RFP NNK08223161R 						SECTION B                                                                                                           

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE

NOTICE:  The following solicitation provisions and/or contract clauses pertinent to this section are hereby incorporated by reference: 

I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
		
CLAUSE NUMBER     TITLE                                                            DATE

             None Incorporated by Reference

II.  NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18) 
          
CLAUSE NUMBER     TITLE                                                            DATE

              None Incorporated by Reference
				
B.2  SUPPLIES OR SERVICES: 

The Contractor shall provide all resources necessary to perform the requirements set forth in Section C and Attachment J.1 Statement of Work entitled “Kennedy Constellation Ground Operations Project Office Project Management Services”.

The total labor hours for the core effort for each contract period are identified in Table B.3.1 below. The hours by labor category for the core effort will be included in Attachment J.9(filled in at contract award).

The negotiated estimated contract (NEC) value is comprised of the costs for the phase in, core effort Cost-Plus-Fixed-Fee (CPFF) (CLINS 0001-0004) and ID/IQ CPFF task orders value (CLIN 0005) (see Tables B.4 ( summary), B.4.1, B.4.2.1 and B.5).   

B.3 CORE EFFORT-CPFF (CLINS 0001-0004)

Table B.3.1 - (applicable to CPFF Core Effort-CLINS 0001-0004)
Description	Base*	Option 1	Option 2	Option 3	Summary
Total	
Labor Hours 	320,602*	168,500	168,500	168,500	826,102	
						
*The base period encompasses 2 years as follows:  Contract Year 1 (157,702) and  
Contract Year 2 (162,900)
B-1

RFP NNK08223161R 							SECTION B  

(a)	During the term of the contract, the contractor is obligated to provide not less than 95 percent, and not more than 105% of the total labor hours as specified in table B.3.1 (subject to available funding), unless directed by the Contracting Officer.  

(b)	Any adjustment to the estimated cost and fee of this contract resulting from changes in workload that constitute a change pursuant to the “Changes Clause” shall be contingent upon the following:  No adjustment to the cost and fee will be made unless the contractor submits adequately detailed supporting data in writing to the Contracting Officer demonstrating increased actual workload compared to the hours identified in Table B.3.1 for each contract period. The increased workload must have resulted in a 5% or greater increase to total direct labor hours reflected in the Negotiated Estimated Cost (NEC) for the specific contract period in which the increase occurred.  Similarly, for decreased workload, no adjustment to the NEC and fee will result unless the decreased annual workload compared to the labor hours identified for that period in table B.3.1 resulted in a 5% or greater decrease to total direct labor hours reflected in the NEC for the specific Government FY in which the decrease occurred.

(c)	Labor hours are those productive hours expended by contractor personnel performing work under this contract that are charged as direct labor under the contractor’s established accounting policy and procedures.  The term does not include sick leave, vacation leave, or any type of administrative leave but does include direct labor hours provided under level-of-effort subcontracts.

(d)	The fee, if any, is based upon the furnishing of at least the specified minimum number of direct labor hours, including subcontract hours for each period.  If the contractor provides less than the specified minimum number of hours prior to expiration of the contract term, and the Government has not invoked its rights under the termination clause of this contract to adjust the contract for such reduced effort, the contracting officer may unilaterally make an equitable downward adjustment to the contract fee.  The downward adjustment in fee will be based upon the difference between the minimum direct labor hours specified under this clause and the amount of direct labor hours provided by the contractor.  

B-2

RFP NNK08223161R 							SECTION B 

B.4 TOTAL CONTRACT VALUE SUMMARY 

The following table (Table B.4) is a summary of all of the individual contract value tables for the Phase-in, CPFF Core Effort and ID/IQ CPFF task orders.  (Offerors shall fill in their costs in Table B.4-Total Contract Value Summary Table below and also fill in the individual contract value in the individual tables for Phase in (Paragraph  B.4.1); Core Effort-CPFF (Table B.4.2.1); and ID/IQ CPFF task orders (Table B.5) in their proposal submission (as part of their proposal submission for Volume VII-Model Contract).  Note:  The contract value of the ID/IQ CPFF task orders (CLIN 0005) will begin at $0.00 .

Table B.4 TOTAL CONTRACT VALUE SUMMARY
Contract Line Item	Cost/Price	Fee	Total	
Phase in (FFP) (From Table B.4.1) 	$	N/A	$	
Core Effort -CPFF (From Table B.4.2.1)				
      CPFF-Base Period (CLIN  0001)	$	$	$	
      CPFF Option 1 (CLIN 0002)	$	$	$	
      CPFF Option 2 (CLIN 0003)	$	$	$	
      CPFF Option 3 (CLIN 0004)	$	$	$	
 CLIN 0005 Value of ID/IQ CPFF Task Orders  (to be updated periodically throughout the contract) (From Table B.4.3)*	$0.00	N/A	$0.00	
*NOTE:  The value of CLIN 0005 is the total value of task orders/issued/modified.  This summary chart will be periodically updated unilaterally (quarterly) in a contract modification to reflect IDIQ task orders that were issued/modified.  During the intervals between periodic updates of this clause, there may be some discrepancy with the total amount for the IDIQ task orders issued and those shown in the B.4 Contract Summary Table.

B.4.1 PHASE-IN COSTS (FIRM FIXED PRICE)

The total firm fixed price of phase-in for this contract is $__________ (Contractor fill in amount of Phase-in), covering a 31 day phase-in period from October 1, 2008 through October 31, 2008.
	
B.4.2  NFS 1852.216-74 ESTIMATED COST AND FIXED FEE. (DEC 1991)  (Applicable to Cost Reimbursement)

The estimated cost of this contract is _____*___ exclusive of the fixed fee of (See Table B.4.2.1).  The total estimated cost and fixed fee is _______*____. 
*(will be filled in at contract award).

B-3

RFP NNK08223161R 							SECTION B 

B.4.2.1 CONTRACT VALUE FOR CORE EFFORT (CPFF) (Term)(CLINS 0001-0004)

The table below summarizes the CPFF for the Core Effort in CLINS 0001-0004 as follows: 

Table B.4.2.1  Contract Value for Core Effort (CPFF) 						
Description	Period of 
Performance	Subtotal Costs (excludes
ODC’s and Fixed Fee)	Travel	Subtotal 
(excludes fee)	 Fixed Fee Rate/
Costs	Total CPFF Costs	
Base Period (2 YRS)
CLIN 0001(offeror to show separate price for each year in base)	11/1/08-09/30/09 
10/1/09-09/30/10  	$                      $               	  
$85,000    $87,375	$   
$	$                      
$                    	$                      $   	
Options							
Option Period 1 
CLIN 0002 	10/1/10-09/30/11	$                       	$89,994 	$                   	 $                      	 $                       	
Option Period 2 
CLIN 0003	10/1/11-09/30/12	$                      	$92,504	 
$                	 $                         	 $                       	
Option Period 3 
CLIN 0004	10/1/12- 09/30/13	$	$95,683	$	$	$	
Cumulative Total (Base and Options 1-3 (TOTAL CPFF Costs for CLINS 0001-0004)		

$                      	 $450,556 	 $                	 $                     	 $                      	

B.4.3 NFS 1852.216-78 FIRM FIXED PRICE (DEC 1988) (Modified) (Applicable only to Phase in).  The total firm fixed price under this contract is ______*_________.
*(will be filled in at contract award)
B-4

RFP NNK08223161R 							SECTION B 

B.4.3.1 MINIMUM/MAXIMUM ID/IQ (CPFF) POTENTIAL CONTRACT VALUE (Task Orders -CLIN 0005)

In accordance with clause I.5 “Indefinite Quantity” paragraph (b), the guaranteed minimum amount of work (contract value) that is required under this contract is $0.00.  The maximum amount of work which may be required under this contract is $10,000,000; the maximum amount is an estimate and does not reflect an obligation of the Government.  The Government’s obligation hereunder shall be based on that specified in the task orders issued during the period of the contract.  The period of performance for the ID/IQ CPFF task orders (CLIN 0005) is from October 1, 2008 through September 30, 2013. 

B.5 RATE TABLE FOR PRICING ID/IQ CPFF TASK ORDERS (CLIN 0005): The purpose of this clause is to set forth the fully burdened rates (including direct labor and indirects), travel and fee rate (shown separately) to be used in subsequent pricing for the ID/IQ task orders in this contract in accordance with the task order procedures set forth in paragraph H.4 of this contract.  The minimum and maximum ordering limitations are specified under Section I, paragraph I.4, Order Limitations.  For informational purposes, the form that will be utilized for the issuance of task orders is Optional Form 347, Order for Supplies and Services.  	
Labor Category	Contract
Year 1-Base	Contract Year 2-Base	Option 1
Year 3	Option 2
Year 4	Option 3 
Year 5	
Program Manager	$           	 $             	 $             	 $             	 $             	
Manager	$            	 $             	 $             	 $             	 $             	
Systems Engineer/
Analyst III	$            	 $             	 $             	 $             	 $             	
Engineer V	$            	 $             	 $             	 $             	 $             	
Engineer IV	$            	 $             	 $             	 $             	 $             	
Engineer III	$            	 $             	 $             	 $             	 $             	
Engineer II	$            	 $             	 $             	 $             	 $             	
Engineer I	$            	 $             	 $             	 $             	 $             	
Business Specialist IV	$            	 $             	 $             	 $             	 $             	
Business Specialist III	$            	 $             	 $            	 $           	 $           	
Business Specialist II	$             	 $             	 $             	 $             	 $             	
Business Specialist I	$             	 $             	 $             	 $             	 $             	
Analyst III	$             	 $             	 $             	 $            	 $            	
Analyst II	$             	 $            	 $             	 $             	 $             	
Analyst I	$             	 $             	 $             	 $             	 $             	
Admin Specialist	 $           	 $             	 $             	 $             	 $             	
Fee Rate						
B-5

RFP NNK08223161R 							SECTION B 

B.6 NFS 1852.232-81  CONTRACT FUNDING (JUN 1990) (Applicable to the CPFF Core Effort (CLINS 0001-0004)

For purposes of payment of cost and fee, in accordance with the Limitation of Funds clause, the total amounts allotted by the Government to this contract are specified in the table below.

Table B.6 - Contract Funding					
As of Mod No.	Contract Value 	 Allotted Cost 	Allotted Fee 	 Total 	Adequate Through	
BASIC Contract	$_________                      	$________	$________	$_________	________	
(Note: table shows funding allotted for the applicable CLINs						
Cumulative Total	$_________	$________	$________	$__________	________	

B.7  COST VARIATIONS IN GOVERNMENT PROVIDED COST ESTIMATE FOR TRAVEL 

The estimated cost of this contract includes cost estimates for an other direct cost element (travel).  This estimate was derived by the Government and provided to the contractor in the solicitation leading to this contract (Reference Table B.4.2.1(core effort).  It is recognized that the contractor's obligation to perform tasks within the scope of the Statement of Work could result in actual contractor expenditures which are greater or less than the Government's estimates provided to the contractor for the related cost element.  Should this be the case, the parties agree that there will be no adjustment to the fee provided for in this contract (as no fee is to be applied to travel or other ODC’s in this contract with the exception of subcontractor labor) nor to any other terms and conditions hereof, except the contract estimated costs, should that become necessary.  Any such adjustment in estimated cost will be subject to the terms of the "Limitation of Cost" or "Limitation of Funds" clause hereof, whichever is applicable.  No adjustments will be made if within 10% (+ or -) of the ODC travel estimate.

B-6

RFP NNK08223161R 							SECTION C

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1  SCOPE OF WORK

The contractor shall provide services for the Kennedy Space Center (KSC) Constellation Ground Operations Project Office (LX) Project Management Support Services Contract (KLXS) in accordance with Attachment J.1, Statement of Work, under a cost-plus-fixed fee (CPFF) term contract for the core effort under this contract (CLINS 0001-0004).  

In addition, a separate Contract Line Item (CLIN 0005) is included in this contract for Indefinite Quantity/Indefinite Delivery task orders (as required) which are Cost-Plus-Fixed-Fee (CPFF) (which are for surge and shorter term requirements) and may include, but are not limited to:  Special studies; review and update of test and verification documentation; develop and maintain verification requirements; develop and document plans for integration testing; support all aspects of test and verification; assessment of modeling and simulation tools; support of the development of command, control and communications (C3) requirements; and special independent assessments.

C.2  DATA REQUIREMENTS

The Contractor shall furnish all data identified and described in Attachment J.2, Data Requirements List (DRL) and Data Requirements Description (DRD) Documents (also Attachment J.2), and all costs associated with them are included in the estimated cost of this contract.

To the extent that data required to be delivered under a DRD is also required to be delivered under another clause of the contract, the requirements established by both the DRD and such other contract clause shall apply.  In the event of a conflict between the data requirements of the DRD and another contract clause, the contract clause shall take precedence.

C-1

RFP NNK08223161R 							SECTION D

SECTION D - PACKAGING AND MARKING

D.1  LISTING OF CLAUSES INCORPORATED BY REFERENCE

NOTICE:  The following contract clauses pertinent to this section are hereby incorporated by reference: 

I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
    
CLAUSE NUMBER           TITLE                                                                    DATE

None Incorporated by Reference 

II.  NASA FAR Supplement (48 CFR CHAPTER 18) clauses
    
CLAUSE NUMBER            TITLE                                                                   DATE

NFS 1852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION (SEP 2005)

(End of clause)

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RFP NNK08223161R 							SECTION E

SECTION E - INSPECTION AND ACCEPTANCE

E.1  LISTING OF CLAUSES INCORPORATED BY REFERENCE

NOTICE:  The following contract clauses pertinent to this section are hereby incorporated by reference:

I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
    
CLAUSE  NUMBER     TITLE                                                   DATE

52.246-4  Inspection of Services-Fixed-Price                                APR 1984 (Applicable to Fixed Price only) 

52.246-5 Inspection of Services - Cost-Reimbursement                APR 1984 (Applicable only to Cost Reimbursement) 

II.  NASA FAR Supplement (48 CFR CHAPTER 18) clauses

CLAUSE NUMBER       TITLE                                                   DATE

None Incorporated by reference
 
E.2  NFS 1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS (OCT 1988) 

In accordance with the inspection clause of this contract, the Government intends to perform the following functions at the locations indicated:  Inspection and acceptance of all work shall be performed at John F. Kennedy Space Center, and such other places of performance or delivery of work required under this contract.

(End of clause)

E.3  FAR 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT  (GOVERNMENT SPECIFICATION) (FEB 1999)

The Contractor shall comply with the standard titled  “ANSI/ISQ/ASQ-Q9001-2000 “Quality Management Systems (QMS)-Requirements” in effect on the contract date, which is hereby incorporated into this contract.  The Contractor shall become ANSI/ISQ/ASQ-Q9001-2000 compliant within 12 months of contract effective date.

E-1

RFP NNK08223161R 							SECTION F

SECTION F - DELIVERIES AND PERFORMANCE 

F.1  LISTING OF CLAUSES INCORPORATED BY REFERENCE

NOTICE:  The following contract clauses pertinent to this section are hereby incorporated by reference: 

I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
    
CLAUSE NUMBER      TITLE                                                                          DATE
52.242-15 Stop-Work Order (AUG 1989) Alternate I                                          APR 1984 

II.  NASA FAR Supplement (48 CFR CHAPTER 18) clauses
    
CLAUSE NUMBER     TITLE                                                                           DATE
None Incorporated by reference 

F.2  PERIOD OF PERFORMANCE 
The period of performance of this contract for the CPFF Core Effort is as follows:

Phase-in Period:   October 1, 2008 through October 31, 2008
Base Period:         November 1, 2008 through September 30, 2010 (CLIN 0001) 
Option Period 1:  October 1, 2010 through September 30, 2011 (CLIN 0002) 
Option Period 2:  October 1, 2011 through September 30, 2012 (CLIN 0003)
Option Period 3:  October 1, 2012 through September 30, 2013 (CLIN 0004)

Note:  CLIN 0005-The period of performance (ordering period) for CLIN 0005, ID/IQ CPFF portion of the contract, will be from October 1, 2008-September 30, 2013.

