244-2) (JUN 2007)

(a) Definitions. As used in this clause— 
“Approved purchasing system” means a Contractor’s purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR). 
“Consent to subcontract” means the Contracting Officer’s written consent for the Contractor to enter into a particular subcontract. 
“Subcontract” means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. 
(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause. 
(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that— 
(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or 
(2) Is fixed-price and exceeds— 
(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or 
(ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract. 
(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts: 
________________________________________________
________________________________________________
________________________________________________ 
(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information: 
(i) A description of the supplies or services to be subcontracted. 
(ii) Identification of the type of subcontract to be used. 
(iii) Identification of the proposed subcontractor. 
(iv) The proposed subcontract price. 
(v) The subcontractor’s current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions. 
(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract. 
(vii) A negotiation memorandum reflecting— 
(A) The principal elements of the subcontract price negotiations; 
(B) The most significant considerations controlling establishment of initial or revised prices; 
(C) The reason cost or pricing data were or were not required; 
(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s cost or pricing data in determining the price objective and in negotiating the final price; 
(E) The extent to which it was recognized in the negotiation that the subcontractor’s cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated; 
(F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and 
(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered. 
(2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause. 
(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall constitute a determination— 
(1) Of the acceptability of any subcontract terms or conditions; 
(2) Of the allowability of any cost under this contract; or 
(3) To relieve the Contractor of any responsibility for performing this contract. 
(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i). 
(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government. 
(i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR Subpart 44.3. 
(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: 
________________________________________________
________________________________________________
________________________________________________ 

 (End of clause) 

I.7	SUBCONTRACTS FOR COMMERICAL ITEMS (52.244-6) (MAR 2007) 

(a) Definitions. As used in this clause— 
“Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions. 
“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier. 
(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract. 
(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items: 
(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. 
(ii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246). 
(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212(a)); 
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793). 
(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201). Flow down as required in accordance with paragraph (g) of FAR clause 52.222-39). 
(vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631) (flow down required in accordance with paragraph (d) of FAR clause 52.247-64). 
(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations. 
(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract. 

(End of clauses)

I.8	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)

I.9	COMPUTER GENERATED FORMS (52.253-1)  (JAN 1991) 

(a) Any data required to be submitted on a Standard or Optional Form prescribed by the Federal Acquisition Regulation (FAR) may be submitted on a computer generated version of the form, provided  there is no change to the name, content, or sequence of the data elements on the form, and provided the form carries the Standard or Optional Form number and edition date.

(b) Unless prohibited by agency regulations, any data required to be submitted on an agency unique form prescribed by an agency supplement to the FAR may be submitted on a computer generated version of the form provided there is no change to the name, content, or sequence of the data elements on the form and provided the form carries the agency form number and edition date.

(c) If the Contractor submits a computer generated version of a form that is different than the required form, then the rights and obligations of the parties will be determined based on the content of the required form.

(End of clause)

I.10	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.11	RIGHTS IN DATA-GENERAL (52.227-14) (DEC 2007) as modified by NASA FAR Supplement 1852.227-14—ALTERNATE II (DEC 2007) AND ALTERNATE III (DEC 2007) 
(a) Definitions. As used in this clause- 
"Computer database" or "database means" a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software. 
"Computer software"- 
(1) Means 
(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and 
(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled. 
(2) Does not include computer databases or computer software documentation. 
"Computer software documentation" means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software. 
"Data" means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information. 
"Form, fit, and function data" means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software. 
"Limited rights" means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause. 
"Limited rights data" means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications. 
"Restricted computer software" means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software. 
"Restricted rights," as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software. 
"Technical data" means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 403(8)). 
"Unlimited rights" means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so. 
(b) Allocation of rights. 
(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in- 
(i) Data first produced in the performance of this contract; 
(ii) Form, fit, and function data delivered under this contract; 
(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and 
(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause. 
(2) The Contractor shall have the right to- 
(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause; 
(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause; 
(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and 
(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause. 
(c) Copyright- 
(1) Data first produced in the performance of this contract. 
(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract. 
(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number). 
(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government. 
(2) Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor- 
(i) Identifies the data; and 
(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract. 
(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data. 
(d) Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except- 
(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations); 
(2) As expressly set forth in this contract; or 
(3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer. 
(i) The Contractor agrees not to establish claim to copyright, publish or release to others any computer software first produced in the performance of this contract without the Contracting Officer's prior written permission. 
(ii) If the Government desires to obtain copyright in computer software first produced in the performance of this contract and permission has not been granted as set forth in paragraph (d)(3)(i) of this clause, the Contracting Officer may direct the contractor to assert, or authorize the assertion of, claim to copyright in such data and to assign, or obtain the assignment of, such copyright to the Government or its designated assignee. 
(iii) Whenever the word "establish" is used in this clause, with reference to a claim to copyright, it shall be construed to mean "assert". 
(e) Unauthorized marking of data. 
(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 253d, the following procedures shall apply prior to canceling or ignoring the markings. 
(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings; 
(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions. 
(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer's decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer's determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed. 
(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder. 
(3) Except to the extent the Government's action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract. 
(f) Omitted or incorrect markings. 
(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data. 
(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractor's expense. The Contracting Officer may agree to do so if the Contractor- 
(i) Identifies the data to which the omitted notice is to be applied; 
(ii) Demonstrates that the omission of the notice was inadvertent; 
(iii) Establishes that the proposed notice is authorized; and 
(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice. 
(3) If data has been marked with an incorrect notice, the Contracting Officer may- 
(i) Permit correction of the notice at the Contractor's expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or 
(ii) Correct any incorrect notices. 
(g) Protection of limited rights data and restricted computer software. 
(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall- 
(i) Identify the data being withheld; and 
(ii) Furnish form, fit, and function data instead. 
(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software. 
(3) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the delivery of limited rights data, or the Contracting Officer may require by written request the delivery of limited rights data that has been withheld or would otherwise be entitled to be withheld. If delivery of that data is required, the Contractor shall affix the following "Limited Rights Notice" to the data and the Government will treat the data, subject to the provisions of paragraphs (e) and (f) of this clause, in accordance with the notice: 
Limited Rights Notice (Dec 2007) 
(a) These data are submitted with limited rights under Government Contract No. TBD (and subcontract ______, if appropriate). These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure:
(i) Use (except for manufacture) by support service contractors.

(ii) Evaluation by nongovernment evaluators.

(iii) Use (except for manufacture) by other contractors participating in the Government's program of which the specific contract is a part.

(iv) Emergency repair or overhaul work.

(v) Release to a foreign government, or its instrumentalities, if required to serve the interests of the U.S. Government, for information or evaluation, or for emergency repair or overhaul work by the foreign government.