F.3   EXERCISE OF OPTIONS

In accordance with FAR 52.217-9, “Option to Extend the Term of the Contract”, the Contracting Officer may exercise the option(s) identified in Paragraph F.2 above to extend the contract period of performance by issuance of a unilateral contract modification,  provided that the Government provides written notice to the Contractor not later than 30 days prior to start of option period.  

In addition, pursuant to the requirements of the NASA FAR Supplement (NFS) 1817.207-70 (b) (1), the Government will perform an analysis prior to the exercise of any option to determine whether the exercise of an option is in the Government's best interest. The analysis required to support the option exercise determination includes consideration of other factors in addition to price. In addition to the other factors contained in FAR 17.207(e), the determination to exercise any option will consider, but is not limited to: 

F-1

RFP NNK08223161R 							SECTION F

1) the Contractor's performance in satisfying contract requirements and receiving positive performance ratings (reference Section G, paragraph G.10) and; 2) the Contractor's level of success in implementing and maintaining small business programs which were evaluated as part of the source selection process and incorporated into the awarded contract.  

If the Government exercises any option(s), the extended contract shall be considered to include the option clause (52.217-9).  The total duration of this contract, including the exercise of any options, shall not exceed five years (including the phase-in period).

F.4  PLACE OF PERFORMANCE

The place of performance for this contract shall primarily be at the John F. Kennedy Space Center (KSC) and surrounding vicinities and such other locations that may be required to perform the SOW requirements.

F.5  PHASE-IN AND CLOSE OUT

(a) Contractor Phase-In:  The services provided by this contract are vital to the Government’s overall effort, and continuity must be maintained at a consistently high level without disruption.  The Contractor is expected to meet full performance requirements from the start date of the base contract period.  The Phase-in period shall not exceed 31 calendar days prior to the start date of the base contract period.  Office space will be provided by the Government during the Phase-In period.  The Contractor shall accomplish Phase-In in accordance with Attachment J.1 Statement of Work and DRD PM-02, Phase-In Plan.

The total firm fixed price of Phase-in shall-be the price set forth in Section B, paragraph B.4.1 (Contract Phase-In Firm Fixed Price).  Any costs incurred in excess of this amount shall be unallowable under this or any other Government contract.

(b) Contractor Close-Out.  The contractor shall close out at contract end in a cooperative manner with the Government and the new contractor to allow for continuity of services and smooth transition.  Close-out activities shall be accomplished in accordance with FAR 52.237-3, “Continuity of Services.”  Close-out will include, but is not limited to, such activities as submission of final vouchers, transition of ongoing work, and records retention/turnover.  The Contractor shall accomplish Close-Out in accordance with Attachment J.1 Statement of Work and DRD PM-03, Contract Close-Out Plan.  Costs associated with close-out are included as part of the core effort.

F-2
RFP NNK08223161R 							SECTION G

SECTION G - CONTRACT ADMINISTRATION DATA 

G.1  LISTING OF CLAUSES INCORPORATED BY REFERENCE

NOTICE:  The following contract clauses pertinent to this section are hereby incorporated by reference: 

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
    
CLAUSE NUMBER      TITLE                                                                   DATE
None Incorporated by reference  

II. NASA FAR Supplement (48 CFR CHAPTER 18) clauses
    
CLAUSE NUMBER     TITLE                                                                    DATE
1852.227-70   NEW TECHNOLOGY                                                           MAY 2002
1852.227-86   COMMERCIAL COMPUTER SOFTWARE-                       DEC 1987
                       LICENSING
1852.242-71   TRAVEL OUTSIDE OF THE UNITED STATES                DEC 1988
1852.242-73   NASA CONTRACTOR FINANCIAL                                   NOV 2004
                       MANAGEMENT REPORTING      

G.2  NFS 1852.216-75 PAYMENT OF FIXED FEE (DEC 1988) (Applicable only to Cost Reimbursement)

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

(End of clause)

G.3  NFS 1852.216-87 SUBMISSION OF VOUCHERS FOR PAYMENT (MAR 1998) 
(a)	The designated billing office for cost vouchers for purposes of the Prompt Payment clause of this contract is indicated below.  Public vouchers for payment of costs shall include a reference to the number of this contract.
(b)	(1) If the contractor is authorized to submit interim cost vouchers directly to the NASA paying office, the original voucher should be submitted to: 
(2) Financial Management Division (FMD) –Accounts Payable, Bldg. 1111, Road C, Stennis Space Center, MS 39529   Email:  NSSC-AccountsPayable@nasa.gov       Fax:  866-779-6772 
(3) For any period that the Defense Contract Audit Agency has authorized the Contractor to submit interim cost vouchers directly to the Government paying office, 
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RFP NNK08223161R 							SECTION G

interim vouchers are not required to be sent to the Auditor, and are considered to be provisionally approved for payment, subject to final audit.
(4) Copies of vouchers should be submitted as directed by the Contracting Officer.
(c)	If the contractor is not authorized to submit interim cost vouchers directly to the paying office as described in paragraph (b), the contractor shall prepare and submit vouchers as follows:
(1)	One original Standard Form (SF) 1034, SF 1035, or equivalent Contractor's attachment to: TBD.  Mailing address to be provided at time of contract award.
(2)	Five copies of SF 1034, SF 1035A, or equivalent Contractor's attachment to the following offices by insertion in the memorandum block of their names and addresses:
(i)	Copy 1 NASA KLXS Contracting Officer
(ii)	Copy 2 Auditor
(iii)	Copy 3 Contractor
(iv)	Copy 4 Contract administration office; and
(v)	Copy 5 Project management office (KLXS COTR).
(3)	The Contracting Officer may designate other recipients as required.
(d)	Public vouchers for payment of fee shall be prepared similarly to the procedures in paragraphs (b) or (c) of this clause, whichever is applicable, and be forwarded to: See paragraph (b) (1).  This is the designated billing office for fee vouchers for purposes of the Prompt Payment clause of this contract.
(e)	In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate voucher for the amount withheld will be required before payment for that amount may be made. 
(End of clause)

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

(a)  For purposes of administration of the clause of this contract entitled "New Technology or "Patent Rights--Retention by the Contractor (Short Form)," 

G-2

RFP NNK08223161R 							SECTION G

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 Representative    KT          John F. Kennedy Space Center, NASA
                                                                       Kennedy Space Center, FL 32899

Patent Representative                      CC         John F. Kennedy Space Center, NASA
                                                                       Kennedy Space Center, FL 32899

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

G.5 NFS 1852.242-70 TECHNICAL DIRECTION (SEP 1993) 
(a)	Performance of the work under this contract is subject to the written technical direction of the Contracting Officer Technical Representative (COTR), who shall be specifically appointed by the Contracting Officer in writing in accordance with NASA FAR Supplement 1842.270.  "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor.  Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section C of this contract.
(b)	The COTR does not have the authority to, and shall not, issue any instruction purporting to be technical direction that--
(1)	Constitutes an assignment of additional work outside the statement of work;
(2)	Constitutes a change as defined in the changes clause;
(3)	Constitutes a basis for any increase or decrease in the total estimated contract cost, the fixed fee (if any), or the time required for contract performance;
(4)	Changes any of the expressed  terms, conditions, or specifications of  the contract; or 
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RFP NNK08223161R 							SECTION G

(5)	Interferes with the contractor's rights to perform the terms and conditions of the contract.
(c)	All technical direction shall be issued in writing by the COTR.
(d)	The Contractor shall proceed promptly with the performance of technical direction duly issued by the COTR in the manner prescribed by this clause and within the COTR's authority.  If, in the Contractor's opinion, any instruction or direction by the COTR falls within any of the categories defined in paragraph (b) of this clause, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 working days after receiving it and shall request the Contracting Officer to take action as described in this clause.  Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is--
(1)	Rescinded in its entirety; or
(2)	Within the requirements of the contract and does not constitute a change under the changes clause of the contract, and that the Contractor should proceed promptly with its performance.
(e)	A failure of the contractor and contracting officer to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract.
(f)	Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer or the COTR shall be at the Contractor's risk.
(End of clause) 

G.6 NFS 1852.242-73 NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING (NOV 2004)
(a)	The Contractor shall submit NASA Contractor Financial Management Reports on NASA Forms 533 in accordance with the instructions in NASA Procedures and Guidelines (NPR) 9501.2, NASA Contractor Financial Management Reporting, and on the reverse side of the forms, as supplemented in the Schedule of this contract. The detailed reporting categories to be used, which shall correlate with 

G-4

RFP NNK08223161R 							SECTION G

technical and schedule reporting, shall be set forth in the Schedule. Contractor implementation of G.6 reporting requirements under this clause shall include NASA approval of the definitions of the content of each reporting category and give due regard to the Contractor's established financial management information system. 
(b)	Lower level detail used by the Contractor for its own management purposes to validate information provided to NASA shall be compatible with NASA requirements. 
(c)	Reports shall be submitted in the number of copies, at the time, and in the manner set forth in the Schedule or as designated in writing by the Contracting Officer. Upon completion and acceptance by NASA of all contract line items, the Contracting Officer may direct the Contractor to submit Form 533 reports on a quarterly basis only, report only when changes in actual cost occur, or suspend 
(d)	The Contractor shall ensure that its Form 533 reports include accurate subcontractor cost data, in the proper reporting categories, for the reporting period. 
(e)	If during the performance of this contract NASA requires a change in the information or reporting requirements specified in the Schedule, or as provided for in paragraph (a) or (c) of this clause, the Contracting Officer shall effect that change in accordance with the Changes clause of this contract. 
(End of clause)

G.7  NFS 1852.245-71 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY (NOV 2004)

(a) The Government property described in paragraph (c) of this clause shall be made available to the Contractor on a no-charge basis for use in performance of this contract. This property shall be utilized only within the physical confines of the installations identified in F.4, “Place of Performance.” Under this clause, the Government retains accountability for, and title to, the property, and the Contractor assumes the following additional responsibilities associated with property use:

(1) NPR 4200.1, NASA Equipment Management Manual

(2) NPR 4200.2, NASA Equipment Management Procedures and Guidelines for
Property Custodians

(3) NPR 4300.1, NASA Personal Property Disposal Procedures and Guidelines

G-5

RFP NNK08223161R 							SECTION G

(4) NPR 4100.1, NASA Materials Inventory Management Manual. KSC will provide
the Contractor with all applicable regulations, handbooks, and other materials that
may be required.  The Contractor shall establish and adhere to a system of written
procedures for compliance with these user responsibilities.  Such procedures must
include holding employees liable, when appropriate, for loss, damage, or
destruction of Government property.

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

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

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

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

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

     (iv) Contractor use of Government property at an off-site location and off-site
subcontractor use require advance approval of the Contracting Officer and
notification of the SEMO.  The Contractor shall assume accountability and
financial reporting responsibility for such property. The Contractor shall
establish records and property control procedures and maintain the
property in accordance with the requirements of FAR 52.245-1,
Government Property, until its return to the installation.

G-6

RFP NNK08223161R 							SECTION G

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

(c) In accordance with the clause at 1852.245-71, Installation-Accountable Government
Property, the Contractor is authorized use of the types of property and services identified below in Items 1 and 2 of this section, to the extent they are available, in the performance of this contract within the physical borders of the installation. Such borders may include buildings and space owned or directly leased by NASA in close proximity to the installation, if so designated by the Contracting Officer.

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

     (2) General and special-purpose equipment, including office furniture.

     (3) Administrative Desktop Computer seats (reference paragraph G.12)

          (i)  The Government retains accountability for this property under the clause at 1852.245-71, Installation-Accountable Government Property, regardless of its authorized
location.

        (ii) If the Contractor acquires property, title to which vests in the Government
pursuant to other provisions of this contract, this property also shall become
accountable to the Government upon its entry into Government records as
required by the clause at 1852.245-71, Installation-Accountable
Government Property.

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

(d) With regard to Administrative Desktop Support (ODIN) and Office Multi-function
Device services, the Contractor shall appoint authorized representative(s) at the work site
who shall review and submit, on behalf of the Contractor:

      (1) Justifications for new installations, relocations, or removals of the provided
Services

G-7

RFP NNK08223161R 							SECTION G
     (2) Service level justifications for upgrades or downgrades

     (3) Validate and report any discrepancies of the monthly invoice within five working days of receipt

G.8 NFS 1852.245-77 LIST OF INSTALLATION-ACCOUNTABLE PROPERTY AND SERVICES (JUL 1997) 
In accordance with the clause at 1852.245-71, Installation-Accountable Government Property, the Contractor is authorized use of the types of property and services listed below, to the extent they are available, in the performance of this contract within the physical borders of the installation which may include buildings and space owned or directly leased by NASA in close proximity to the installation, if so designated by the Contracting Officer:

(a)	Office space, work area space, and utilities.  Government telephones are available for official purposes only. 
(b)	 General- and special-purpose equipment, including office furniture.
(c)  Administrative Desktop Computer seats (reference paragraph G.12)

(1)	Equipment to be made available:  The Government retains accountability for this property under the clause at 1852.245-71, Installation-Accountable Government Property, regardless of its authorized location.
(2)	If the Contractor acquires property, title to which vests in the Government pursuant to other provisions of this contract, this property also shall become accountable to the Government upon its entry into Government records as required by the clause at 1852.245-71, Installation-Accountable Government Property.  
(3)	The Contractor shall not bring to the installation for use under this contract any  property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer's prior written approval.
(d) Supplies from stores stock.
(e)	Publications and blank forms stocked by the installation.
(f)	Medical treatment of a first-aid nature for Contractor personnel injuries or illnesses sustained during on-site duty.
(g)	Cafeteria privileges for Contractor employees during normal operating hours.
(h)	Building maintenance for facilities occupied by Contractor personnel.
G-8

RFP NNK08223161R 							SECTION G

(i)	supplies.  Moving services shall be provided on-site, as approved by the Contracting Officer.
(j)	The user responsibilities of the Contractor are defined in paragraph (a) of the clause at 1852.245-71, Installation-Accountable Government Property.
(End of clause)

G.9  CONTRACTOR POINTS OF CONTACT

The contractor shall identify and provide to the COTR the contractor’s points of contact (POC) to be responsible for the following:  1) office space coordination; 2) administrative phone services; 3) computer network services; and 4) computer services.  These contractor POC’s shall serve as the focal point for all KLXS contractor personnel moves, services relocation, office space preparation, and space allocation for the contractor’s designated office areas and office moves.

G.10  CONTRACT PERFORMANCE ASSESSMENT

a)  As part of the Government's surveillance activities, a periodic performance assessment will be conducted under this contract.  This information will be provided to the contractor for corrective actions and performance improvement.  In addition, performance assessments will be used by the Government to provide a basis for decisions leading to the exercising of options for continued performance.  Metrics which will be evaluated and included in the performance assessments include the following:

1.  Beginning and finishing work requirements on schedule and within budget;
2.  Managing costs, including labor rates and indirect cost growth;
3.  Providing personnel and processes that are timely and responsive to customer needs;
4.  Developing innovative solutions resulting in savings of time, money, or manpower; or improvements to performance;
5.  Deliverables are timely and of high quality;
6.  Efficient and Effective Management of Key Personnel and:
7.  Effective working relationships with other contractors in the Constellation  (CxP) program and across KSC to meet the needs of the customer and the contractual requirements of the contract  

b)  At the end of each period identified below, the government will provide performance feedback to the contractor based on the results of the performance assessment (including the above metrics).  The performance assessment results will be input into the NASA past performance database.  

G-9

RFP NNK08223161R 							SECTION G

The possible performance ratings along with their description is provided below.  

i.  EXCELLENT:  Of exceptional merit; exemplary performance in a timely, efficient, and economical manner; very minor (if any) weaknesses with no adverse effect on overall performance.

ii.  VERY GOOD:  Very effective performance, fully responsive to contract requirements accomplished in a timely, efficient, and economical manner for the most part; only minor weaknesses.

iii.  GOOD:  Effective performance; fully responsive to contract requirements; reportable weaknesses, but with little identifiable effect on overall performance.

iv.  SATISFACTORY:  Meets or slightly exceeds minimum acceptable standards; adequate results,
reportable weaknesses with identifiable, but not substantial, effects on overall performance.

v.  POOR/UNSATISFACTORY:  Does not meet minimum acceptable standards in one or more areas; remedial action required in one or more areas; deficiencies in one or more areas which adversely affect overall performance.

Performance Periods for Performance Assessment:
Phase in Period                     October 1, 2008-October 31, 2008*
Base Period          Period 1   November 1 2008-September 30, 2009*
                             Period 2   October 1, 2009-September 30, 2010
Option 1               Period 3   October 1, 2010-September 30, 2011
Option 2               Period 4   October 1, 2011-September 30, 2012
Option 3               Period 5   October 1, 2012-September 30, 2013
*Note: Phase in will be evaluated with Period 1 after the end of Period 1

G.11  CONTRACTOR’S REQUIRED USE OF ODIN COMPUTER RESOURCES 

As stated in Section G, paragraph G.8, the Government will provide Administrative desktop computer seat(s) for the performance of this contract.  Administrative desktop computer seats are limited to generic office type computers including equipment physically located to those computers such as personal printers, and scanners..  The Offeror shall utilize the Outsourcing Desktop Initiative for NASA (ODIN) contract as a means of acquiring administrative desktop computing services for their personnel working on this contract.  Additional information regarding the ODIN Master Contract and KSC ODIN Delivery Order can be found at the following web-sites:  http://www.odin.nasa.gov/and http://osfodin.ksc.nasa.gov/KSCInitialDO2.html.  Note:  The contractor is required to coordinate with the COTR before ordering computer resources for use on the contract.
G-10

RFP NNK08223161R 							SECTION H

SECTION H - SPECIAL CONTRACT REQUIREMENTS 

H.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE 

I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
  
CLAUSE NUMBER      TITLE                                                                          DATE

No FAR clauses incorporated by reference in this section

II.  NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) clauses
    
CLAUSE NUMBER     TITLE                                                                           DATE

NFS 1852.208-81 RESTRICTIONS ON PRINTING AND DUPLICATING    NOV 2004
NFS 1852.223-70  SAFETY AND HEALTH                                                     APR 2002
NFS 1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY                FEB 2002

H.2  NFS 1852.225-70 EXPORT LICENSES (FEB 2000) 

(a)	The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract.  In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance. 
(b)	The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at Kennedy Space Center, 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-1

RFP NNK08223161R 							SECTION H

H.3 1852.209-71 LIMITATION OF FUTURE CONTRACTING (DEC 1988) 

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

(b) The nature of the OCI conflict is that the contractor may have access to another contractor's proprietary information or could be in a position to favor its own products and capabilities and, therefore, could have an unfair competitive advantage. 

(1) The contractor, in performing the work under this contract, may be in a position to review/analyze or otherwise provide inputs that favor its company products and capabilities over others, thus creating and unfair bias or impaired judgment.

(2) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with those other companies.

(3) To the extent that the contractor contributes to the development of Constellation Program requirements through analysis, assessment or engineering study that impacts future Government procurements, the contractor is precluded from award of any contract or subcontract or from acting as a consultant to other contractors for those procurements resulting from the derived requirements.  The contractor shall not be eligible to perform work on any Constellation Program Ground Processing efforts as a prime or subcontractor at any tier. (Ground processing includes hand-on ground operations, test and verification of the flight hardware after its transfer from the manufacturer to NASA/KSC.  The scope includes off-line processing, integrated processing, launch, and post-flight recovery and deservicing).

(4)  In order that the Government may prevent conflicting roles which might bias the Contractor's judgment or objectivity and afford an unfair competitive advantage to the Contractor, the Contractor shall submit an OCI avoidance plan, subject to approval by the Contracting Officer as required in DRD PM-05

(5)  The contractor agrees to include the substance of this clause in all subcontracts for this effort.

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

(1)  If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work that are to be incorporated into a solicitation, the Contractor shall be ineligible

H-2

RFP NNK08223161R 							SECTION H

to perform the work described in that solicitation as a prime or subcontractor under an ensuing NASA contract.  This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the contract).  NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

(2) To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with those other companies.

(End of clause)

H.4 1852.216-80 TASK ORDERING PROCEDURE (OCT 1996)(Applicable to CLIN 0005)

(a) Only the Contracting Officer may issue task orders to the Contractor, providing specific authorization or direction to perform work within the scope of the contract and as specified in the schedule. The Contractor may incur costs under this contract in performance of task orders and task order modifications issued in accordance with this clause. No other costs are authorized unless otherwise specified in the contract or expressly authorized by the Contracting Officer.

(b) Prior to issuing a task order, the Contracting Officer shall provide the Contractor with the following data:

     (1)  A functional description of the work identifying the objectives or results desired from the contemplated task order.

     (2)  Proposed performance standards to be used as criteria for determining whether the work requirements have been met.

     (3)  A request for a task plan from the Contractor to include the technical approach, period of performance, appropriate cost information, and any other information required to determine the reasonableness of the Contractor's proposal.

(c)  Within 15 calendar days after receipt of the Contracting Officer's request, the Contractor shall submit a task plan conforming to the request. 

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RFP NNK08223161R 							SECTION H

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

     (1)  Date of the order.

     (2)  Contract number and order number.

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

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

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

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

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

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

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

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

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

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

(End of clause)

H-4

RFP NNK08223161R 							SECTION H

H.5  NFS 1852.235-71 KEY PERSONNEL AND FACILITIES (MAR 1989) 

(a)	The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract.  Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.
(b)	The Contractor shall make no diversion without the Contracting Officer's written consent; provided that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer's consent required by this clause.
(c)	The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities.
Personnel/Position: (To be filled in at contract award) 

H.6  NFS 1852.242-72 OBSERVANCE OF LEGAL HOLIDAYS (AUG 1992) - ALTERNATE II (OCT 2000) 

(a)	The on-site Government personnel observe the following holidays: New Year's Day, Labor Day, Martin Luther King, Jr.'s Birthday, Columbus Day, President's Day, Veterans Day, Memorial Day, Thanksgiving Day, Independence Day, Christmas Day, and any other day designated by Federal statute, Executive order, or the President's proclamation.
(b)	When any holiday falls on a Saturday, the preceding Friday is observed.  When any holiday falls on a Sunday, the following Monday is observed.  Observance of such days by Government personnel shall not by itself be cause for an additional period of performance or entitlement of compensation except as set forth within the contract.
(c)	When the NASA installation grants administrative leave to its Government employees (e.g., as a result of inclement weather, potentially hazardous conditions, or other special circumstances), Contractor personnel working on-site should also be dismissed.  However, the contractor shall provide sufficient on-site personnel to perform round-the-clock requirements of critical work already in process, unless otherwise instructed by the Contracting Officer or authorized representative.

H-5

RFP NNK08223161R 							SECTION H

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

H.7  KSC 52.204-96 SECURITY CONTROLS FOR KSC AND CCAFS (JAN 2007)

(a)	Identification of Employees
(1)	Badging
(i)	Kennedy Space Center (KSC) badging is mandatory for all contractor personnel (e.g. administrative, technical, Architect and Engineering, supervisory, construction crafts, etc.) who require access into KSC or Cape Canaveral Air Force Station (CCAFS).  The contractor shall require each employee, and each subcontractor employee who require access to KSC or CCAFS to obtain identification badges, and special controlled area access badges, as necessary.  Identification and badging of employees must be completed prior to issuance of a Notice to Proceed by the Contracting Officer, if applicable, or commencement of activities by unbadged employees.
(ii)	Prior to proceeding with performance, the contractor shall submit the following information to the contracting officer, who will certify it and pass the information on to the Badging office:
(A)	Contract number and location of work site(s);
(B)	Contract commencement and completion dates; 
(C)	Status as prime or subcontractor; and,
(D)	Name of the contractor designated security/badging official.  (Designated badging officials must receive a badging briefing, identifying badging requirements/restrictions, prior to being authorized as badging officials.)
(iii)	During performance of this contract, issued badges shall be worn by contractor employees and prominently displayed at all times while on KSC or CCAFS property, unless wearing the badge creates a safety hazard.  Upon termination of an employee, or completion/termination of the contract, the contractor shall immediately deliver such employee’s identification and access badge(s) to the Security Badging office, either at a 

H-6

RFP NNK08223161R 							SECTION H

Pass and Identification Station (PIDS) or in the Visitor Records Center, Room 1470, KSC Headquarters Building.  NASA Identification badges remain the property of NASA and the Government reserves the right to invalidate/confiscate such badges at any time.

(iv)	To ensure timely and efficient issuance of identification and special access badges to contractor personnel, immediately after contract award but prior to notice to proceed or work on-site, the contractor shall designate in writing to the Contracting Officer a security/badging official for the contract/contractor.  Concurrently, the designated security/badging official shall submit to the Contracting Officer a KSC Form 20-162 (Request for KSC Picture Badge) for each employee requiring access to KSC or CCAFS.  This is the minimum paperwork required for each employee (and subcontractor employee) for issuance of identification badges only.
(2)	Homeland Security Presidential Directive (HSPD) 12, Federal Information Processing Standards (FIPS) Publication 201, and Office of Management and Budget (OMB) Guidance M-05-24 Compliance
(i)	In compliance with Homeland Security Presidential Directive (HSPD) 12, Federal Information Processing Standards (FIPS) Publication 201, and Office of Management and Budget (OMB) Guidance M-05-24, all persons who will have access to Government controlled facilities or access to a Federal information system for a period of in excess of 180 days must have a favorably completed National Agency Check with Written Inquiries (NACI).  To accomplish this, the forms listed below need to be submitted to the Personnel Security Support Office, Room 1503, KSC Headquarters Building.  FIPS Pub 201 requires identification verification be accomplished by the applicant (person to be badged) providing two items of identification listed in Department of Homeland Security (DHS) Form I-9.
(A)	KSC Form 20 – 87, NASA PRP Investigation and Qualification Data Request;
(B)	FD Form 258, Fingerprint Card
(C)	Standard Form 85, Questionnaire for Non-Sensitive Positions; and,
(D) Optional Form 306, Declaration for Federal Position Employment.
(b)	Badging Restrictions/Categories
(1)	White Temporary Pass (WTP).  Under current KSC security restrictions, an “Unescorted” White Temporary Pass (WTP) is required for unescorted entry 

H-7

RFP NNK08223161R 							SECTION H

through the KSC perimeter gates.  (Permanent picture badges are no longer required.)  The contractor’s designated security/badging official is authorized to request issuance of WTPs (or consent to retain existing WTPs) for those individuals that he/she can “vouch” for, based upon verification of U.S. citizenship and demonstrated work history.  The contractor security/badging official is responsible for ensuring the integrity of this system, will be held accountable for issuance of a WTP to any unauthorized individual, and is responsible for the behavior of anyone for whom s/he authorizes a badge.

(2)	Pink Temporary Pass (PTP).  Any individual for whom the designated security/badging official cannot “vouch” in accordance with the above criteria will be issued a “To Be Escorted” Pink Temporary Pass (PTP).  All persons with PTPs, including vendors, must be signed in at the perimeter gate and escorted to and from the job site.  The escort must maintain visual contact with their escortee(s) at all times and shall escort them off KSC property at the conclusion of their on-site work.
(3)	Green Temporary Pass (GTP).  Persons who are not a United States citizen or are an employee of a foreign Government, company, or other foreign entity must be so identified by being issued a green temporary pass.  Each such employee must obtain individual prior approval for entry from the KSC International Visits Coordinator (IVC) in the NASA Protective Services Office (TA-G).
(4)	Access to Controlled Areas within KSC.
(i)	Certain areas within KSC have been designated as Controlled Areas.  These are normally surrounded by fencing and have an entrance gate monitored by a security officer or a monitoring device.  Access into such areas is classified as either “escorted” or “unescorted” access.  For unescorted access into these areas, for each employee, the contractor must submit to the Contracting Officer’s Technical Representative (COTR), in addition to the NACI forms listed above in paragraph A.3.a-d, a NASA Form 1730, Request for Unescorted Access/Personnel Reliability Program.
(ii)	The NASA Protective Services Office, or its designee, the Personnel Security Support Office (PSSO), will determine whether the person is eligible for unescorted access within 14 working days after the receipt of the properly completed forms and so inform the COTR.  The COTR will notify the contractor of the NASA Protective Services Office’s approval/disapproval.  Access to controlled areas is granted when the requisite safety training has been successfully completed.

H-8

RFP NNK08223161R 							SECTION H

(iii)	All contractor employees utilized on the job site will not require unescorted access.  However, it is the contractor’s responsibility to designate and submit the required information on a sufficient number to provide escort service to those not cleared for unescorted access.  The contractor escort will be required to meet the work crew at the security area gate at the beginning of the contractor’s workday/shift and escort them as a group to the job site.  The escort will keep the crews within site until they are escorted back to the area gate at the end of the workday.  No authorized personnel will leave the immediate work area without an appropriately badged escort.
(iv)	The Government will provide, at no cost to the contractor, investigative services for a designated number of employees/workers escorts.  If, through attrition or personnel turnover, the contractor requires additional employees to be investigated for unescorted access, the contract price shall be reduced by $100.00 per person in excess of the designated number.  If, because of varying mobilization approaches, the contractor desires unescorted access for more than the stated quantity, the contractor may request additional clearances at a reduction in contract price of $100.00 per person.
(v)	The prime contractor is responsible for providing escort services for any of his employees and/or any subcontractor employees who are not eligible for unescorted access.  The Government will not provide escort service under this contract.  The contractor shall be responsible for all delays and costs caused by its failure to provide for unescorted access.  All requests for unescorted access by subcontractors will be submitted through the prime contractor to the COTR for processing by the NASA Protective Services Office, or its designee, the PSSO.
(vi)	One or more on-site training classes may be required for admittance to the work area and for inclusion on the Job Site Access List for Controlled-access Areas.  The total training will not exceed four hours.  Contractors may schedule any required training for their employees by contacting the COTR.  The contractor shall maintain a record of employees receiving the training.
(vii)	This project is to be performed in a limited access area.  The designated number of employees for whom interim unescorted access investigations will be performed at no cost to the contractor is _____ (offeror fill in quantity).

H. 8  KSC 52.242-90 CONTROLS APPLICABLE TO CONTRACTOR'S ACTIVITIES OCT 2007)

Definitions: 
Kennedy Policy Directives (KNPDs) 
NASA Headquarters Policy Directives (NPDs).