(vi) or any other legitimate government use
(b) This notice shall be marked on any reproduction of these data, in whole or in part. 
(End of notice) 
(4)(i) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the delivery of restricted computer software, or the Contracting Officer may require by written request the delivery of restricted computer software that has been withheld or would otherwise be entitled to be withheld. If delivery of that computer software is required, the Contractor shall affix the following "Restricted Rights Notice" to the computer software and the Government will treat the computer software, subject to paragraphs (e) and (f) of this clause, in accordance with the notice: 
Restricted Rights Notice (Dec 2007) 
(a) This computer software is submitted with restricted rights under Government Contract No. TBD (and subcontract ________, if appropriate). It may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated in the contract. 
(b) This computer software may be- 
(1) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred; 
(2) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative; 
(3) Reproduced for safekeeping (archives) or backup purposes; 
(4) Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, restricted computer software shall be subject to the same restricted rights; 
(5) Disclosed to and reproduced for use by support service Contractors or their subcontractors in accordance with paragraphs (b)(1) through (4) of this notice; and 
(6) Used or copied for use with a replacement computer and other legitimate government use.
(c) Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in paragraph (b) of this notice. 
(d) Any other rights or limitations regarding the use, duplication, or disclosure of this computer software are to be expressly stated in, or incorporated in, the contract. 
(e) This notice shall be marked on any reproduction of this computer software, in whole or in part. 
(End of notice) 
(ii) Where it is impractical to include the Restricted Rights Notice on restricted computer software, the following short-form notice may be used instead: 
Restricted Rights Notice Short Form (Jun 1987) 
Use, reproduction, or disclosure is subject to restrictions set forth in Contract No. TBD (and subcontract, if appropriate) with ________ (name of Contractor and subcontractor). 
(End of notice) 
(iii) If restricted computer software is delivered with the copyright notice of 17 U.S.C. 401, it will be presumed to be licensed to the Government without disclosure prohibitions, with the minimum rights set forth in paragraph (b) of this clause. 
(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor's obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer. 
(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government. 
(End of clause)

SECTION J
LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS 

J.1	LIST OF ATTACHMENTS (GSFC 52.211-101) (OCT 1988)

The following attachments constitute part of this contract:

Attachment	Description			Date

A		Quality Performance Plan		TBP*

B		IT Security Plan	&		30 days after Contract Award
		Assessment Plans

C		Organizational Conflicts of	30 days after Contract Award
		Interest Avoidance Plan

TBP- To be proposed by offeror

(End of Clause)

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 332999
(2) The small business size standard is 500 employees.
(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) 

SECTION L
INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS 

L.1	LIST OF SECTION L PROVISIONS INCORPORATED BY REFERENCE

52.204-6		DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (OCT 2003)

52.215-1               INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2004)

52.216-27	SINGLE OR MULTIPLE AWARDS (OCT 1995)

(End of provision)

L.2	COMMUNICATIONS REGARDING THIS SOLICITATION (GSFC 52.215‑96) (AUG 2000)

Any questions or comments regarding this solicitation shall cite the solicitation number and be directed to the following Government representative:

Name: Bruce B. Tsai

Phone:    301‑286‑4782
          (collect calls not accepted)

FAX:      301-286-1720

E-Mail:	Bruce.B.Tsai@nasa.gov

*Address:  Goddard Space Flight Center
           Greenbelt, MD  20771
           Attention: Bruce B. Tsai, *Mail Code 210.3    

*(Note:   Must be complete, including Mail Code, on all transmittals.)

The Government will answer relevant and appropriate questions regarding this solicitation.  Any offeror questions should be submitted as soon as possible.

(End of provision)

L.3	SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (52.214-34) (APR 1991)

Offers submitted in response to this solicitation shall be in the English language. Offers received in other than English shall be rejected.

(End of provision)

L.4	NOTICE OF PRIORITY RATING FOR NATIONAL DEFENSE USE (52.211-14) (SEP 1990) 

Any contract awarded as a result of this solicitation will be DO-C9 rated order certified for national defense use under the Defense Priorities and Allocations System (DPAS) (15 CFR 700), and the Contractor will be required to follow all of the requirements of this regulation. 

(End of provision)

L.5	 SUBMISSION OF OFFERS IN US CURRENCY (52.214-35) (APR 1991) 

Offers submitted in response to this solicitation shall be in terms of U.S. dollars. Offers received in other than U.S. dollars shall be rejected.

(End of provision)

L.6	TYPE OF CONTRACT (52.216-1) (APR 1984) 

The Government contemplates award of multiple Firm Fixed Price Indefinite Delivery Indefinite Quantity contracts resulting from this solicitation.

(End of provision) 

L.7	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:

Dock Master
Goddard Space Flight Center
Greenbelt, MD  20771
Building 16W Shipping and Receiving Dock
 
Prominently mark the envelope or package as follows:
 
Protest: Solicitation Number NNG08179684R 
Attn: Bruce B. Tsai, Contract Specialist
GSFC Mail Code 210.3
Contracting Officer Phone No. (301) 286-4782

Note: The Building 16W Shipping and Receiving dock is open from 7:30AM to 3:30PM, Monday through Friday, except Government holidays.  Contractor personnel conduct the GSFC receiving function, which includes mailroom operations.  Protests will be marked with the date and time of receipt, subjected to security screening, secured, and delivered unopened to the Contracting Officer.
 
There is public access to the Building 16W Shipping and Receiving Dock.  GSFC passes, badges, escorts, etc. are not required for access to the receiving dock.

(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.8	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.9	PROPOSAL PREPARATION—GENERAL INSTRUCTIONS

It is NASA's intent, by providing the instructions set forth below, to solicit information that will demonstrate the offeror's competence to successfully complete the requirements specified in the Statement of Work (SOW), SECTION C.1 and Representative Delivery Orders Package with Drawings, Enclosure 1.  Generally, the proposal should:

•	Demonstrate understanding of the overall and specific requirements of the proposed contract.
•	Convey the company's capabilities for transforming understanding into accomplishment.
•	Present in detail, the plans and methods for so doing.
•	Present the costs associated with so doing.

In the event that other organizations are proposed as being involved in conducting this work, their relationships during the effort shall be explained and their proposed contributions shall be identified and integrated into each part of the proposal, as appropriate.

***As part of the Request for Proposal, the offer shall respond to how they would approach several Representative Delivery Orders (See L.12).  THE OFFEROR IS NOT TO PERFORM ANY ACTUAL WORK OR PRODUCE ANY DELIVERABLES ON THE REPRESENTATIVE DELIVERY ORDERS IN RESPONSE TO THE RFP!***
(a)  	PROPOSAL FORMAT AND ORGANIZATION

(1)  Offerors shall submit proposals in four volumes as specified below: 

Volume	Title	Copies	
I	Offer Volume	Original plus two Hard Copies and two electronic copies 	
II	Mission Suitability Volume	Original plus four Hard Copies and two electronic copies	
III	Price Volume 	Original plus two Hard Copies, one additional copy to DCAA and two electronic copies	
IV	Past Performance Volume	Original plus four Hard Copies and two electronic copies	

(2) Offerors and proposed subcontractors, shall forward one (1) copy of their Price Proposal, marked “Enter correct number/NASA Proposal Evaluation Material”, to their cognizant Defense Contract Auditing Administration (DCAA) office.  A copy of the proposal transmittal letter to DCAA shall be forwarded to the Contracting Officer for each price proposal (prime and significant subcontractors) responding to this RFP.

(3)  All pages of Volumes I, II, III, and IV shall be numbered and identified with the offeror’s name, RFP number and date.  Subsequent revisions, if requested, shall be similarly identified to show revision number and date.  A table of contents shall be provided with figures and tables listed separately.  