H-9

RFP NNK08223161R 							SECTION H
 
Kennedy NASA Procedural Requirements (KNPRs) 
NASA Headquarters Procedural Requirements (NPRs)
Quality Assurance Guide (QA-UG)
Joint Discounted Handbook (JHB)

The publications below, and subsequent revisions thereof, are incorporated herein by reference.  These publications prescribe regulatory and procedural criteria which are
applicable to this contract. The contractor shall promptly take corrective action upon notice of noncompliance from the Contracting Officer or his/her authorized representative(s) with any provision of the publications listed below. 
QA-UG-0001	KSC Employee Safety & Health Pocket Guide (See Note 1) 	
JHB 2000 	Consolidated Comprehensive Emergency Management Plan 	
KNPD 1440.1 	KSC Records Management and Vital Records Programs 	
KNPD 1800.2 	KSC Hazard Communication Program 
(In addition to the above, the Contractor shall coordinate submission of hazardous material safety data to the NASA/KSC Materials Safety Data Sheet Archive with the Joint Base Operations Support Contract MSDS Program Administrator.) 	
KNPD 1810.1 	KSC Occupational Medicine Program 	
KNPD 8500.1 	KSC Environmental Management 	
KNPR 1600.1 	KSC Security Procedural Requirements 	
KNPR 1820.3 	KSC Hearing Loss Prevention Program 	
KNPR 1820.4 	KSC Respiratory Protection Program 	
KNPR 1840.19 	KSC Industrial Hygiene Programs (See Note 2 and Note 3) 	
KNPR 1870.1 	KSC Sanitation Program 	
KNPR 4000.1 	Supply and Equipment System Manual 	
KNPR 6000.1 	Transportation Support System 	
KNPR 8500.1 	KSC Environmental Requirements 	
KNPR 8715.3 	KSC Safety Practices Procedural Requirements 	
KNPR 8830.1 	Facilities and Real Property Procedural Requirements 	
KNPD 1860.1 	KSC Radiation Protection Program (Applicable for services performed at KSC and CCAFS involving procurement, use, or handling of ionizing or non-ionizing radiation producing equipment, devices, materials or operations such as: ultraviolet lamps, infrared devices, lasers, RF/microwave transmitters, x-ray)   In addition to compliance with KNPD 1860.1 and 45SWI40-201 (if applicable), the Contractor shall submit, for the Contracting Officer's approval within 30 days after contract award, the names and addresses of laboratories used to perform activities 	

H-10
RFP NNK08223161R 							SECTION H

Note 1: Emergency Medical Treatment 
The contractor shall immediately call for assistance with personnel injury or illness for any incident requiring emergency medical treatment for contractor or subcontractor personnel, or invitees on KSC, or if any person on the job site is rendered unconscious. The contractor shall require the victim to sign an appropriate “refusal of treatment” form, if medical evaluation or treatment is offered and refused. 
Emergency Response onsite at KSC or CCAFS 
911 from a landline phone service 
321-867-7911 from a cell phone 

Note 2: Asbestos-Containing Building Materials 
A. Asbestos-Containing Building Materials (ACBM) are known to be present in facilities 
     assigned under the scope of this contract. The Government will provide information  
     regarding the location and quantity of known ACBM in NASA/KSC facilities to the 
     facility tenant organizations through the JBOSC Environmental Health office. 

B. Special requirements, coordination, and precautions will apply to any work taking place under contracts that involves disturbance of ACBM. Contractors whose contracts require work involving ACBM are required to provide a written program for such work as part of its health and safety plan which is consistent with the requirements of 29 CFR 1926.1101. The contractor shall coordinate any such work involving ACBM with JBOSC Environmental Health, JBOSC Fire Services, and any other resident government or contractor organization whose employees may have access to the work location. 

Note 3:  Confined Spaces 
C. Special requirements, coordination, and precautions will apply to any contract work taking place in confined spaces. Each contractor contracted to perform work in confined spaces is required to provide a written program for such work as part of its health and safety plan which is consistent with the requirements of 29 CFR 1910.146. For work in telecommunications manholes, provisions of 29 CFR 1910.268(o) are also applicable. The contractor shall coordinate any such work in confined spaces with Environmental Health, Fire Services, and any other resident government or contractor organization whose employees may have access to the work location. The provision of Environmental Health services by the government does not prohibit the contractor from providing their own atmospheric testing. The Government will provide information regarding the location of confined spaces to contractors whose employees may have access to the work location through the JBOSC Environmental Health office. (NOTE: Contact JBOSC Environmental Health for confined space description and hazard assessment. CS information may be provided as a fill-in or as a separate attachment. For questions regarding applicability of this clause contact the KSC Industrial Hygiene Officer (TA-C2)). 

H-11

RFP NNK08223161R 							SECTION H

H.9  REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

The completed provision 52.204-8, Annual Representations and Certifications, including any amended representation(s) made at paragraph (b) of the provision; and other representations, certifications and other statements contained in Section K completed and submitted as part of the offer dated [Offerors to Insert date of offer] are hereby incorporated by reference in this resulting contract.

(End of clause)

H.10  EQUAL EMPLOYMENT OPPORTUNITY REPORTING

The contractor shall provide a copy of their annual Standard Form 100 (EEO-1) report filing to the Contracting Officer within seven days of submission to the Office of Federal Contract Compliance Programs.  This report may be provided either electronically or in hard copy in accordance with DRD CR-01)

(End of clause)

H.11  COMPLIANCE WITH APPLICABLE CENTER POLICIES AND PROCEDURES

Contractor and subcontractor personnel (regardless of tier) working on-site at NASA centers shall comply with applicable center policies and procedures.  The Contractor shall keep itself and subcontractors up-to-date with the latest revisions of these policies and procedures.  The Contractor shall promptly take corrective action upon receipt of notice from the Contracting Officer or noncompliance with any applicable center policy or procedure.

(End of clause)

H.12 ORGANIZATIONAL CONFLICT OF INTEREST

(1)	In performing work under this contract, the contractor may be required to inspect, evaluate, assess, critique, review or perform other similar services with respect to products or services provided by the contractor under other NASA contracts.  The occurrence of situations of this kind could possibly cause the contractor’s judgment to be influenced favorably toward such products or services in performing under this
contract.  In addition, the contractor may be required to perform tasks which will affect the quantum or nature of work to be performed by the contractor under other Government 

H-12

RFP NNK08223161R 							SECTION H

contracts (See also H.3 Limitation of Future Contracting).  In order to eliminate or adequately mitigate any conflict of interest which may arise from either of these situations, the prime contractor agrees that it will:

(i)	Provide the Contracting Officer immediate notice in any case where the contractor learns that it or its subcontractors will either be:

(ii)	Performing inspection, evaluation, or similar work concerning products and services which contractor provides to NASA under other NASA contracts, or 

(iii)	Developing requirements for the products or services which the contractor may provide under another contract; 

(2)	Within 7 calendar days after providing such notice to the Government, submit to the Contracting Officer for approval a proposed plan of action for eliminating or adequately mitigating the conflict identified (and subsequently submit any modifications to such plan as may be requested by the Contracting Officer); and 

(3)   (a)  Implement the plan of action as approved by the Contracting Officer.  The contractor shall not undertake the performance of work for which notice has been given until the prime contractor’s plan has been approved, unless the Contracting Officer authorized, in writing,  the prime contractor to proceed with the work pending approval.  Where the term “contractor” is used in this clause, it shall be deemed to mean the prime contractor, and any subcontractor, except in the instance where the term “prime contractor” is specifically used.

        (b)  To the extent that the work under this contract requires access to proprietary, business confidential, or financial data or other companies, and as long as these data remain proprietary or confidential, the contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with other companies.

(c)  Notwithstanding any other provision of this clause, if the contractor develops 
complete specifications or statements of work under this contract for nondevelopmental items, and such specifications or statements of work are incorporated into a subsequent NASA solicitation, the contractor shall be ineligible to furnish the items described in such solicitation.  This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the prime contractor (or determined by the Contracting Officer in the event the parties are unable to agree), sufficient to avoid unfair competitive advantage or potential bias.  The contractor shall not be eligible in any case to compete for the initial contract, including any options, for nondevelopmental items for which contractor has prepared complete specifications or statements of work.  

H-13

RFP NNK08223161R 							SECTION H

NASA shall not unilaterally require the prime contractor to prepare such specifications or statements or wok under this contract.

         (d)  The contractor agrees to include the substantive provisions of this clause in any subcontracts, appropriately modified to reflect a prime-subcontract relationship.

(4)  The contractor agrees to include the substance of this clause in all subcontracts for this program.  The Contractor further agrees to provide the Contracting Officer timely written advance notice of any extenuating circumstances related to this clause.  The Contracting Officer shall evaluate and make a determination on a case by case basis on whether the contractor needs subcontract exceptions in the event that: 
 
        i.  The prime contractor considers the application of the prohibition set forth in this provision to be inappropriate and unnecessary in the case of a particular subcontractor expected to perform a limited, well defined, and non conflicting role on a specific task order;

        ii. The subcontractor provides a written statement affirming its absolute unwillingness to perform absent some relief from the substance of aforesaid paragraphs; and

        iii.  Use of alternate subcontract source would unreasonably detract from the quality of effort.

H.13  KSC 52.242.93 CONTRACTOR WORKFORCE REPORT-ONSITE CONTRACTORS AND SUBCONTRACTORS (OCT 2006)

The contractor shall submit, on a quarterly basis, a manpower report delineating information about its workforce.  The report shall include:  the contract number, the contractor’s total on-site workforce, total on-site union represented employees by bargaining unit, total on-site non-union represented employees, and total off-site workforce performing on the contract.  The contractor shall provide this information no

H-14

RFP NNK08223161R 							SECTION H

later than 10 days after the close of each reporting period which ends March 31st, June 30th, September 30th, and December 31st.  The report shall be submitted to the Contracting Officer.  This report shall be reported under DRD FM-03, Monthly Financial Management Report.  

H.14 ASSOCIATE CONTRACTOR AGREEMENTS

     (a)  In order to achieve the requirements of this contract, the Contractor shall establish, in conjunction with the NASA KSC Constellation Ground Operations Project Office (LX), the means for coordination, cooperation and exchange of information (including establishing non-disclosure agreements)with associate contractors.  The information to be exchanged shall be that required by the associate contractors in the execution of their respective contract requirements.  Associate Contractor Agreements (ACA’s) shall be in place within 30 days after contract award.  The associate contractors contemplated includes the following contracts which are performing work for the Constellation office:

     Artic Slope Research Corporation, Contract No. NAS10-03006-University Affiliated Spaceport  Technology Development Contract (USTDC)
     Boeing, Contract No. NAS10-02007-Checkout, Assembly and Payload Processing Services (CAPPS)
     Booz Allen Hamilton, Contract No. NAS9-02007- Independent Program Assessment Contract (DO44)
     Science Applications International Corporation, Task Order NNK08EA66T under Contract No. GS-23F-0107J, titled “Professional Engineering and Management Support Services for Ground Operations (GO) Project Office at NASA Kennedy Space Center (required in Phase in period only)
     United Space Alliance, Contract No. NNJ06-VAC01C-Space Program Operations Contract

Other associate contractors are anticipated; however, they have not been identified or established at the time of contract award, but will be added by contract modification to this paragraph as required.

     (b) The Contractor shall document agreements with other associate contractors described in (a) above via associate contractor agreements.  The Government will not be a party in such agreements.  A copy of each agreement shall be provided to the Contracting Officer.  All costs associated with such agreements are included in the negotiated cost of this contract.

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RFP NNK08223161R 							SECTION H

     (c) The Contractor is not relieved of any contract requirements or entitled to any adjustments to the contract terms because of the failure to resolve a disagreement with an associate contractor.  Liability for the improper disclosure of any proprietary data contained in or referenced by any agreement shall rest with the parties to the agreement, and not the Government.

The effectiveness of this area will be evaluated as part of the contract performance assessment process, as defined in Section G, paragraph G.10.

H.15	ACCESS TO CONTRACTOR DATA

(i)  “Data” for purposes of this clause, means recorded information, regardless of the form or media on which it may be recorded.  The term includes technical data; computer software; and information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.  Types of data contained in the definition also include contractor internal audits of any discipline, system, or task which directly or indirectly supports Constellation as well as data from any audit of subcontractor(s) performing this contract.  These examples are illustrative and are not to be construed as a limitation on the definition of data.

(ii)  The Contracting Officer or designee shall, through closeout, have access to and the right to examine any of the data produced or used in the performance of this contract.  The purpose of this access provision is to permit the Government to monitor the Contractor’s performance under this contract and to permit sampling of contractor data to verify requirements compliance and continuous improvement without unduly increasing the number of data deliverables to this contract.

(iii)  The Contractor shall make available at all reasonable times for Government inspection all existing Government data provided to the Contractor and any data first produced or used in the performance of this contract for examination through closeout.  Moreover, information provided by the Contractor on any contractor system where NASA data resides shall contain all necessary technical and business application data to determine the degree to which contract requirements are met.  At a minimum, the contractor shall maintain the types of data required by the DRD’s in Attachment J-2.

(iv)	Except for any software systems being provided as part of this contract, and existing Subcontractor systems, the Contractor shall maintain all data on a commercially available system for information management that is easily accessible by NASA.  For the purposes of this clause, “commercially available system” is defined as a system comprised

H-16

RFP NNK08223161R 							SECTION H

of a Commercial Off-the-Shelf (COTS) database management system with its associated reporting/query tools, and a COTS text and graphics viewer software package.  The Contractor must obtain the approval of the Contracting Officer prior to using any new noncommercial system, or any major upgrading of any existing non-commercial systems for information management of data generated under this contract.  As part of this request, the Contractor must justify why no commercial system to manage information is adequate for this contract.  For existing contactor systems, or if use of a noncommercial system is approved, then, upon request, the Contractor shall demonstrate the system to the Government and provide thorough training to Government personnel to ensure they are able to access (i.e., read and copy) all data maintained on the system.

(v)	 The Contractor shall provide the Government unimpeded access to all   
physical and virtual Information Technology areas determined by Government representatives as necessary for surveillance, audit and independent evaluation purposes.  In those instances that access is restricted due to hazards or other personnel access limitations, the Contractor shall accommodate Government personnel such that access is provided and operational safety is not compromised.

(vi) The Government shall have the right to reproduce any data generated in this contract.  The Government shall retain no greater rights in the reproduced data than it would have under the Rights in Data—General clause.
         
                 (vii) The Contractor shall describe the areas of its internal systems where
 NASA access will be permitted, define access and interface 
requirements, and provide NASA the required  
         training to be able to access and use these systems.

(viii)  The Contractor shall flow this clause to all subcontracts.

(End of clause)

H-17

RFP NNK08223161R 							SECTION H

H.16  GOVERNMENT’S RIGHTS FOR INFORMATION INCIDENTAL TO CONTRACT ADMINISTRATION

With the exception of financial information, the Government will have unlimited rights to use and distribute to third parties any administrative or management information developed by the contractor or subcontractor at any tier in whole or in part for the performance of the contract or first produced in the performance of the contract, whether or not said information is specified as a contract deliverable, if created in whole or in part at Governmental expense.  The Contracting Officer may, at any time during the contract  performance or within a period of three (3) years after contract completion, require the delivery of any administrative or management information developed by the contractor or a subcontractor at any tier in whole or in part for the performance of the contract or first produced in the performance of the contract.

The Contracting Officer may release the contractor from the requirements of this clause for specifically identified information at any time during the time period set forth in this clause.

H.17  CONTRACTOR ON-SITE CONTRACT REPRESENTATIVE

The contractor shall appoint a Contract representative at the work site with full authority to receive and execute, on behalf of the contractor, such contract modifications, notices, policy directives, etc., as may be issued pursuant to the terms of this contract.

H.18  NFS 1852.223-73  SAFETY AND HEALTH PLAN (November 2004)  Alternate II  (February 2008) (Deviation)

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

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

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

H-18

RFP NNK08223161R 							SECTION H

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

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

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

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

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

(e) Offerors shall include, as a component of their Safety and Health Plan, a copy of their proposed Drug-and Alcohol-Free Workplace Policy and Plan.  The offeror's policy and plan shall include a full description of the program, and must include positions to be covered, testing events (pre-employment, random, etc.), and substances which the tests cover.

H.19 AUTHORIZED CHANGES

Only the Contracting Officer is authorized to modify the contract and perform all actions consistent with FAR 1.602. Performance of the work under this contract is subject to the written technical direction of the Contracting Officer’s Technical Representative in accordance with NFS 1852.242-70.

H.20  SMALL DISADVANTAGED BUSINESS PARTICIPATION-CONTRACT TARGETS (OFFEROR FILL-IN)

This clause does not apply to SDB offerors unless the SDB offeror has waived the price evaluation adjustment factor by completing paragraph 1 of FAR clause 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns in Section I of this solicitation.

H-19

RFP NNK08223161R 							SECTION H

(a) FAR 19.1202-4(a) requires that SDB subcontracting targets be incorporated in the Contract.  Targets for this contract are as follows:

*
NAICS Industry
Subsectors                                 Dollar Target                         Percent of Contract Value
(TO BE PROPOSED BY OFFEROR)

Total

*North American Industry Classification System (NAICS) Industry Subsectors as determined by the Department of Commerce

 (b)  FAR 19.1202-4(b) requires that SDB concerns that are specifically identified by the offeror be listed in the contract when the extent of the identification of such subcontractors was part of the subfactor on Small Business Utilization.  SDB concerns (subcontractors) specifically identified by the offeror are as follows:

Name of Concern(s):  (TO BE PROPOSED BY OFFEROR)

The Contractor shall notify the Contracting Officer of any substitutions of the firms listed in paragraph (a) if the replacement contractor is not an SDB concern.

H-19
RFP NNK08223161R 							SECTION H

(a)	If the prime offeror is an SDB that has waived the price evaluation adjustment, the target for the work it intends to perform as a prime Contractor is as follows:

Dollars                       Percent of Contract Value
(Offeror fill in)         (Offeror fill in)

(TO BE PROPOSED BY OFFEROR)

(End of Clause)

H-20

RFP NNK08223161R 							SECTION H

H.21  CONVERSION TO FIXED PRICE

During the course of contract performance, NASA may be able to procure some or all of the KLXS requirements on other than a cost-reimbursement basis.  NASA will consider proposals submitted by the contractor to convert cost-reimbursable work to firm-fixed price work prior to the exercise of Option 1 and again prior to Options 2, and 3.  If the Government decides to convert all or part of the contract to a fixed-price type of contractual arrangement, the parties shall negotiate, in good faith, to revise the contract type.  Prior to the exercise of options 1, 2, and 3, the Government will perform the required analysis per FAR 17.207 to determine if any or all of the contract requirements are suitable for conversion to fixed price contract type.

H.22 RECORDS MANAGEMENT

Contractor shall ensure accurate and complete records (including legacy, electronic, and vital records), as defined by 44 U.S.C. Section 3301 and 36 Code of Federal Regulations (CFR) Parts 1220.14 and 1222.12, of Government business be maintained in accordance with the NASA Procedural Requirement (NPR) 1441.1, NASA Records Retention Schedules, are segregated from company-owned records and from non-record materials, and shall provide NASA or authorized representatives access to all Government records in accordance with Federal Acquisition Regulations (FAR) Subpart 4.7.  The Government reserves the right to inspect, audit, and copy record holdings.

The contractor shall maintain a records management program for Government-owned records and submit a records management plan in accordance with DRD KLXS-CR-03.  
The contractor shall submit an annual "Summary of Record Holdings and Transfers" to the Center’s records manager in accordance with DRD KLXS-CR-04. 
At the completion or termination of this contract, or as record retention schedule expires, the contractor shall deliver Government-owned records to the Center Records Manager in accordance with Kennedy NASA Policy Directive (KNPD) 1440.1.

H-21

RFP NNK08223161R 							SECTION I

SECTION I - CONTRACT CLAUSES 

I. 1  FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.  Upon request, the Contracting Officer will make their full text available.  Also, the full text of a clause may be accessed electronically at this/these address(es): 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

(a)	Federal Acquisition Regulation (48 CFR Chapter 1)
(1)	FAR 52.202-1 DEFINITIONS (JUL 2004)
(2)	FAR 52.203-3 GRATUITIES (APR 1984)
(3)	FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)
(4)	FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)
(5)	FAR 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995)
(6)	FAR 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)
(7)	FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)
(8)	FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007)
(9)	FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000)
(10)	FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION (JUL 2006)
(11)	FAR 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (SEP 2007) 
(12)	FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006) 
(13)	FAR 52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP 1990) 
(14)	FAR 52.215-2 AUDIT AND RECORDS - NEGOTIATION (JUN 1999) 

I-1

RFP NNK08223161R 							SECTION I
(15)	FAR 52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT (OCT 1997) 
(16)	FAR 52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA- MODIFICATIONS (OCT 1997) 
(17)	FAR 52.215-13 SUBCONTRACTOR COST OR PRICING DATA – MODIFICATIONS (OCT 1997) 
(18)	FAR 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2004) I
(19)	FAR 52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS (JUL 2005) 
(20)	FAR 52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA - MODIFICATIONS (OCT 1997)
(21)	FAR 52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002) [Insert paragraph (a)(3): 30th]
(22)	FAR 52.216-8  FIXED FEE (MAR 1997)
(23)	FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) [Insert 15 days prior to contract completion]
(24)	FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) [Insert paragraph (a): 30 days; 60 days.  Insert paragraph (c): 5 years (including phase-in)]
(25)	FAR 52.219-4  NOTICE OF PRICE EVALUATION PREFERENCE FOR HUBZONE SMALL BUSINESS  (JUL 2005)
(26)	FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)
(27)	FAR 52.219-9  SMALL BUSINESS SUBCONTRACTING PLAN ((SEP 2006) – ALTERNATE II (OCT 2001)
(28)	FAR 52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999)
(29)	FAR 52.219-23  NOTICE OF PRICE EVALUATION ADJUSTMENT FOR SMALL DISADVANTAGED BUSINESS CONCERNS-Alternate I
(30)	FAR 52.219-24  SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM –TARGETS  (JAN 1999)

I-2

RFP NNK08223161R 							SECTION I

(31)	FAR 52.219-25  SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM-DISADVANTAGED STATUS AND REPORTING (OCT 1999)
(32)	FAR 52.219-28  POST AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUN 2007)
(33)	FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)
(34)	FAR 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990) [Insert paragraph (a): ($0) 
(35)	FAR 52.222-3 CONVICT LABOR (JUN 2003)
(36)	FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
(37)	FAR 52.222-26 EQUAL OPPORTUNITY (MAR 2007)
(38)	FAR 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006)
(39)	FAR 52 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)
(40)	FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006)
(41)	FAR 52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (JUL 2005)
(42)	FAR 52.222-50 COMBATING TRAFFICKING IN PERSONS (AUG 2007) 
(43)	FAR 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (AUG 2003)
(44)	FAR 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)
(45)	FAR 52.223-10 WASTE REDUCTION PROGRAM (AUG 2000)
(46)	FAR 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)
(47)	FAR 52.224-1  PRIVACY ACT NOTIFICATION (APR 1984)
(48)	FAR 52.224-2  PRIVACY ACT (APR 1984)
(49)	FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2006)
(50)	FAR 52.227-1 AUTHORIZATION AND CONSENT (JUL 1995)

I-3

RFP NNK08223161R 							SECTION I

(51)	FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (AUG 1996)
(52)	FAR 52.227-14  RIGHTS IN DATA—GENERAL (DEC 2007)
(53)	FAR 52.227-16 ADDITIONAL DATA RIGHTS (JUN 1987)
(54)	FAR 52.228-5 INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997) 
(55)	FAR 52.228-7 INSURANCE - LIABILITY TO THIRD PERSONS (MAR 1996)
(56)	FAR 52.229-1 STATE AND LOCAL TAXES (APR 1984) (APPLICABLE TO FIXED PRICE ONLY)
(57)	(FAR 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (APR 2003) (APPLICABLE TO FIXED PRICE ONLY)
(58)	FAR 52.230-2 COST ACCOUNTING STANDARDS (APR 1998) (APPLICABLE TO COST REIMBURSEMENT ONLY)
(59)	FAR 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (APR 2005)  (APPLICABLE TO COST REIMBURSEMENT ONLY)
(60)	FAR 52.232-8 DISCOUNTS FOR PROMPT PAYMENT(FEB 2002) (APPLICABLE TO FIXED PRICE ONLY)
(61)	FAR 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)
(62)	FAR 52.232-17 INTEREST (JUN 1996)
(63)	FAR 52.232-18 AVAILABILITY OF FUNDS (APR 1984) 
(64)	FAR 52.232-22 LIMITATION OF FUNDS (APR 1984) (APPLICABLE TO COST REIMBURSEMENT ONLY)
(65)	FAR 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)
(66)	FAR 52.232-25 PROMPT PAYMENT (OCT 2003) - ALTERNATE I (FEB 2002)
(67)	FAR 52.232-33  PAYMENT BY ELECTRONIC FUNDS TRANSFER -CENTRAL CONTRACTOR REGISTRATION  (OCT 2003)
(68)	(FAR 52.233-1 DISPUTES (JUL 2002) - ALTERNATE I (DEC 1991) 
(69)	FAR 52.233-3 PROTEST AFTER AWARD (AUG 1996) - ALTERNATE I (JUN 1985) 

I-4

RFP NNK08223161R 							SECTION I

(70)	FAR 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004) 
(71)	FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) 
(72)	FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991) 
(73)	FAR 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) 
(74)	FAR 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984) 
(75)	FAR 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (MAY 2001) 
(76)	FAR 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997) 
(77)	FAR 52.242-13 BANKRUPTCY (JUL 1995) 
(78)	FAR 52.243-1 CHANGES-FIXED PRICE (AUG 1987)-Alternate II (APR 1984) (APPLICABLE TO FIXED PRICE ONLY)
(79)	FAR 52.243-2 CHANGES - COST-REIMBURSEMENT (AUG 1987) - ALTERNATE II (APR 1984) (APPLICABLE TO COST REIMBURSEABLE ONLY))
(80)	FAR 52.243-6 CHANGE ORDER ACCOUNTING (APR 1984)
(81)	FAR 52.244-2 SUBCONTRACTS (JUN 2007) - ALTERNATE I (JUN 2007) [Insert paragraph (d): TBD.  Insert paragraph (j): TBD]
(82)	FAR 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996)
(83)	FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (MAR 2007)
(84)	FAR 52.245-1  GOVERNMENT PROPERTY (JUN 2007)
(85)	FAR 52.245-9  USE AND CHARGES (JUN 2007) (APPLICABLE TO FIXED PRICE ONLY)
(86)	FAR 52.246-25 LIMITATION OF LIABILITY - SERVICES (FEB 1997)
(87)	FAR 52.247-63 PREFERENCE FOR U.S. FLAG AIR CARRIERS (JUN 2003)
(88)	FAR 52.248-1  VALUE ENGINEERING (FEB 2000)
(89)	FAR 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED PRICE)  (MAY 2004) (APPLICABLE TO FIXED PRICE ONLY)
(90)	FAR 52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004) (APPLICABLE TO COST REIMBURSEMENT ONLY))
(91)	FAR 52.249-8 DEFAULT (FIXED PRICE SUPPLY AND SERVICE) (APR 1984) (APPLICABLE TO FIXED PRICE ONLY)
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RFP NNK08223161R 							SECTION I

(92)	FAR 52.249-14 EXCUSABLE DELAYS (APR 1984) (APPLICABLE TO FIXED PRICE ONLY)
(93)	FAR 52.251-1 GOVERNMENT SUPPLY SOURCES (APR 1984)
(94)	FAR 52.251-2 INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLES AND RELATED SERVICES (JAN 1991)
(95)	FAR 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

(b)	NASA Federal Acquisition Regulation Supplement (48 CFR Chapter 18)
(1)	NFS 1852.216-89 ASSIGNMENT AND RELEASE FORMS (JUL 1997) 
(2)	NFS 1852.219-74  USE OF RURAL AREA SMALL BUSINESSES (SEP 1990)
(3)	NFS 1852.223-76 FEDERAL AUTOMOTIVE  STATISTICAL TOOL REPORTING (JUL 2003)
(4)	NFS 1852.227-14 RIGHTS IN DATA-GENERAL (JUN 1988)
(5)	NFS 1852.237-70 EMERGENCY EVACUATION PROCEDURES (DEC 1988)
(6)	NFS 1852.243-71 SHARED SAVINGS (MAR 1997)

I.2  FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) 

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

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

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

(b) The Contractor shall - 

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

(2) Provide the ACO or designated representative ready access to the records upon request;
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RFP NNK08223161R 							SECTION I
(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor's ownership changes; and

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

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

(End of clause)

I.3 FAR 52.216-18 ORDERING (OCT 1995) (Modified) (Applicable to CLIN 0005)
(a) Any supplies and services to be furnished under this contract for CLIN 0005 (ID/IQ CPFF task orders) 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 October 1, 2008 through September 30, 2013. 
(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control. 
(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule. 
(End of clause)

I.4 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995) 

(a) Minimum task order. When the Government requires supplies or services covered by this contract in an amount of less than $2,500, 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 $10,000,000;

(2) Any order for a combination of items in excess of $10,000,000; or

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RFP NNK08223161R 							SECTION I

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in subparagraph (b) (1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

I.5 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995) 

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

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

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

 (d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the 

I-8

RFP NNK08223161R 							SECTION I
contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the contract period of performance identified in the ordering period specified in Section I, paragraph I.3 entitled "Ordering".

(End of clause)

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

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

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

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

Notice to Employees

Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. 

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

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

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RFP NNK08223161R 							SECTION I
For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or toll free number:

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

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

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

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

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

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

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

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

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

I-10

RFP NNK08223161R 							SECTION I
if the Deputy Assistant Secretary finds that the Contractor has demonstrated that--

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

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

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

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

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

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

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

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

I-11

RFP NNK08223161R 							SECTION I
vendor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of clause)

I.7  FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

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

This Statement is for Information Only: It is not a Wage Determination
Employee Class	Monetary Wage - Fringe Benefits
See Wage Determination Attachment J.3

(End of clause)

I.8 FAR 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) 

(a)	The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the date of the clause.
(b)	The use in this solicitation or contract of any NASA FAR Supplement (48 CFR 18) clause with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the regulation.
(End of clause)

I.9 NFS 1852.204-76  SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY RESOURCES(MAY 2008) (Deviation) 

  (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 

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RFP NNK08223161R 							SECTION I

		(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

I-13

RFP NNK08223161R 							SECTION I
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.  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. 

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RFP NNK08223161R 							SECTION I

(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 

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RFP NNK08223161R 							SECTION I

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);

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RFP NNK08223161R 							SECTION I

			(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)

I.10 NFS 1852.215-84 OMBUDSMAN (OCT 2003) 
(a)	An ombudsman has been appointed to hear and facilitate the resolution of concerns from offerors, potential offerors, and contractors during the preaward and postaward phases of this acquisition.  When requested, the ombudsman will maintain strict confidentiality as to the source of the concern.  The existence of the ombudsman is not to diminish the authority of the contracting officer, the Source Evaluation Board, or the selection official.  Further, the ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of formal contract disputes.  Therefore, before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the contracting officer for resolution. 

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RFP NNK08223161R 							SECTION I
(b)	If resolution cannot be made by the contracting officer, interested parties may contact the installation ombudsman, Mr. James E. Hattaway, Jr.  Address: Kennedy Space Center, Mail Code: AA-B, Kennedy Space Center FL 32899.  Telephone/FAX Number: 321.867.2346/8807.  Email: James.E.Hattaway@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, email 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.

I.11 NFS 1852.219-76 NASA 8 PERCENT GOAL (JUL 1997) 
(a)	Definitions.
Historically Black Colleges or University, as used in this clause, means an institution determined by the Secretary of Education to meet the requirements of 34 CFR Section 608.2.  The term also includes any nonprofit research institution that was an integral part of such a college or university before November 14, 1986.

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

Small disadvantaged business concern, as used in this clause, means a small business concern that (1) is at least 51 percent unconditionally owned by one or more individuals who are both socially and economically disadvantaged, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more socially and economically disadvantaged individuals, and (2) has its management and daily business controlled by one or more such individuals.  This term also means a small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more of these entities, which has its management and daily business controlled by members of an economically disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the requirements of 13 CFR 124.