(4)  Two electronic copies of the offeror’s proposal, designating one as “back-up,” shall be submitted (in addition to the hardcopies specified above) in Microsoft Word and Excel (Windows 2000).  Price proposal charts shall use Microsoft Excel 2000 for Windows.  Electronic files of Volumes I, II, III, and IV shall be on virus free CD-ROM (CD-R format) discs with an external label indicating:  (1) the name of the offeror, (2) the RFP number, (3) the format and software versions used, (4) a list of the files contained on the disk and (5) date of the information.  In the event of any inconsistency between data provided on electronic media and hard copies, the hard copy data will be considered to be correct.

(5)  The format for each proposal volume shall parallel, to the greatest extent possible, the format of the evaluation factors and subfactors contained in Section M of this solicitation.  The proposal content shall provide a basis for evaluation against the requirements of the solicitation. Each volume of the proposal shall specify the relevant evaluation criteria being addressed, if appropriate.

(6)  Information shall be precise, factual, detailed and complete.  Offerors shall not assume that the evaluation team is aware of company abilities, capabilities, plans, facilities, organization or any other pertinent fact that is important to accomplishment of the work as specified in the SOW.  The evaluation will be based primarily on the information presented in the written proposal.  The proposal shall specifically address each listed evaluation factor and subfactor. 

(b)	PROPOSAL CONTENT AND PAGE LIMITATIONS

(1)  The following table contains the page limitations for each portion of the proposal submitted in response to this solicitation.  Additional instructions for each component of the proposal are located in the contract provision noted under the Reference heading.

Proposal Component	
Volume	
Reference	Page Limitations	
Offer Volume	I	L.11	None	
Mission Suitability Volume	II	L.12	 30  Pages	
(a) Cover Page, Indices, and Quality Performance Plan (QPP)			Excluded	
(b) Deviations & Exceptions			Excluded	
Price Volume	III	L.13	Mixed	
(a) Cost Exhibits 1 through 4			None	
(b) Basis of Estimates 			10 Pages per RDO*	
(c) Deviations/Exceptions			Excluded	
Past Performance Volume	IV	L.14	Mixed	
(a) Information from the Offeror			10 Pages**	
(b) Cover Page, Indices, Past Performance Questionnaires, Customer Evaluations, Termination/Descope, Safety Information, and List of Acronyms			Excluded	
(c) Deviations & Exceptions			Excluded	
 
*Prime and each significant subcontractor(s)
**Prime and each significant subcontractor(s)

(2)	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.  Line spacing or the amount of vertical space between lines of text shall not be less than single line (Microsoft Word’s default line spacing).  Character spacing shall be “Normal”, not “Expanded” or “Condensed.”  The margins may contain headers and footers, but shall not contain any proposal content to be evaluated.  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.
Volumes I, II, III, and IV shall be separately identified. Diagrams, charts, tables, artwork, and photographs may be reduced and, if necessary, run landscape or folded to eliminate oversize pages.  Text in Diagrams, charts, tables, artwork, and photographs shall be no smaller than 10 point.  Diagrams, charts, tables, artwork, and photographs shall not be used to circumvent the text size limitations of the proposal.
(3)  Title pages, tabs, and tables of contents are excluded from the page counts specified in paragraph (1) of this provision (as well as other documents specified in table (b)(1) above).  In addition, the Price volume of your proposal is not page limited, except for the 10 pages limit per RDO for the Basis of Estimate (BOE) section.  However, this volume is to be strictly limited to cost and price information.  Information that can be construed as belonging in one of the other volumes of the proposal will be so construed and counted against that volume's page limitation.

(4)  The Government intends to evaluate proposals and award contract(s) without discussions with offerors (except clarifications as described in FAR 15.306(a)). Therefore, the offeror's initial proposal should contain the offeror's best terms from a cost or price and technical standpoint. The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary.   If discussions are held and final proposal revisions are requested, the Government will specify separate page limitations in its request for that submission.

(5)  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 in accordance with NFS 1815.204-70(b).

(End of provision)

L.10 	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, NASA Code H, Washington, DC 20546-0001.
 
(End of provision)

L.11	OFFER VOLUME

This must be a separate volume.

(a)	STANDARD FORM (SF) 33, OFFEROR FILL INS AND SECTION K

Blocks 12 through 18 of the SF 33 and the indicated Offeror required fill-ins in Sections B-K must be completed.  The signed SF33 and the pages with the required fill-ins must be submitted.  Annual representations and certifications shall be completed electronically in accordance with provision K.1, Annual Representations and Certifications (52.204-8).  The balance of the solicitation need not be returned unless the Offeror has made changes to other pages that will constitute part of the contract.  Any such changes must be separately identified in the Summary of Exceptions.   All SF 33s require original signatures.

(1)	It is requested that Offerors indicate, in Block 12 of the SF 33, a proposal validity period of  120 days.  However, in accordance with paragraph (d) of FAR provision 52.215-1, “Instructions to Offerors--Competitive Acquisitions”, a different validity period may be proposed by the Offeror.

(2)	Provide the names and phone numbers of persons to be contacted for clarification of questions of a technical nature and business nature.  Identify any consultants and/or subcontractors used in writing this proposal (if any) and the extent to which their services will be available in the subsequent performance of this effort.

The contract schedule refers to TBD and TBP.  They are defined as follows:

TBD = TO BE DETERMINED BY THE GOVERNMENT
TBP = TO BE PROPOSED BY THE CONTRACTOR

(b)	SUMMARY OF EXCEPTIONS

Include a statement of acceptance of the anticipated contract provisions and proposed contract schedule, or list all specific exceptions to the terms, conditions, and requirements of Sections A through J of this solicitation, to the Representations and Certifications (Section K) or to the information requested in Section L.  Include the reason for the exception, or refer to where the reason is addressed in the proposal.  This list must include all exceptions, both “business” and “technical”.  

Include any new terms, conditions or clauses proposed by the Offeror which are of benefit to the Government.  Discuss the benefit to the Government in Volume I, II, III, or IV as appropriate.  

Offerors are cautioned that exceptions or new terms, conditions, or clauses may result in a determination of proposal unacceptability (NFS 1815.305-70), may preclude award to an Offeror if award is made without discussions, or may otherwise affect an Offeror’s competitive standing.

(c)	ADDITIONAL INFORMATION TO BE FURNISHED

(1)  Business Systems 

State whether all business systems, including but not limited to accounting, property control, purchasing, estimating, and employee compensation, which require Government acceptance or approval (as applicable) are currently accepted/approved without condition.
 
Provide the date of acceptance/approval for each system and the cognizant contract administration office.  Explain any existing conditional acceptances/approvals and the compliance status of any systems(s) for which acceptance or approval is currently withheld.

(2)  Contract Administration

Furnish the information listed below:

a. Cognizant Government audit agency with mailing address, email address, telephone number, and fax number.

b. Cognizant Government inspection agency with mailing address, email address, telephone number, and fax number.

c. Cognizant Government Administrative Contracting Officer by name with mailing address, email address, telephone number, and fax number.

(3)  Responsibility Information 

Provide information addressing all of the elements under FAR 9.104 to demonstrate responsibility (address the elements under this section that are not addressed in another proposal volume).

(4)	Taxpayer Identification Number

Prime offerors shall provide their Taxpayer Identification Number (TIN) (the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns).  

(5)  Other Information to be Provided

Provide a copy of a SBA approved joint venture agreement compliant with 13 CFR 124.513, if applicable.

In accordance with NFS 1852.237-72, Access of Sensitive Information, Offerors shall provide a preliminary analysis of possible organizational conflicts of interest that might flow from the award of this contract.  Within 30 days after contract award, the successful contractor shall submit for NASA approval a comprehensive Organizational Conflicts of Interest Avoidance Plan.  This comprehensive plan shall incorporate any previous studies performed, shall thoroughly analyze all organizational conflicts of interest that might arise because the Contractor has access to other companies' sensitive information, and shall establish specific methods to control, mitigate, or eliminate all problems identified.  The Contracting Officer, with advice from Center Legal Counsel, shall review the plan for completeness and identify to the Contractor substantive weaknesses and omissions for necessary correction.  Once the Contractor has corrected the substantive weaknesses and omissions, the Contracting Officer shall incorporate the approved plan into the contract, as a compliance document.

(End of Provision)

L.12	MISSION SUITABILITY PROPOSAL INSTRUCTIONS (COMPETITIVE)

Contents of Mission Suitability Proposal Instructions

1. General Instructions
2. Mission Suitability Proposal Format
3. Mission Suitability Instructions by Subfactor
4. Offeror Deviations/Exceptions

1. General Instructions

The Mission Suitability Proposal shall be specific, detailed, and provide all the information requested by these instructions.  The Mission Suitability Proposal must demonstrate that the offeror understands the requirements and has the ability to meet the requirements.  General statements such as the "requirements are understood" or "standard procedures will be employed" are not adequate.  Also, restatement or paraphrasing of the requirements shall be avoided.  Information previously submitted, if any, shall not be considered unless it is resubmitted as part of the proposal.  It must not be incorporated by reference.

The offeror must identify and discuss the risk factors associated with accomplishment of the requirements of the contemplated contract.  This must be done as appropriate in the Mission Suitability Proposal.  Risk factors may be those inherent in the work, unique to the offeror's chosen approach, and must include any risk factors that are specifically identified by the Government in this solicitation.  General areas of possible risk that are of concern to NASA are technical, schedule, cost, safety, occupational health, security (including personnel, information technology), export control and environmental risks.  The identification of risks is the responsibility of the offeror.  However, these instructions may include Government identified risks that the offeror must also address.  The offeror's discussion of a risk factor shall provide the offeror's approach to managing the risk--the probability of the risk, impact and severity, time frame and risk acceptance or mitigation.

2. Mission Suitability Proposal Format

 The Mission Suitability Proposal must be divided and presented by each Mission Suitability subfactor as follows:

Subfactor A--Technical Approach
Subfactor B—Representative Delivery Order (RDO) Approach
Subfactor C--Management Approach
Subfactor D--Corporate Capabilities
Offeror Deviations/Exceptions
This must be a separate proposal volume.

3. Mission Suitability Instructions by Subfactor

1.	Subfactor A: Technical Approach
The Technical Proposal must include a discussion of your approach to meeting the requirements of the contemplated contract. The technical approach shall be specific, detailed, and complete enough to clearly and fully demonstrate that you understand the requirements as specified in the Statement of Work and the process involved in fulfilling the requirements.  The Technical Proposal must be sufficient as to how you propose to comply with the applicable specifications, including a full explanation of the techniques and procedures you propose to follow. 
The technical approach shall also include a Quality Performance Plan. Your plan shall describe the proposed quality system, explaining how it shall be applied to reduce program risk, specifically addressing (as a minimum) the quality system’s role in design and development, manufacturing planning, assembly and key program events and requirements. Your Plan shall address your system and company resources dedicated to maintaining and monitoring a higher-quality performance plan. Your Plan must include a relational matrix comparing, in detail, the proposed quality system with each of the elements of ANSI/ASQC Q9001-1994. Describe, in detail, any differences between the proposed quality system and ANSI/ASQC Q9001-1994.  The Quality Performance Plan shall be incorporated as an attachment to the contract.
Briefly describe your safety approach including details on any OSHA mishaps and safety violations.
2.	Subfactor B: Representative Delivery Order (RDO) Approach
The offeror shall provide their technical approach to each Representative Delivery Order (RDO) included as Enclosure 1 to this solicitation.  In accordance with the Ordering Procedures and Schedule of Rates clauses of this RFP, offerors shall provide a description detailing the process involved in fulfilling each individual RDO, labor categories, projected hours, other pricing categories, additional resources, Government interface, the flow of activities from start to completion (including time line), and any other information required to determine the adequacy and reasonableness of the offeror’s plan.  The plan must be specific, detailed, and complete to demonstrate a clear and full understanding of the objectives; potential technical problems, risks, and critical issues; and possible problem mitigation/resolution.  Any assumptions made in preparing a response to each RDO must be clearly stated.
3.	Subfactor C: Management Approach
A.	Describe the manner in which the Goddard Space Flight Center (GSFC) Manufacturing, Assembly, and Drafting Orders are to be introduced, planned, scheduled and monitored through your facility. If applicable, flow charts shall be provided which show the proposed path of a GSFC delivery order through your company. Your plan must reflect any proposed subcontract arrangements used to accomplish the work.  Approximately 40% of the items fabricated under this contract are considered critical to launch and/or ground operations. Describe your plan for facilitating the requirement for quick reaction time and technical interchanges for work in progress.  
B.	Describe a Liaison relationship with GSFC detailing the method by which you intend to interface with GSFC.
i.	Describe the position of the responsible individual (contractor technical representative) in the organizational structure that shall facilitate all liaison functions. Describe your liaison’s degree of authority within the organization and their ability to control essential resources/functions necessary to accomplish work.
C.	Describe the organizational structure and the management methods to be employed for the technical management of this proposed contract.
Provide an organizational chart(s) and sufficient supplemental narrative to fully describe the following:
i.	Organization proposed for carrying out the project showing interrelationship of technical management, business management, and subcontract management. Describe the authority for operation and management, from lower levels through intermediate management to top-level management with detailed explanation of:
a.	How and by whom interdepartmental work shall be monitored and the authority of the program manager over interdepartmental work. Process to be followed by the program manager in obtaining decisions beyond his/her authority and in resolving priority conflicts for resources/functions not under the program manager’s direct control such as personnel, finances, and facilities.
ii.	Contractual procedures proposed for the project to effect administrative and engineering changes, describing any difference from existing procedures.
3.	Subfactor D: Corporate Capabilities
Corporate Capabilities includes facilities and personnel. Discuss all operational facilities, equipment and critical positions you are proposing for this effort.

Provide a list and description of critical positions based on the work areas listed below; these critical positions shall be positions that you deem necessary to accomplish the requirements of this contract.  The identified critical position(s) shall include a position description(s), qualification(s), and justification(s). Complete clause H.2 Schedule of Rates and position descriptions.  Denote for each whether the prime responsibilities are technical, supervisory or managerial.

List all operational equipment at your fabrication facility suitable for performing manufacturing delivery orders under this contract. Historically, numerical controlled and conventional machine tools have been seen as necessary to meet the extremely short delivery deadlines requirements. Equipment capabilities in the areas of machining, sheet-metal fabrication and welding historically utilized are provided. 