Women-owned small business concern, as used in this clause, means a small business concern (1) which is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is 
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RFP NNK08223161R 							SECTION I

(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.12 NFS 1852.219-75 SMALL BUSINESS SUBCONTRACT REPORTING (MAY 1999)  

(a) The Contractor shall submit the Summary Subcontract Report (Standard Form (SF) 295) semiannually for the reporting periods specified in block 4 of the form.  All other instructions for SF 295 remain in effect.

(b) The Contractor shall include this clause in all subcontracts that include the clause at FAR 52.219-9.

(End of clause)

I.13 NFS 1852.228-75 MINIMUM INSURANCE COVERAGE (OCT 1988) 

The Contractor shall obtain and maintain insurance coverage as follows for the performance of this contract:

(a)	Worker's compensation and employer's liability insurance as required by applicable Federal and state workers' compensation and occupational disease statutes.  If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with the Contractor's commercial operations that it would not be practical.  The employer's liability coverage shall be at least $100,000, except in States with exclusive or monopolistic funds that do not permit workers’ compensation to be written by private carriers.

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RFP NNK08223161R 							SECTION I

(b)	Comprehensive general (bodily injury) liability insurance of at least $500,000 per occurrence.
(c)	Motor vehicle liability insurance written on the comprehensive form of policy which provides for bodily injury and property damage liability covering the operation of all motor vehicles used in connection with performing the contract.  Policies covering motor vehicles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury liability and $20,000 per occurrence for property damage.  The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims.
(d)	Comprehensive general and motor vehicle liability policies shall contain a provision worded as follows:  The insurance company waives any right of subrogation against the United States of America which may arise by reason of any payment under the policy.
(e)	When aircraft are used in connection with performing the contract, aircraft public and passenger liability insurance of at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage.  Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater.
(End of clause)

I.14 NFS 1852.223-74  DRUG AND ALCOHOL FREE WORKFORCE (1852.223-74) (MAR 1996) (DEVIATION)
(a) Definitions.  As used in this clause the terms "employee," "controlled substance," "employee in a sensitive position," and “use, in violation of applicable law or Federal regulation, of alcohol” are as defined in 48 CFR 1823.570-2.

(b)   (1) The Contractor shall institute and maintain a program for achieving a drug-and alcohol-free workforce.  As a minimum, the program shall provide for preemployment, reasonable suspicion, random, post-accident, and periodic recurring (follow-up) testing of contractor employees in sensitive positions for use, in violation of applicable law or Federal regulation, of alcohol or a controlled substance.  The Contractor may establish its testing or rehabilitation program in cooperation with other contractors or organizations.

		(2) In determining which positions to designate as "sensitive," the contractor will use the NASA Procedural Requirements (NPR) 3792.1B (July 29, 2006), Appendices A and B on "Testing Designated Positions" (TDPs) for federal 

I-20

RFP NNK08223161R 							SECTION I
employees, as a guide for the criteria and in designating "sensitive" positions for contractor employees. 

		(3) This clause neither prohibits nor requires the Contractor to test employees in a foreign country.  If the Contractor chooses to conduct such testing, this clause does not authorize the Contractor to violate foreign law in conducting such testing.

		(4) The contractor’s program shall test for the use of phencyclidine (PCP), amphetamines, opiates, marijuana, cocaine, and alcohol.  The Contractor’s program may test for the use of other controlled substances.  For example, the contractor may adopt and implement a more expansive drug- and alcohol-free workplace policy and testing program permitted under federal or state law (e.g., Florida Statutes §§ 440.101 et seq.) or other authority. 

		(5) The contractor shall employ post-accident testing for all employees in sensitive positions performing work on a NASA facility for phencyclidine (PCP), amphetamines, opiates, marijuana, cocaine, and alcohol.  Post-accident testing shall be conducted when the Contractor determines the employee’s actions are reasonably suspected of having caused or contributed to an accident resulting in death or personal injury requiring immediate hospitalization or damage to Government or private property estimated to exceed $10,000. 

		(6) The Contractor's program shall conform to the "Mandatory Guidelines for Federal Workplace Drug Testing Programs" published by the Department of Health and Human Services (59 FR 29908, June 9, 1994) and the procedures in 49 CFR part 40, "Procedures for Transportation Workplace Drug Testing Programs," in which references to "DOT" shall be read as "NASA", and the split sample method of collection shall be used.

 (c) (1)  The Contractor's program shall provide, where appropriate, for the suspension, disqualification, or dismissal of any employee in a sensitive position in any instance where a test conducted and confirmed under the Contractor's program indicates that such individual has used, in violation of applicable law or Federal regulation, alcohol or a controlled substance.

(2)	The Contractor's program shall further prohibit any such individual from
 working in a sensitive position on a NASA contract, unless such individual has completed a program of rehabilitation described in paragraph (d) of this clause.  

I-21

RFP NNK08223161R 							SECTION I

		(3) The Contractor's program shall further prohibit any such individual from working in any sensitive position on a NASA contract if the individual is determined under the Contractor's program to have used, in violation of applicable law or Federal regulation, alcohol or a controlled substance and the individual meets any of the following criteria:

			(i) The individual had undertaken or completed a rehabilitation program described in paragraph (d) of this clause prior to such use;

			(ii) Following such determination, the individual refuses to undertake such a rehabilitation program;

			(iii) Following such determination, the individual fails to complete such a rehabilitation program; or

			(iv) The individual used a controlled substance or alcohol while on duty.

(d) The Contractor shall institute and maintain an appropriate rehabilitation program which shall, as a minimum, provide for the identification and opportunity for treatment of employees whose duties include responsibility for safety-sensitive, security, or National security functions who are in need of assistance in resolving problems with the use of alcohol or controlled substances.
(e) The requirements of this clause shall take precedence over any state or local Government laws, rules, regulations, ordinances, standards, or orders that are inconsistent with the requirements of this clause.
(f) For any collective bargaining agreement, the Contractor will negotiate the terms of its program with employee representatives, as appropriate, under labor relations laws or negotiated agreements. Such negotiation, however, cannot change the requirements of this clause. Employees covered under collective bargaining agreements will not be subject to the requirements of this clause until those agreements have been modified, as necessary; provided, however, that if one year after commencement of negotiation the parties have failed to reach agreement, an impasse will be determined to have been reached and the Contractor will unilaterally implement the requirements of this clause.
(g) The Contractor shall insert a clause containing all the terms of this clause, including this paragraph (g), in all subcontracts, in which work is performed by an employee in a sensitive position, except contracts for commercial items (see FAR Parts 2 and 12).
(End of clause)

I-22

RFP NNK08223161R 							SECTION I

I.15  NFS 1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005) 

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

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

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

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

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

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

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

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

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

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

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

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RFP NNK08223161R 							SECTION I
 (e) The nature of the work on this contract may subject the Contractor and its employees to a variety of laws and regulations relating to ethics, conflicts of interest, corruption, and other criminal or civil matters relating to the award and administration of government contracts. Recognizing that this contract establishes a high standard of accountability and trust, the Government will carefully review the Contractor's performance in relation to the mandates and restrictions found in these laws and regulations. Unauthorized uses or disclosures of sensitive information may result in termination of this contract for default, or in debarment of the Contractor for serious misconduct affecting present responsibility as a government contractor.

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

(End of clause)

I.16  NFS 1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005) 

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

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

     (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 

I-24

RFP NNK08223161R 							SECTION I
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.

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RFP NNK08223161R 							SECTION I

(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)

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RFP NNK08223161R 							SECTION J

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

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

Attach.
No.	Title	No. of
Pages	
J.1	KLXS Statement of Work (SOW) 	33	
J.2	Data Requirements List and Data Requirements Documents (DRDS)	45	
J.3	Wage Determination	9	
J.4	Safety and Health Plan 	TBD	
J.5	PIV Card Issuance Procedures	3	
J.6	Applicable Reference Documents	10	
J.7	Standard Labor Categories, Qualifications 	3	
J.8	Abbreviations and Acronyms List	5	
J.9	(Core Effort Labor hours-CLINS 0001-0004))(to be filled in at Contract Award)	1	
J.10	Small Business Subcontracting Plan	TBD	

J-1

RFP NNK08223161R 							SECTION K

             SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER    
                                      STATEMENTS 

K.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE 

I.  FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
  
CLAUSE NUMBER             TITLE                                                                       DATE

52.203-11	CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS  
                        TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS     SEP 2005
52.222-38	COMPLIANCE WITH VETERAN’S EMPLOYMENT             DEC 2001
                        REQUIREMENTS

II.  NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) clauses
    
CLAUSE NUMBER     TITLE                                                                               DATE

None

K.2 FAR 52.204-5 WOMEN-OWNED BUSINESS OTHER THAN SMALL BUSINESS (MAY 1999)

(a) Definition. “Women-owned business concern,” as used in this provision, means a concern that 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 its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women.

(b) Representation. [Complete only if the offeror is a women-owned business concern and has not represented itself as a small business concern in paragraph (b)(1) of FAR 52.219-1,“Small Business Program Representation, of this solicitation.”] The Offeror represents that it [ ] is a women-owned business concern.

K.3 FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2006) 

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541330, Engineering Services.

K-1

RFP NNK08223161R 							SECTION K

          (2) The small business size standard is $25 million exception for military and 
           aerospace equipment and military weapons.

          (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)

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RFP NNK08223161R 							SECTION K

K.4 FAR 52.209-5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS (DEC 2001)

(a) (1) The Offeror certifies, to the best of its knowledge and belief, that --

(i) The Offeror and/or any of its Principals –

(A) Are [ ] are not [ ] presently debarred, suspended, proposed for
debarment, or declared ineligible for the award of contracts by any
Federal agency;

 (B) Have [ ] have not [ ], within a three-year period preceding this offer,
been convicted of or had a civil judgment rendered against them for:
commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, state, or local)
contract or subcontract; violation of Federal or state antitrust statutes
relating to the submission of offers; or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making
false statements, tax evasion, or receiving stolen property; and

(C) Are [ ] are not [ ] presently indicted for, or otherwise criminally or
civilly charged by a Governmental entity with, commission of any of the
offenses enumerated in paragraph (a)(1)(i)(B) of this provision.

(ii) The Offeror has [ ] has not [ ], within a three-year period preceding this offer,
had one or more contracts terminated for default by any Federal agency.

(2) “Principals,” for the purposes of this certification, means officers; directors; owners;
partners; and, persons having primary management or supervisory responsibilities
within a business entity (e.g., general manager; plant manager; head of a subsidiary,
division, or business segment, and similar positions).

This Certification Concerns a Matter Within the Jurisdiction of an Agency of the
United States and the Making of a False, Fictitious, or Fraudulent Certification May
Render the Maker Subject to Prosecution Under Section 1001, Title 18, United
States Code.

(b) The Offeror shall provide immediate written notice to the Contracting Officer if, at anytime prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

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RFP NNK08223161R 							SECTION K

(c) A certification that any of the items in paragraph (a) of this provision exists will not
necessarily result in withholding of an award under this solicitation. However, the
certification will be considered in connection with a determination of the Offeror’s
responsibility. Failure of the Offeror to furnish a certification or provide such additional
information as requested by the Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default.

K.5 FAR 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS
(ALTERNATE I) (ARP 2002)

(a)  (1) The North American Industry Classification System (NAICS) code for this
acquisition is _________________________ [insert NAICS code].

(2)The small business size standard is _____________ [insert size standard].

       (3) The small business size standard for a concern which submits an offer in its own
name, other than on a construction or service contract, but which proposes to furnish
a product which it did not itself manufacture, is 500 employees.

(b) Representations.

(1) The Offeror represents as part of its offer that it [ ] is, [ ] is not a small business
concern.

(2) [Complete only if the offeror represented itself as a small business concern in
paragraph (b)(1) of this provision.] The Offeror represents, for general statistical
purposes, that it [ ] is, [ ] is not, a small disadvantaged business concern as
defined in 13 CFR 124.1002.

K-4

RFP NNK08223161R 							SECTION K

(3) [Complete only if the offeror represented itself as a small business concern in
paragraph (b)(1) of this provision.] The Offeror represents as part of its offer that it [
] is, [ ] is not a women-owned small business concern.

(4) [Complete only if the offeror represented itself as a small business concern in
paragraph (b)(1) of this provision.] The offeror represents as part of its offer that it [
] is, [ ] is not a veteran-owned small business concern.

(5) [Complete only if the offeror represented itself as a veteran-owned small business
concern in paragraph (b)(4) of this provision.] The Offeror represents as part of its
offer that is [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(6) [Complete only if the offeror represented itself as a small business concern in
paragraph (b)(1) of this provision.] The Offeror represents, as part of its offer, that –

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this
representation, on the List of Qualified HUBZone Small Business Concerns
maintained by the Small Business Administration, and no material change in
ownership and control, principal office, or HUBZone employee percentage
has occurred since it was certified by the Small Business Administration in
accordance with 13 CFR part 126; and

 (ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13
CFR part 126, and the representation in paragraph (b)(6)(i) of this provision
is accurate of the HUBZone small business concern or concerns that are
participating in the joint venture. [The offeror shall enter the name or names
of the HUBZone small business concern or concerns that are participating in
the joint venture: ___________.] Each HUBZone small business concern
participating in the joint venture shall submit a separate signed copy of the
HUBZone representation.

(7) [Complete if offeror represented itself as disadvantaged in paragraph (b)(2) of this
provision.] The Offeror shall check the category in which its ownership falls:
___ Black American.
___ Hispanic American.
___ Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).
___ Asian-Pacific American (persons with origins from Burma, Thailand,
Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos,
Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust
Territory of the Pacific Islands (Republic of Palau), Republic of the Marshall
Islands, Federated States of Micronesia, the Commonwealth of the Northern
Mariana Islands, Guam, Samoa, Macao, Hong Kong, Fiji, Tonga, Kiribati,
Tuvalu, or Nauru).

K-5

RFP NNK08223161R 							SECTION K

___ Subcontinent Asian (Asian-Indian) American (persons with origins from India,
Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).

___ Individual/concern, other than one of the preceding.

(c) Definitions. As used in this provision—

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern—

     (i) Not less than 51 percent of which is owned by one or more service disabled
veterans or, in the case of any publicly owned business, not
less than 51 percent of the stock of which is owned by one or more
service-disabled veterans; and

     (ii) The management and daily business operations of which are controlled
by one or more service-disabled veterans or, in the case of a service disabled
veteran with permanent and severe disability, the spouse or
permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with
a disability that is service-connected, as defined in 38 U.S.C. 101(16).

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

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as
defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business,
not less than 51 percent of the stock of which is owned by one or more
veterans; and

(2) The management and daily business operations of which are controlled by one
or more veterans.

“Women-owned small business concern,” means a small business concern --
(1) That 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

K-6
RFP NNK08223161R 							SECTION K

(2) Whose management and daily business operations are controlled by one or more
women.

(d) Notice.

(1) If this solicitation is for supplies and has been set-aside, in whole or in part, for small
business concerns, then the clause in this solicitation providing notice of the set-aside
contains restrictions on the source of the end items to be furnished.

(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm’s status as a small,
HUBZone small, small disadvantaged, or women-owned small business concern in
order to obtain a contract to be awarded under the preference programs established
pursuant to section 8(a), 8(d), 9, or 15 of the Small Business Act or any other
provision of Federal law that specifically references section 8(d) for a definition of
program eligibility, shall --
(i) Be punished by imposition of fine, imprisonment, or both;
(ii) Be subject to administrative remedies, including suspension and debarment;
and
(iii) Be ineligible for participation in programs conducted under the authority of the
Act.