Provide a list of all operational numerical controlled and conventional machine tools in your primary facility. Provide all information about your equipment which will enable your capabilities to be fully evaluated. Your equipment list shall be in a similar format and to the level of detail as provided. Indicate any equipment capabilities you consider equal or better to the sample listing. Brand names of equipment may be included; however, the emphasis of your information shall be the performance capabilities of your machines.
A.	Machining – 
1.	Large 3 axis CNC (Computer Numerically Controlled) Machining Center with capacity of 120 x 48x 24 inches. Rotary table attachment of at least 30 inch diameter to provide 4th axis when required.
2.	Intermediate 3 axis CNC Machining Center with capacity of 40 x 20 x 20 inches. Rotary table attachments of at least 15 inch diameter to provide the 4th axis when required.
3.	Large 2-axis NC (Numerically Controlled) machining center with minimum capacity of 96 x 36 inches.
4.	Small NC Machining Centers with minimum capacity 20 x 16 x 12 inches.
5.	CNC lathe; capacity 10-inch swing.
6.	Precision NC bar and chucking lathe, capacity 10-inch swing.
7.	Large conventional gap lathe, 60-inch swing, with taper and threading capabilities.
8.	Conventional tool room quality engine lathes, minimum 15 inch swing.
9.	Conventional tool room quality lathes, minimum 12 inch swing.
10.	Horizontal boring mill, capacity 48 x 36 x 30 inches, with 3-axis digital readout.
11.	Milling machines, capacity 9 x 9 x 18 inches or larger.
12.	CNC traveling wire EDM machine, capacity 20 x 12 x 10 inches or larger low recast RAMEDM capaiblies
B.	Sheet-metal Fabrication
1.	4-inch diameter rolls, 3/32” thick steel capacity x 4 foot long.
2.	8 ft to 10 ft. capacity punch.
3.	48” Brake
4.	48” Shear
C.	Welding
1.	AC/DC Tungsten-Inert Gas Welding Machine, minimum capacity 300 amperes.
2.	Metal-Inert Gas Welding Machine, minimum capacity 300 amperes.
3.	Acorn type welding table with hold down clamps, minimum size 48 x 96 inches.
4.	Stress-relieving oven, capacity 48 x 48 x 24 inches.
5.	Helium mass spectrometer leak detector capable of measuring leak rates of 1 x 10-9 std. cc/sec, or less.
D.	Miscellaneous Facilities and Equipment
The following auxiliary tools have historically been utilized.  Provide a listing of your specialized facilities and equipment in your fabrication facility.  Your list shall be in a similar format and to the level of detail as provided. Indicate any of your equipment/facilities you consider to have comparable capabilities.
1.	Jig Grinder
2.	Jig Boring Machine
3.	Vibratory Deburring Machine
4.	Grit Blasting Equipment
5.	Painting Facility
6.	Electroplating/Cleaning Facility
7.	Heat Treating Facility
E.	Inspection Facility
Discuss your operational dimensional inspection facility. List any of your equipment/facilities, such as inspection room(s), temperature control, certified gages and instruments, which you consider to comply with ANSI/ASQC Q9001-1994. Provide a matrix comparing the proposed inspection facility with the requirements of ANSI/ASQC Q9001-1994.
F.	Assembly
Discuss your operational facilities and equipment to perform assembly of structures and mechanisms for the following:
1.	Structural Assembly – Provide information about your structural assembly area (dimensions/square footage), hoisting equipment (include tonnage capability) and tools (hand and measuring).
2.	Mechanism Assembly – Provide information about your mechanism assembly area (dimensions/equipment), hand tools and precision measuring tools.
4. Deviations\Exceptions (Mission Suitability Proposal)

Identify and explain the reason for any deviations, exceptions, or conditional assumptions taken with respect to these mission suitability proposal instructions or to any of the technical requirements of this solicitation, such as the statement of work and related specifications.

(End of Text)

L.13	 PRICE PROPOSAL INSTRUCTIONS

The Federal Acquisition Regulation (FAR) requires Contracting Officers to purchase supplies and services from responsible sources at fair and reasonable prices. It is expected that adequate price competition will be obtained under this solicitation so that submission of cost or pricing data is not required pursuant to FAR 52.215-20, Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data--Alternate IV. The term “other than cost or pricing data” is defined at FAR 15.402.

1.  Instructions

Direct labor must be estimated on the basis of productive effort.  Productive effort is the estimated number of hours required to perform the work.  Vacations, holidays, sick leave, and any other paid absences shall not be cited as direct labor, but shall be separately identified and priced or included in indirect cost.  

Final monetary extensions in the price proposal may be expressed as the closest whole dollar amount, with cents omitted.

Duty charges, if any shall be included in the cost, regardless of whether or not duty free certificates are obtained

A "subcontract" is any contract, purchase order, material order, interorganizational transfer, etc. that is a direct cost to this acquisition.  The Offeror shall provide sufficient detail to support and explain all costs proposed.  For significant subcontracts expected to exceed 10% of a proposed Representative Delivery Order (RDO) price, the proposed subcontractor shall provide the same pricing exhibits and supporting information that is requested from the prime Offeror.  Prospective significant subcontractors may submit proprietary cost data, under separate cover, directly to the Government no later than the date and time specified in the instructions for receipt of offers for this RFP.

The Offeror shall submit electronic copies of the price proposal charts contained in the referenced exhibits in Microsoft Excel format on CD-ROMs.   Two copies of the CD-ROMs shall be submitted with one copy identified as the backup.  This requirement is in addition to the required hard copies.   The Offeror shall include all formulas in the pricing charts to substantiate the whole dollar amount proposed. The Offeror shall certify that all disks are virus-free.  In the event of any inconsistency between data provided on electronic media and hard copies, the hard copy data will be considered to be correct.

Offerors, including proposed significant subcontractors, shall submit one copy of their price proposal directly to your cognizant DCAA auditing office by the due date specified on the solicitation face page, Standard Form 33, Block.  The name, mailing address, email address, and phone number of the cognizant DCAA office are to be included in the written narrative of the Offer Volume.  Please ensure that all contact information provided is current and correct.
 
All pricing and estimating techniques shall be clearly explained in detail (projections, rates, ratios, percentages, factors, etc.) and shall support the proposed costs in such a manner that audit, computation, and verification can be accomplished.  Also, any experience factors (unit prices, hours, quantities, etc.) and judgmental projections shall be explained.  All past actuals shall show the periods of time and costs in detail when used as a basis for estimating the proposed prices.  

The escalation proposed for labor must be stated along with the actual escalation experienced in the last three years.  Provide a statement of rationale, including the derivation, for the proposed escalation rates.  If escalation is not proposed, explain why.  The offeror shall also discuss the rationale for any escalation proposed for the other cost elements.  The offeror shall also include the company's escalation history for each other cost element experienced in the past three years.   

The Government does not intend to issue a separate order for overall contract program management.  Accordingly, in accordance with the Offeror’s approved accounting system, clearly indicate how program management costs will be captured and charged.  Program management costs must be included in the RDO price estimates in accordance with the instructions in Section 2 below.

The Offeror shall clearly identify and list any cost items that will be routinely direct charged as an Other Direct Cost in all delivery orders.  The supporting rationale associated with these proposed ODC expenses shall also be submitted.