K.6  FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The Offeror represents that –

(a) It [ ] has, [ ] has not participated in a previous contract or subcontract subject to the Equal
Opportunity clause of this solicitation;

(b) It [ ] has, [ ] has not filed all required compliance reports; and

(c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.

K.7 FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

The Offeror represents that—

(a) It [ ] has developed and has on file, [ ] has not developed and does not have on file, at
each establishment, affirmative action programs required by the rules and regulations of
the Secretary of Labor (41 CFR 60-1 and 60-2), or

K-7
RFP NNK08223161R 							SECTION K

(b) It [ ] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor.

K.8 FAR 52.223-13 CERTIFICATION OF TOXIC CHEMICAL RELEASE
REPORTING (AUG 2003)

(a) Executive Order 13148, of April 21, 2000, Greening the Government through Leadership in Environmental Management, requires submission of this certification as a prerequisite for contract award.

(b) By signing this offer, the Offeror certifies that –

(1) As the owner or operator of facilities that will be used in the performance of this
contract that are subject to the filing and reporting requirements described in section
313 of the Emergency Planning and Community Right-to-Know Act of 1986
(EPCRA) (42 U.S.C. 11023) and section 6607 of the Pollution Prevention Act of
1990 (PPA) (42 U.S.C. 13106), the Offeror will file and continue to file for such
facilities for the life of the contract the Toxic Chemical Release Inventory Form
(Form R) as described in sections 313(a) and (g) of EPCRA and section 6607 of
PPA; or

(2) None of its owned or operated facilities to be used in the performance of this
contract is subject to the Form R filing and reporting requirements because each
such facility is exempt for at least one of the following reasons: [Check each block
that is applicable.]

[ ] (i) The facility does not manufacture, process, or otherwise use any toxic
chemicals listed in 40 CFR 372.65;

[ ] (ii) The facility does not have 10 or more full-time employees as specified in
section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A);

[ ] (iii) The facility does not meet the reporting thresholds of toxic chemicals
established under section 313(f) of EPCRA, 42 U.S.C. 11023(f) (including
the alternate thresholds at 40 CFR 372.27, provided an appropriate
certification form has been filed with EPA);

[ ] (iv) The facility does not fall within the following Standard Industrial
Classification (SIC) codes or their corresponding North American Industry
Classification System sectors:

K-8

RFP NNK08223161R 							SECTION K

(A) Major group code 10 (except 1011, 1081, and 1094).

(B) Major group code 12 (except 1241).

(C) Major group codes 20 through 39.

(D) Industry code 4911, 4931, 4939 (limited to facilities that combust coal
and/or oil for the purpose of generating power for distribution in
commerce).

(E) Industry code 4953 (limited to facilities regulated under the Resource
Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921, et seq.)),
or 5169, 5171, 7389 (limited to facilities primarily engaged in solvent
recovery services on a contract or fee basis); or

[ ] (v) The facility is not located within any State of the United States or its
outlying areas.

K.9 FAR 52.227-15 REPRESENTATION OF LIMITED RIGHTS DATA AND
RESTRICTED COMPUTER SOFTWARE (MAY 1999)

(a) This solicitation sets forth the work to be performed if a contract award results, and the Government’s known delivery requirements for data (as defined in FAR 27.401). Any
resulting contract may also provide the Government the option to order additional data
under the Additional Data Requirements clause at 52.227-16 of the FAR, if included in
the contract. Any data delivered under the resulting contract will be subject to the Rights
in Data -- General clause at 52.227-14 that is to be included in this contract. Under the
latter clause, a Contractor may withhold from delivery data that qualify as limited rights
data or restricted computer software, and deliver form, fit, and function data in lieu
thereof. The latter clause also may be used with its Alternates II and/or III to obtain
delivery of limited rights data or restricted computer software, marked with limited rights
or restricted rights notices, as appropriate. In addition, use of Alternate V with this latter
clause provides the Government the right to inspect such data at the Contractor’s facility.

(b) As an aid in determining the Government’s need to include Alternate II or Alternate III in the clause at 52.227-14, “Rights in Data – General”, the offer shall complete paragraph of this provision to either state that none of the data qualify as limited rights data or restricted computer software, or identify, to the extent feasible, which of the data
qualifies as limited rights data or restricted computer software. Any identification of

K-9

RFP NNK08223161R 							SECTION K

limited rights data or restricted computer software in the Offeror’s response is not
determinative of the status of such data should a contract be awarded to the Offeror.

(c) The Offeror has reviewed the requirements for the delivery of data or software and states
[offeror check appropriate block] –

[ ] None of the data proposed for fulfilling such requirements qualifies as limited
rights data or restricted computer software.

 [ ] Data proposed for fulfilling such requirements qualify as limited rights data or
restricted computer software and are identified as follows:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________

Note: “Limited rights data” and “Restricted computer software” are defined in the
contract clause entitled “Rights in Data -- General.”

K.10  FAR 52.230-1 COST ACCOUNTING STANDARD NOTICES AND CERTIFICATION (JUN 2000) 

Note: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified by Roman numerals I through III.

Offerors shall examine each part and provide the requested information in order to determine Cost Accounting Standards (CAS) requirements applicable to any resultant contract.

If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to full or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively.

I. Disclosure Statement - Cost Accounting Practices and Certification

(a) Any contract in excess of $500,000 resulting from this solicitation will be subject to the requirements of the Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as specified in 48 CFR 9903.201-1.

(b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 CFR Chapter 99 must, as a condition of 

K-10

RFP NNK08223161R 							SECTION K

contracting, submit a Disclosure Statement as required by 48 CFR 9903.202. When required, the Disclosure Statement must be submitted as a part of the offeror's proposal under this solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in connection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the offeror may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I of this provision.

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

(c) Check the appropriate box below:

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

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

(ii) One copy to the cognizant Federal auditor.

(Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the cognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.)

Date of Disclosure Statement: [Name and Address of Cognizant ACO or Federal Official Where Filed:] 

The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the Disclosure Statement.

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

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RFP NNK08223161R 							SECTION K

Date of Disclosure Statement: [ ]
Name and Address of Cognizant ACO or Federal Official Where Filed: [ ]

The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the applicable Disclosure Statement.

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

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

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

II. Cost Accounting Standards - Eligibility for Modified Contract Coverage

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

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RFP NNK08223161R 							SECTION K

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

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

III. Additional Cost Accounting Standards Applicable to Existing Contracts

The offeror shall indicate below whether award of the contemplated contract would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting existing contracts and subcontracts.

[ ] yes [ ] no

(End of provision)
K.11  FAR 52.230-7  PROPOSAL DISCLOSURE-COST ACCOUNTING PRACTICE CHANGES  

Proposal Disclosure—Cost Accounting Practice Changes (Apr 2005) 
The offeror shall check “yes” below if the contract award will result in a required or unilateral change in cost accounting practice, including unilateral changes requested to be desirable changes.
(   ) Yes 	   (   ) No 	

If the offeror checked “Yes” above, the offeror shall— 
(1) Prepare the price proposal in response to the solicitation using the changed practice for the period of performance for which the practice will be used; and 
(2) Submit a description of the changed cost accounting practice to the Contracting Officer and the Cognizant Federal Agency Official as pricing support for the proposal. 

(End of provision) 

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RFP NNK08223161R 							SECTION L

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS 

L.1 CONDITIONS AND NOTICES TO OFFERORS

L.1.1  FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (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/
http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm  (NASA FAR Supplement (NFS) clauses)

Federal Acquisition Regulation (48 CFR Chapter 1)
(1)	FAR 52.211-14 NOTICE OF PRIORITY RATING FOR NATIONAL DEFENSE USE (SEP 1990) 
(2)	FAR 52.215-16  FACILITIES CAPITAL COST OF MONEY   (JUN 2003)
(3)	FAR 52.215-20  REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (ALTERNATE IV) (OCT 1997)
(4)	FAR 52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES (FEB 1993)
(5)	FAR 52.232-38 SUBMISSION OF ELECTRONIC FUNDS TRANSFER INFORMATION WITH OFFER (MAY 1999)
(6)	FAR 52.237-10 IDENTIFICATION OF UNCOMPENSATED OVERTIME (OCT 1997)

L.1.2  TYPE OF ACQUISITION  
 
This acquisition is unrestricted (full and open competition).

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RFP NNK08223161R 							SECTION L

L.1.3  FAR 52.215-1 INSTRUCTIONS TO OFFERORS—COMPETITIVE ACQUISITION (JAN 2004)

(a)	Definitions. As used in this provision— “Discussions” are negotiations that occur 
after establishment of the competitive range that may, at the Contracting Officer’s discretion, result in the offeror being allowed to revise its proposal. “In writing,” “writing,” or “written” means any worded or numbered expression that can be read, reproduced, and later communicated, and includes electronically transmitted and stored information. “Proposal modification” is a change made to a proposal before the solicitation’s closing date and time, or made in response to an amendment, or made to correct a mistake at any time before award. “Proposal revision” is a change to a proposal made after the solicitation closing date, at the request of or as allowed by a Contracting Officer as the result of negotiations. “Time,” if stated as a number of days, is calculated using calendar days, unless otherwise specified, and will include Saturdays, Sundays, and legal holidays. However, if the last day falls on a Saturday, Sunday, or legal holiday, then the period shall include the next working day. 

 (b) Amendments to solicitations. If this solicitation is amended, all terms and conditions that are not amended remain unchanged. Offerors shall acknowledge receipt of any amendment to this solicitation by the date and time specified in the amendment(s). 

(c) Submission, modification, revision, and withdrawal of proposals. 

(1) Unless other methods (e.g., electronic commerce or facsimile) are permitted in the solicitation, proposals and modifications to proposals shall be submitted in paper media in sealed envelopes or packages 

     (i) addressed to the office specified in the solicitation, and (ii) showing the time and date specified for receipt, the solicitation number, and the name and address of the offeror. Offerors using commercial carriers should ensure that the proposal is marked on the outermost wrapper with the information in paragraphs (c)(1)(i) and (c)(1)(ii) of this provision. 

(2) The first page of the proposal must show— 

     (i) The solicitation number; 
     (ii) The name, address, and telephone and facsimile numbers of the offeror (and electronic address if available); 

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RFP NNK08223161R 							SECTION L

     (iii) A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and agreement to furnish any or all items upon which prices are offered at the price set opposite each item; 

     (iv) Names, titles, and telephone and facsimile numbers (and electronic addresses if available) of persons authorized to negotiate on the offeror’s behalf with the Government in connection with this solicitation; and 
     (v) Name, title, and signature of person authorized to sign the proposal. Proposals signed by an agent shall be accompanied by evidence of that agent’s authority, unless that evidence has been previously furnished to the issuing office. 

(3) Submission, modification, revision, and withdrawal of proposals. 

     (i) Offerors are responsible for submitting proposals, and any modifications or revisions, so as to reach the Government office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Government office on the date that proposal or revision is due. 
     (ii)(A) Any proposal, modification, or revision received at the Government office designated in the solicitation after the exact time specified for receipt of offers is “late” and will not be considered unless it is received before award is made, the Contracting Officer determines that accepting the late offer would not unduly delay the acquisition; and— 

     (1) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the Government infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of proposals; or 

     (2) There is acceptable evidence to establish that it was received at the Government installation designated for receipt of offers and was under the Government’s control prior to the time set for receipt of offers; or 

    (3) It is the only proposal received. 

 (B) However, a late modification of an otherwise successful proposal that makes its terms more favorable to the Government, will be considered at any time it is received and may be accepted. 
     (iii) Acceptable evidence to establish the time of receipt at the Government installation includes the time/date stamp of that installation on the proposal wrapper, other documentary evidence of receipt maintained by the installation, or oral testimony or statements of Government personnel. 

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RFP NNK08223161R 							SECTION L

     (iv) If an emergency or unanticipated event interrupts normal Government processes so that proposals cannot be received at the office designated for receipt of proposals by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation, the time specified for receipt of proposals will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume. 

     (v) Proposals may be withdrawn by written notice received at any time before award. Oral proposals in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile proposals, proposals may be withdrawn via facsimile received at any time before award, subject to the conditions specified in the provision at 52.215-5, Facsimile Proposals. Proposals may be withdrawn in person by an offeror or an authorized representative, if the identity of the person requesting withdrawal is established and the person signs a receipt for the proposal before award. 

(4) Unless otherwise specified in the solicitation, the offeror may propose to provide any item or combination of items. 

(5) Offerors shall submit proposals in response to this solicitation in English, unless otherwise permitted by the solicitation, and in U.S. dollars, unless the provision at FAR 52.225-17, Evaluation of Foreign Currency Offers, is included in the solicitation. 

(6) Offerors may submit modifications to their proposals at any time before the solicitation closing date and time, and may submit modifications in response to an amendment, or to correct a mistake at any time before award. 

(7) Offerors may submit revised proposals only if requested or allowed by the Contracting Officer. 

(8) Proposals may be withdrawn at any time before award. Withdrawals are effective upon receipt of notice by the Contracting Officer. 

(d) Offer expiration date. Proposals in response to this solicitation will be valid for the number of days specified on the solicitation cover sheet (unless a different period is proposed by the offeror). 

(e) Restriction on disclosure and use of data. Offerors that include in their proposals data that they do not want disclosed to the public for any purpose, or used by the Government except for evaluation purposes, shall— 

(1) Mark the title page with the following legend: 
This proposal includes data that shall not be disclosed outside the Government and shall not be duplicated, used, or disclosed—in whole or in part—for any purpose other than to 

L-4

RFP NNK08223161R 							SECTION L

evaluate this proposal. If, however, a contract is awarded to this offeror as a result of—or in connection with—the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Government's right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained in sheets [insert numbers or other identification of sheets]; and 

(2) Mark each sheet of data it wishes to restrict with the following legend: 
Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal. 

(f) Contract award. 

(1) The Government intends to award a contract or contracts resulting from this solicitation to the responsible offeror(s) whose proposal(s) represents the best value after evaluation in accordance with the factors and subfactors in the solicitation. 

(2) The Government may reject any or all proposals if such action is in the Government’s interest. 

(3) The Government may waive informalities and minor irregularities in proposals received. 

(4) The Government intends to evaluate proposals and award a contract without discussions with offerors (except clarifications as described in FAR 15.306(a)). Therefore, the offeror’s initial proposal 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 the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals. 

(5) The Government reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit cost or prices offered, unless the offeror specifies otherwise in the proposal. 

(6) The Government reserves the right to make multiple awards if, after considering the additional administrative costs, it is in the Government’s best interest to do so. 

(7) Exchanges with offerors after receipt of a proposal do not constitute a rejection or counteroffer by the Government. 

L-5

RFP NNK08223161R 							SECTION L

(8)  The Government may determine that a proposal is unacceptable if the prices proposed are materially unbalanced between line items or subline items. Unbalanced pricing exists when, despite an acceptable total evaluated price, the price of one or more contract line items is significantly overstated or understated as indicated by the application of cost or price analysis techniques. A proposal may be rejected if the Contracting Officer determines that the lack of balance poses an unacceptable risk to the Government. 

(9) If a cost realism analysis is performed, cost realism may be considered by the source selection authority in evaluating performance or schedule risk. 

(10) A written award or acceptance of proposal mailed or otherwise furnished to the successful offeror within the time specified in the proposal shall result in a binding contract without further action by either party. 

(11) If a post-award debriefing is given to requesting offerors, the Government shall disclose the following information, if applicable: 

(i) The agency’s evaluation of the significant weak or deficient factors in the debriefed offeror’s offer. 
(ii) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror. 
(iii) The overall ranking of all offerors, when any ranking was developed by the agency during source selection. 
(iv) A summary of the rationale for award. 
(v) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror. 

(vi) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency. 