2.  Price Proposal Format

(a)	SCHEDULE OF RATES

Offerors shall complete clause H.2, SCHEDULE OF RATES, for each contract year.  These rates are "not to exceed" bid rates.  During contract performance, offerors will be permitted to propose rates for delivery order Request for Offers at lower rates than are listed in Clause H.2 of this contract.  The labor categories proposed in Clause H.2 must reflect all labor categories and levels within each category anticipated to perform the requirements of the Scope of Work and Representative Delivery Orders and should range from entry level to the most senior level.  Also, if applicable, offerors shall include in Clause H.2 any Other Pricing Categories and rates anticipated to perform the Scope of Work and Representative Delivery Orders and shall clearly identify the rate and base of application (i.e., by hours, units, quantities, etc.).  

In Clause H.2, the prime Offeror shall propose fully-loaded direct labor rates for all labor categories and fully-loaded rates for all other pricing categories listed.  

(b) SUMMARY OF RDO FIRM FIXED PRICES

Exhibit 1 summarizes the firm fixed price proposed for all RDOs.

(c) DIRECT LABOR and other pricing RATE DETAIL

For each contract year, Offerors shall complete Exhibit 2, Direct Labor Rates Detail, which summarizes the unburdened direct labor rates, indirect burden rates, and profit used to derive each loaded direct labor category rate proposed in Clause H.2.  If applicable, offerors shall complete Exhibit 2A, Other Pricing Category Rate Detail, showing, by element of cost, how each of the offeror’s proposed Other Pricing Category loaded rates proposed in Clause H.2 are derived for each contract year.

(d) CONTRACTOR FISCAL YEAR TO CONTRACT YEAR RATE CONVERSATION

Exhibit 3 summarizes the Contractor’s bid rates for Overhead, G&A, and any “Other” indirect rate that are used for pricing the loaded rates in Exhibit 2.  These rates are to be proposed in accordance with the Contractor’s Fiscal Year and approved accounting system.  

(e) REPRESENTATIVE DELIVERY ORDER (RDO) PRICING

Offerors shall complete Exhibit 4 for each of the Representative Delivery Orders.  In this exhibit, Offerors shall include all costs (direct labor, other pricing categories (if applicable) and other direct costs) associated with performing the RDO.  Offerors shall use the "not to exceed" Schedule of Rates proposed in Clause H.2 for pricing all RDOs.  Even though Clause G.2 allows offerors to propose lower rates when responding to Request For Offerors (RFOs), offerors must proposed the “not to exceed” rates in Clause H.2 when completing Exhibit 4 for each RDO.

In addition to the summary price proposal exhibit for each RDO, Offerors shall provide detailed back-up spreadsheets for the following elements of cost:

•	Prime and, if proposed, significant subcontractor(s) direct labor costs, including labor hours, rates, and categories for personnel; 
•	Other Pricing Category costs, if proposed, including basis of application explanation (i.e., units, quantities, hours, etc.);

•	Contract Program Management costs, include and identify, if not included in the loaded rates;

•	Indirect burden(s), if applicable (i.e. Material Handling); and

•	Other Direct Costs (ODCs) (e.g., detailed breakout of materials, equipment, travel, computer services, subcontracts, and/or any other miscellaneous other direct costs.

(f) PRODUCTIVE WORK YEAR CALCULATIONS

Exhibit 5 summarizes the Contractor’s productive work year and how it is calculated.  If exempt and non-exempt employees are proposed, separate exhibits must be provided for each classification.

(g) BASIS OF ESTIMATES (BOE)

The BOEs are for the Representative Delivery Orders only.  Each RDO price proposal shall include a separate BOE section, which as noted previously in Provision L.9, shall not exceed 10 pages per RDO.  The Offerors shall give the Government insight into the cost estimating thought processes and methodologies used by the Offeror in estimating the quantities of labor hours/costs, other pricing categories/costs, other direct costs, etc. required for successful performance of each RDO.  Emphasis should be placed on a description of the cost estimating processes and methodologies themselves, and how these relate to the RDO technical approach described in the proposal.  

As a minimum, include the following information in the BOE in the format that is most convenient, preferably the format which shall be used for the actual contract performance:

•	Narrative explaining how you arrived at your estimate of labor hours and/or other pricing category units, including: if your estimate was based on similar program(s), in which case, identify and provide a brief reason why the programs are similar; a standard, in which case, identify the standard and explain if it is from the industry, your company, or a product; or engineering judgment, in which case, explain the philosophies used.

•	Complexity factors utilized--all factors must be identified

•	Use of any other cost-estimating relationships

•	How subcontracts were estimated.  Please note if you have experience with the proposed subcontractor(s), if utilized.  For any significant subcontract that has a potential estimated value in excess of the threshold stated in Section 1 instructions above, BOEs must be provided for that significant subcontract following the above specified format.
 
•	An explanation of how all materials, computer services, travel, equipment, and other direct costs were estimated.  

3.  Deviations/Exceptions (Price Volume)

Explain any deviations, exceptions, or conditional assumptions taken with respect to the price volume instructions or requirements.  Any deviations, exceptions, etc. must be supported by sufficient amplification and justification to permit evaluation.

(End of provision)

L.14	  PAST PERFORMANCE VOLUME

An Offeror’s past performance record indicates the relevant quantitative and qualitative aspects of performing services or delivering products similar in size, content, and complexity to the requirements of this acquisition.  The information requested below is anticipated to be sufficient for purposes of the evaluation of past performance.  However, Offerors may submit additional information at their discretion if they consider such information necessary to establish a record of relevant past performance.  Refer to FAR 15.305(a)(2)(iii).  

The Offeror shall provide, at a minimum, the following information in support of its proposal to facilitate the evaluation of your company experience and past performance as a whole and as related to the requirements of the proposed contract.

(a)	INFORMATION FROM THE OFFEROR

Offerors and any proposed significant subcontractor(s) [defined as any subcontract that is likely to exceed 10% of a proposed Representative Delivery Order (RDO) price shall furnish the following information for all of your three (3) most recent contracts or subcontracts (completed and ongoing) for similar efforts that your company has had within the last three (3) years.   Indicate which contracts/subcontracts are most related (i.e. similar in technical requirements and complexity) and how they are related to the proposed effort, as well as which contracts/subcontracts were performed by the division of your company (if applicable) that will perform the proposed contract/subcontract.

•	Customer's name, address, and telephone number of both the lead contractual and technical personnel most familiar with the offeror’s performance record.  (Please verify the telephone numbers provided are current and correct).

•	Contract number, type, and total original and present or final contract value.

•	Date of contract, place(s) of performance, and delivery dates or period of performance.

•	Brief description of contract work and comparability to the proposed effort.  It is not sufficient to state that it is comparable in magnitude and scope.  Rationale must be provided to demonstrate that it is comparable.

•	Method of acquisition: competitive or noncompetitive.

•	Nature of award: initial or follow-on.  If initial, indicate whether award was preceded by a Government, customer, or offeror financed study.

•	Identify and explain major technical problems and how they were overcome. List any major deviations or waivers to technical requirements that were granted by the customer. 

•	Identify and explain completion successes and delays, including adherence to program schedules. Provide an assessment of the performance (technical and schedule) on these past programs and support these assessments with metrics such as award or incentive fees earned. 

•	Cost management history; identify and explain any cost overruns and underruns, and cost incentive history, if applicable. 

•	Average number of personnel on the contract per year and percent turnover of personnel per year.

•	Recent customer evaluations of past performance including Award Fee Evaluation results, Fee Determination Official letters, Annual Performance Evaluation Forms, etc. (Excluded from the page limitation).

•	Statement of contract past safety performance and a record of your company’s OSHA recordable injuries and illnesses for the past 3 years (Excluded from the page limitation).

List any contracts terminated (partial or complete) within the past 5 years and basis for termination (convenience or default). Include the contract number, name, address, and telephone number of the terminating officer (please verify telephone numbers).  Include contracts that were "descoped" by the customer because of performance or cost problems.

 (b)	PRIOR CUSTOMER EVALUATIONS (PAST PERFORMANCE QUESTIONNAIRES)

The offeror and any proposed significant subcontractor(s) [as defined in paragraph (a)] shall provide the questionnaires provided as Enclosure 2 to each of the above references to establish a record of past performance.  The Offeror shall instruct each of its references to return the questionnaire directly to the Government in a sealed envelope.  The questionnaire respondent shall be a representative from the technical customer and/or responsible Contracting Officer with direct knowledge of your firm's performance.  If possible, the Offeror and any proposed significant subcontractor(s) shall provide questionnaires to customers from NASA contracts, other Government contracts, and commercial contracts.  For proposed significant subcontractor(s), references shall concern only work performed by the subcontractor’s business entity that will perform the work under this contract, if awarded.  

The Offeror is responsible for ensuring that the questionnaire is completed and submitted directly to the NASA Goddard Space Flight Center Contracting Officer no later than the closing date of this solicitation designated in Block 9 of the SF 33:

NASA Goddard Space Flight Center
Attn:  Bruce B. Tsai, Code  210.3
Greenbelt, MD 20771
Telephone:  301-286-4782
FAX:  301-286-1720

The Offeror shall include a list of those to whom the questionnaires were sent, including name of individual, phone number, organization, and contract number.  Offerors shall include in their proposal the written consent of their proposed significant subcontractors to allow the Government to discuss the subcontractors' past performance evaluation with the Offeror.

(c)	SUMMARY OF DEVIATIONS/EXCEPTIONS (PAST PERFORMANCE PROPOSAL)

Identify and explain the reason for any deviations, exceptions, or conditional assumptions taken with respect to these Past Performance Proposal instructions.

(End of provision)

L.15	PROPOSAL MARKING AND DELIVERY

(Offeror:  You MUST comply with these instructions to ensure that the designated receiving office can identify, date and time mark, secure, and deliver your proposal to the Contracting Officer.)

1. External Marking of Proposal Package(s)

All proposal packages must be closed and sealed.

The required mailing address and external marking for proposals is as follows:

"Goddard Space Flight Center
Greenbelt, MD  20771
Building 16W—Shipping and Receiving Dock
Solicitation Number NNG08179684R
Attn:  Bruce B. Tsai
Building 11, Room S215G
PROPOSAL--DELIVER UNOPENED"

Suggested additional marking if delivery is made by a commercial delivery service:

"COMMERCIAL DELIVERY PERSONNEL:  THIS PROPOSAL MUST BE DELIVERED TO THE DOCK MASTER, BUILDING 16W SHIPPING AND RECEIVING DOCK, NO LATER THAN (OFFEROR—ENTER DATE AND TIME).”

2. Designated Receiving Office

The designated receiving office for proposals is the Shipping and Receiving Dock, Building 16W, Goddard Space Flight Center, which must be accessed from Hubble Road off of Soil Conservation Road, north from Greenbelt Road.  Proposals must be received at the designated receiving office no later than the date and time stated on the solicitation face page.

The Building 16W Shipping and Receiving dock is open from 7:30AM to 3:30PM, Monday through Friday, except Government holidays.  Contractor personnel conduct the GSFC receiving function, which includes mailroom operations. Proposals will be marked with the date and time of receipt, subjected to security screening, secured, and delivered unopened to the Contracting Officer.

There is public access to the Building 16W Shipping and Receiving Dock.  GSFC passes, badges, escorts, etc. are not required for access to the receiving dock.

3. Methods of Proposal Delivery

There are three suggested methods of delivery to the designated proposal receiving office:

U.S. Postal Service Express Mail
Commercial Delivery Service
Delivery by company employee or other individual agent

Regardless of the method of delivery chosen, the offeror is responsible for delivery of the proposal to the designated receiving office no later than the date and time stated on the face page of the solicitation.

(End of Text)

SECTION M
EVALUATION FACTORS FOR AWARD 

M.1	SOURCE SELECTION AND EVALUATION FACTORS—GENERAL

1. Source Selection

This competitive negotiated acquisition shall be conducted in accordance with FAR 15.3, “Source Selection”, and NASA FAR Supplement (NFS) 1815.3, same subject.  The Source Evaluation Board procedures at NFS 1815.370, “NASA formal source selection will not apply.

The attention of offerors is particularly directed to NFS 1815.305, “Proposal evaluation” and to NFS 1815.305-70, “Identification of unacceptable proposals”.

A trade-off process, as described at FAR 15.101-1, will be used in making source selection.

2. Evaluation Factors and Subfactors

The evaluation factors are Mission Suitability, Price, and Past Performance.  These factors, as described at NFS 1815.304-70, will be used to evaluate each proposal.  Section M provides a further description for each evaluation factor, inclusive of subfactors.  Only the Mission Suitability factor is numerically scored.

3. Relative Order of Importance of Evaluation Factors

The Cost/Price Factor is significantly less important than the combined importance of the Mission Suitability Factor and the Past Performance Factor.  As individual Factors, the Past Performance Factor is less important than the Mission Suitability Factor but more important than the Price Factor.

(End of provision)

M.2	MISSION SUITABILITY FACTOR

1. Description of Mission Suitability Subfactors

Under Mission Suitability, there are four subfactors.  These are Understanding of the Requirement, Representative Delivery Orders, Management Plan, and Corporate Capabilities.  Point scoring will be to the subfactor level.  The Mission Suitability Subfactors are as follows:

A.	Understanding of the Requirement 

This subfactor will be used to determine how thoroughly the offeror understands the need and objectives of the technical requirements.  The Government will evaluate the offeror’s understanding and technical approach to meet the needs, technical difficulties, and objectives of the Statement of Work (SOW).  The Government will evaluate the effectiveness of the offeror’s proposed techniques and procedures.  

The offeror’s Quality Performance Plan will be evaluated for completeness.  The offeror’s compliance with ISO standards identified in the SOW and Clause E.6 will be evaluated to ensure compliance is integrated into the offeror’s Quality Performance Plan.  The offeror’s procedures for implementing its Quality Management System will be evaluated to ensure that the organization’s methods are adequate.  The offeror’s methodology for continuous improvement, process performance measures, and any other corporate process initiatives will be evaluated to determine if the offeror is continually evaluating its own performance to ensure quality services are provided. 

The Government will evaluate the merit and effectiveness of the offeror's safety approach and record.

B.	Representative Delivery Orders (RDO)

The offeror’s response to all the Representative Delivery Orders (RDOs), presented in Enclosure 1, will serve as a basis for the evaluation of how the offeror will carry out specific delivery orders associated with the SOW.  The offeror’s description on how it will implement and staff the RDOs will be evaluated.  The Government will evaluate the offeror on how well it demonstrates an understanding of the delivery order’s objectives and problems.

In the evaluation of the RDOs, the Government will consider the following:
•	Thoroughness of the offeror’s response to the RDO including technical approach and schedule;
•	Adequacy of the proposed staffing plan, including skill mix and level of staffing needed to accomplish the objectives;
•	Adequacy of the additional resources necessary to successfully complete the delivery order.  
•	Completeness and accuracy in the identification of critical issues, including risk identification and mitigation, and reasonableness of the basis for any proposed assumptions.

C.	Management Plan

The Government will evaluate the effectiveness of the offeror’s delivery order management system and processes for the ability to respond quickly and efficiently to the requirements of this procurement.  The Government will evaluate the effectiveness of the offeror’s proposed processes to manage multiple and/or critical delivery orders.  The Government will evaluate the offeror’s basis for subcontracting and the management procedures for monitoring and controlling those arrangements.

The offeror’s delineation of proposed technical and management interaction with GSFC personnel will be evaluated for clarity and effectiveness.

Under this subfactor, the Government will evaluate the clarity, efficiency, and effectiveness of the offeror’s organization structure, operational management, policies, procedures, and techniques proposed to manage the work associated with the contract including administrative and technical changes.

The Government will evaluate the adequacy of proposed risk management techniques.

D.	Corporate Capabilities

The completed clause H.2 Schedule of Rate(s), position description(s), and other pricing categorie(s) will be evaluated for appropriateness based upon the offeror’s technical approach.  The proposed critical positions will be evaluated to determine the offeror’s level of understanding of the contract requirements.

The completed Clause H.2 Schedule of Rates and position descriptions will be evaluated to determine the appropriateness based upon the offeror’s technical approach.  The proposed positions will be evaluated to determine the offeror’s level of understanding of the contract requirements.

The following will be evaluated as an indication of a lack of sound management judgment and/or a lack of understanding of the requirements:

•	Proposing Critical Positions or other positions that are deemed unnecessary or non-critical for effective and efficient contract performance
•	Failing to propose Critical Positions or other positions that are deemed necessary or critical for effective and efficient contract performance.

The offeror will be evaluated on its capability to provide adequate critical facilities, tooling, and equipment needed to perform the requirements of the SOW.

2. Weights and Scoring

In accordance with NFS 1815.304-70(b)(1), the Mission Suitability factor will be weighted and scored on a 100 point scale.

The weights (points) associated with each Mission Suitability factor and subfactor are as follows:

Evaluation Subfactors							Points

Subfactor A- Understanding of the Requirement				075
Subfactor B- Representative Delivery Orders (RDO)				075
Subfactor C- Management Plan						350
Subfactor D- Corporate Capabilities					500

								     __________

						Total			1000

The Mission Suitability subfactors and the total Mission Suitability factor will be evaluated using the adjectival rating, definitions and percentile ranges at NFS 1815.305(a)(3)(A).

The maximum points available for each subfactor will be multiplied by the assessed percent for each subfactor to derive the score for the particular subfactor.  For example, if a subfactor has possible 200 points and receives a percent rating 80, the score for that subfactor would be 160 points.

3. Evaluation Findings

The Government will evaluate proposals by classifing findings as strengths, weaknesses, significant strengths, significant weaknesses, or deficiencies using the following:

Weakness – a flaw in the proposal that increases the risk of unsuccessful contract performance

Significant Weakness – a proposal flaw that appreciably increases the risk of unsuccessful contract performance

Deficiency – a material failure of a proposal to meet a Government requirement or a combination of significant weaknesses in a proposal that increases the risk of unsuccessful contract performance to an unacceptable level

Strength (not in FAR/NFS) – a proposal area that enhances the potential for successful performance or contributes toward exceeding the contract requirements in a manner that provides additional value to the government (this could be associated with a process, technical approach, materials, facilities, etc.).

Significant Strength (not in FAR/NFS) – a proposal area that greatly enhances the potential for successful performance or contributes significantly toward exceeding the contract requirements in a manner that provides additional value to the Government.

(End of provision)

M.3	PRICE EVALUATION FACTOR

A price analysis will be conducted in accordance with FAR 15.305(a)(1).  Price analysis is described at FAR 15.404-1(b).  This analysis is done to ensure that a "fair and reasonable" price is paid by the Government.  However, the analysis is not intended to be protective of the offeror.  This analysis will include the reasonableness of the firm fixed price proposed for each Representative Delivery Order (direct labor categories/hours, other pricing categories, and ODCs) as well as the rates proposed in Clause H.2, Schedule of Rates.   

(End of text)

M.4	PAST PERFORMANCE EVALUATION FACTOR

The Past Performance factor will evaluate each offeror's record (including the record of any significant subcontractors and/or teaming partners) of performing services or delivering products that are similar in size, content, and complexity to the requirements of this solicitation.  The adjective rating assigned to Past Performance (see below) will reflect a subjective evaluation of the information contained in the oral presentation, if applicable; written narrative; past performance evaluation input provided through customer questionnaires; and other references, if any, that the Government will contact for additional past performance information.  Offerors without a record of relevant past performance, or for whom information on past performance is not available, will receive a neutral rating in accordance with FAR 15.305(a)(2)(iv). 

Past Performance Ratings - The 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 following adjectival rating guidelines will be used when assessing both components.  In assessing relevance, the Government will consider the degree of similarity in size, content, and complexity to the requirements in this solicitation, as well as how current is the past performance.  

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; mission success; subcontracting plan goals and small disadvantaged business participation targets, if applicable; 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 rating.  On the other hand, 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. 

Excellent - Of exceptional merit; exemplary performance in a timely, efficient, and economical manner; very minor (if any) problems with no adverse effect on overall performance; and experience that is highly relevant to this procurement. Based on the offeror’s performance record, essentially no doubt exists that the offeror will successfully perform the required effort.

Very Good - Very effective performance; fully responsive to contract requirements; contract requirements accomplished in a timely, efficient, and economical manner for the most part; only minor problems with little identifiable effect on overall performance; and experience is very relevant to this procurement. Based on the offeror’s performance record, little doubt exists that the offeror will successfully perform the required effort.

Good - Effective performance; fully responsive to contract requirements; reportable problems, but with little identifiable effect on overall performance; and experience is relevant to this procurement. Based on the offeror’s performance record, some doubt exists that the offeror will successfully perform the required effort.

Fair - Meets or slightly exceeds minimum acceptable standards; adequate results; reportable problems with identifiable, but not substantial, effects on overall performance; and experience is at least somewhat relevant to this procurement. Based on the offeror’s performance record, substantial doubt exists 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. 

Poor - 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, extreme doubt exists that the offeror will successfully perform the required effort.     

Neutral - no record of relevant past performance or past performance information is not available.

(End of provision)

M.5	OFFER/NO OFFER RESPONSE SHEET

Compliance is requested, but not required.

This page may be used to indicate whether your company intends to submit an offer in response to this solicitation. You may also indicate your intent by E-Mail or FAX.  The E-Mail address is Bruce.B.Tsai@nasa.gov.  The FAX number is (301)286-1720.  If mailed, return the completed page to the individual and address on the face page of this solicitation.

The ____________________________________________ (name of firm)
(/ / intends)  (/ / does not intend) to submit an offer in response to NNG08179684

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Attachment A
Date: TBD

QUALITY PERFORMANCE PLAN

LIST OF ENCLOSURES

Page 1 of 1

1.	Enclosure 1- Representative Delivery Order Package with Drawings and Pricing Exhibits.
2.	Enclosure 2- Past Performance Questionnaire
3.	Enclosure 3- Government Surveillance Plan