(End of provision) 

L.1.4  FAR 52.216-1 TYPE OF CONTRACT (APR 1984) 

The Government contemplates award of a Cost-Plus-Fixed-Fee (CPFF) (Term) contract for the core effort identified in Attachment J.1 Statement for Work for performance under CLINS 0001-0004 resulting from this solicitation.   

In addition, a separate Contract Line Item (CLIN 0005) is included in this contract for Indefinite Quantity/Indefinite Delivery CPFF  task orders (as required) which may include but are not limited to:  Special studies; review and update of test and verification

L-6

RFP NNK08223161R 							SECTION L

documentation; develop and maintain verification requirements; develop and document plans for integration testing; support all aspects of test and verification; assessment of modeling and simulation tools; support of the development of command, control and communications (C3) requirements; and special independent assessments.

L.1.5  FAR 52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION (FEB 1999) 

If a contract in the amount of $10 million or more will result from this solicitation, the prospective Contractor and its known first-tier subcontractors with anticipated subcontracts of $10 million or more shall be subject to a preaward compliance evaluation by the Office of Federal Contract Compliance Programs (OFCCP), unless, within the preceding 24 months, OFCCP has conducted an evaluation and found the prospective Contractor and subcontractors to be in compliance with Executive Order 11246.

L.1.6 FAR 52.233-2 SERVICE OF PROTEST (SEP 2006) 

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from NASA Kennedy Space Center, Mail Code:  OP-ES, Attention:  Janet C. Thodos, Kennedy Space Center, FL  32899

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

(a)  The proposal shall include a total compensation plan.  This plan shall address all proposed labor categories, including those personnel subject to union agreements, the Service Contract Act, and those exempt from both of the above.  The total compensation plan shall include the salaries/wages, fringe benefits and leave programs proposed for each of these categories of labor.  The plan also shall include a discussion of the consistency of the plan among the categories of labor being proposed.  Differences between benefits offered professional and non-professional employees shall be highlighted.  The requirements of this plan may be combined with that required by the clause at FAR 52.222-46, Evaluation of Compensation for Professional Employees.

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RFP NNK08223161R 							SECTION L

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

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

(d)  The offeror shall require all service subcontractors (1) with proposed cost reimbursement or non-competitive fixed-price type subcontracts having a total potential value in excess of $500,000 and (2) the cumulative value of all their service subcontracts under the proposed prime contract in excess of 10 percent of the prime contract's total potential value, provide as part of their proposals the information identified in (a) through (c) of this provision.

(End of provision)

L.1.8  NFS 1852.233-70 PROTESTS TO NASA (OCT 2002) 

Potential bidders or offerors may submit a protest under 48 CFR Part 33 (FAR Part 33) directly to the Contracting Officer. As an alternative to the Contracting Officer's consideration of a protest, a potential bidder or offeror may submit the protest to the Assistant Administrator for Procurement, who will serve as or designate the official responsible for conducting an independent review.  Protests requesting an independent review shall be addressed to Assistant Administrator for Procurement, NASA Code T, Washington, DC 20546-0001.

(End of provision)

L.2 PROPOSAL INSTRUCTIONS

L.2.1 PROPOSAL PREPARATION

Proposals shall be submitted in seven volumes within the established page limitations as detailed in L.2.2.  Volumes shall be separately bound in appropriately sized 3-ring binders that permit the volume to lie flat when open.  Staples shall not be used.  A cover sheet shall be included on each binder, clearly marked with date of offer, volume number, title, copy number, RFP identification and the offeror's name.  The same identifying data shall be placed on the side of each binder.  Information shall not be incorporated by reference.  A table of contents shall be provided with each volume for ready reference to sections, tables, and figures.  All pages in each volume shall be numbered sequentially.  Offerors shall tab each subsection within each volume for ease of reference.  All products included in the proposal shall be fully formatted Microsoft Office Products.  

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RFP NNK08223161R 							SECTION L

L.2.2  NFS 1852.215-81 PROPOSAL PAGE LIMITATIONS (FEB 1998) 

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

Proposal Section	Page Limit	
Volume I - Management Approach, Key Personnel and Plans(Parts 1 through 7)	(60 Combined total)
Volume 1-Parts 1, 2, 5, and 6	
Volume I/Part 1-Overall Management Approach 	(see above)	
Volume 1-Part 2-Organizational  Structure	(see above)	
Volume I-Part 3-Key Personnel 	          (see parts 3a & b)	
Volume I-Part 3a-Resumes 	2 pages per résumé*	
Volume I-Part 3b Letters of Intent	1 page per resume*	
Volume I/Part 4-Organization Conflict of Interest (OCI) Avoidance Plan	None*	
Volume I/Part 5-Risk Management Plan 	(see above)	
Volume I/Part 6-Phase-in Plan 	(see above)	
Volume I/Part 7-Total Compensation Plan 	None	
Volume II - Technical Approach, Staffing,, and Skill Mix (Parts 1 through 3)	(100 combined total Volume II/Parts 1-3)	
Volume II/Part 1-Overall Technical Approach 	(see above)	
Volume II/Part 2-Technical Understanding/Approach of Scenarios 	(see above)	
      (a)  Scenario #1  (Test and Verification)	(see above)	
      (b)   Scenario #2 (Ground Systems)	(see above)	
Volume II/Part 3 Staffing and Skill Mix		
Volume III/Safety and Health	None	
Volume IV/Part 1-Small Business Utilization (includes Subcontracting Plan)	None	
Volume V - Cost  (Part 1)	None	
Volume VI - Past Performance (Part 1)	None	
Volume VII - Model Contract (Parts 1-3)	None	
Volume VII-Part 1-Signed Standard Form 33		
Volume VII-Part 2-Completed Model Contract (Sections A - K)		
*Not included in page limit for Volume 1

(b)       A page is defined as one side of a sheet, 8 1/2" x 11", with at least one inch margins on all sides, using not smaller than 12 point type (this includes tables and graphics).  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.  If any proposal pages do not comply with these formatting restrictions, the Government may reformat pages to comply and to enforce page limitations.  Offerors assume reformatting risks.

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RFP NNK08223161R 							SECTION L

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

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

(e)	Pages submitted in excess of the limitations specified in this provision will not be evaluated by the Government and will be returned to the offeror.  If excess pages are identified in any section, the Government will return the last pages unless the Government, in its sole discretion, identifies a different logical way to select pages for return.  Offerors bear the risk for page limitation excesses.

(End of provision)

L.2.3 COPIES OF PROPOSALS AND DUE DATE FOR RECEIPT OF PROPOSALS

5 electronic copies on compact disks (CD-ROM) shall be provided with 5 hardcopies (including 1 original-4 copies) (paper) (Volumes I-VI) of the proposals by the due dates specified below.  Volume VII-Model Contract  requires 3 originals and 2 copies.  The CD-ROM copies shall be organized in the same format as the hardcopy. All files shall be submitted in their native format, such as Microsoft Word(2003), Microsoft Excel(2003), etc.  Further, the Microsoft Excel Cost Templates (Reference Attachment L.3.8.3 (core) and Attachment L.3.8.6 (ID/IQ) Templates) shall be submitted in Microsoft Excel, and not in a scanned Microsoft Word or Adobe PDF file.  Each CD-ROM submitted shall be externally labeled indicating:

1)  The name of the offeror
2)  The name of the subcontractor, if applicable
3)  The solicitation number
4)  An indication of the files or range of files contained on the disk

If discrepancies are found between the CD-ROM and hardcopy proposals, the information contained within the hardcopy proposal governs.  In addition to the copies provided for NASA review, offerors shall also provide one hard copy and one electronic copy of Volume V Cost/Price, to your cognizant DCAA office in accordance with the provision at L.3.5.1.

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RFP NNK08223161R 							SECTION L

1)  Electronic Proposal Format and Structure: Each volume of the electronic proposal shall be in a separate sub-directory on the CD-ROM. A hard copy list of the CD-ROM
contents showing the directory, document title, and file name shall accompany the
electronic submittal.

2) Viewing Environment: The Government anticipates viewing the electronic submittals
with the following computer software and hardware: (1) IBM-compatible systems, (2)
Windows XP operating system, (3) Adobe Acrobat Reader 7.0, and (4) Microsoft Office
2003 (Word and Excel).

To be considered, the due date for receipt of proposals, whether delivered by the offeror or by a commercial courier is listed in the table below.

Due Date	Volume	Title	Time
Due	Delivery
Location Ref.	No. of
Copies(includes 1 original)	
July 16, 2008	I	Management Approach, Key Personnel, and Plans	1:00PM	L.2.4	5	
July 16, 2008	II	Technical Approach,  Staffing Plan and Skill Mix	1:00PM	L.2.4	5	
July 16, 2008	III	Safety and Health 	1:00PM 	L.2.4	5	
July 16, 2008	IV	Small Business Utilization	1:00PM	L.2.4	5	
July 16, 2008	V	Cost	1:00PM	L.2.4	5	
July 16, 2008	VI	Past Performance*	1:00PM	L.2.4	5	
July 16, 2008	VII	Model Contract	1:00PM	L.2.4	5**	
*Requested early, but not officially due until the due date listed .
**includes 3 originals and 2 copies for Volume VII only

L.2.4 DELIVERY INSTRUCTIONS FOR SUBMISSION OF PROPOSALS

(a)	Delivery Address: All offers (proposals) shall be delivered to the Central Industry Assistance Office (CIAO), 7110 N. Courtenay Parkway, Merritt Island, Florida 32953 on or before 1:00 PM local time on July 16, 2008.  The CIAO is located on State Road 3, approximately 2 miles south of Gate 2 to KSC.  Access to KSC is not required.  In 

L-11

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addition, proposal package labels (applicable to mailed and hand-delivered proposals) shall contain the solicitation number, the name and address of the offeror, and be made to the attention of Janet C. Thodos, Telephone: 321-867-5206.

(b)	Hand-Delivered Offers: Offerors are responsible for assuring that hand-carried bids are either received by NASA Government employees at the CIAO or dropped in the CIAO mail box located outside of the building by the due date and time listed in (a) above.

(c)	Late Delivery of Offers/Bids: Late offers/bids will be processed in accordance with FAR 52.215-1, "Instructions to Offerors - Competitive Acquisition," included in this solicitation.

(End of provision)

L.2.5 COMMUNICATIONS REGARDING THIS SOLICITATION

Questions/comments must be submitted in writing by June 25, 2008 and are due by 3:00 PM, Local Time to allow for analysis and dissemination of responses in advance of the proposal due date (Email is preferred -refer to page 1, Standard Form 33, Block 10C for email address).  Oral questions will not be answered due to the possibility of misunderstanding or misinterpretation.  Late questions or comments are not guaranteed a response prior to the proposal due date.  Responses to questions will be posted on NAIS/FebBizOpps.  Any amendments to the RFP will be provided electronically on the NAIS and FedBizOpps websites.  

L.2.6  AVAILABILITY OF REFERENCE INFORMATION

For this solicitation, there is an electronic “Bidder’s Library” on line at:  http://klxs.ksc.nasa.gov.  

Any standards or reference documents incorporated by reference in this solicitation will be obtained at the bidder’s expense.

L.2.7 STANDARD FORM (SF) 33, SOLICITATION, OFFER AND AWARD, OFFEROR FILL-IN’S AND SECTION K (Volume VII-Model Contract)

(The Offeror shall complete Blocks 12 through 18 of the SF 33 and the indicated Offeror
required fill-in’s in Sections A-K and provide in Volume VII, Model Contract.

The signed SF33 and the pages with the required fill-ins shall be submitted at time of
proposal submission.  Each Offeror shall submit a SF 33 with an original signature.

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L.2.8  RESERVED

L.2.9  EXCEPTIONS

The Offeror shall 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.  The Offeror shall fully explain any deviations, exceptions or conditional assumptions regarding any contractual requirements of this solicitation.  Include the reason for the exception, or refer to where the reason is addressed in the proposal.  Any failure to clearly indicate 
exceptions to the proposed contract terms and conditions contained in this RFP will be construed as acceptance of them.  

The Offeror is cautioned that any exceptions to 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.  

L.2.10 STANDARD LABOR CATEGORIES

A set of Standard Labor Categories (SLC) is presented in the Attachment J.7 to provide offerors insight into the qualifications and experience reflective of the personnel anticipated to be required to perform the requirements of the SOW and which generally indicate the level of qualifications and experience the Government considers necessary for effective performance.  These guidelines may not address all the possible specific skills, or requirements that any one occupation or profession may require.  

It is the offeror's responsibility to understand the complexities of the work required to successfully meet the KLXS Statement of Work requirements.  Offerors may propose/substitute labor categories that cannot be easily or logically mapped to those provided in Attachment J.7, Standard Labor Categories.  If substitute labor categories are proposed, the offeror shall provide the proposed/substitute labor categories in a matrix 

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chart showing the substitute labor category(s) and the corresponding standard labor category list in Attachment J.7, including a detailed description of qualifications and experience for each of the proposed substitute categories by skill level.

L.3 PROPOSAL CONTENT

PROPOSAL INSTRUCTIONS

The Mission Suitability proposal will be specific, detailed, and provide all the information requested by these instructions.  The Mission Suitability proposal must clearly 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 should be avoided.  Information previously submitted, if any, will not be considered unless it is resubmitted as part of the proposal and will not be incorporated by reference.

Where use of subcontractors is proposed, the proposal will clearly distinguish between the prime contractor’s and the subcontractor’s work and responsibilities.

The offeror will identify and discuss the risk factors associated with accomplishment of the requirements of the 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 proposed approach.  General areas of possible risk that are of concern to NASA are technical, schedule, cost, safety, occupational health, security (including personnel and information technology), export control, and environmental risks.  The identification of risks is the responsibility of the offeror.  The offeror's discussion should provide its approach to managing the risk (i.e., probability of the risk, impact and severity, time frame, and risk acceptance or mitigation). The items listed are not, however, all-inclusive, and offerors should therefore include in their proposals any further discussion that they believe to be necessary or useful in demonstrating their ability to understand and perform the work under the contemplated contract.  

L.3.1 VOLUME I - MANAGEMENT APPROACH, KEY PERSONNEL AND PLANS

L.3.1.1 OVERALL MANAGEMENT APPROACH

The offeror shall describe their proposed management approach, strategies, policies, and procedures to provide a sound, comprehensive, and feasible approach.  Offerors shall describe their plan to provide flexible, effective, and efficient implementation of customer requirements; effective workforce utilization; effective internal and external 

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communications and effective management; integrate and report cost, technical and schedule performance; and communicate with internal and external customers.

L.3.1.2  ORGANIZATIONAL STRUCTURE  The offeror shall describe their organizational structure and how they will be effective and efficient.  The offeror shall provide matrix charts depicting their proposed organizational structure, including any associations with corporate or division organizations and subcontractors and describe how the organizational structure provides clear internal and external lines of communication and levels of authority.  The offeror shall also describe the degree of local autonomy granted to the contract program manager(s), any relationship to a parent organization, and any decisions or approvals that will be made outside the local organization.  Descriptions of local autonomy shall also include as a minimum, identification of the organizational and geographical placement of authority to: negotiate contract modifications (Reference H.17); release completed work and vouchers to the Government; reassign work in response to varying workloads; hire, dismiss, promote, and demote personnel; select, administer, and terminate subcontracts; and provide training.  

L.3.1.3  KEY PERSONNEL  The offeror shall provide résumés, using the résumé format specified in Attachment L.3.8.1 for all personnel designated as key.  Offerors shall describe each key person’s qualifications and relevancy to SOW requirements specified in Attachment L.3.8.1 and the respective functional area(s) of responsibility.  Offeror’s proposed key personnel shall meet the qualifications in Attachment J.7 “Standard Labor Categories and Qualifications”.   

a)	Key personnel are defined as those individuals who are critical to the successful completion of this contract due to their exceptional technical and management qualifications and designated positions.  The program manager, responsible for day-to-day oversight of the entire contracted effort shall be considered key.  Other proposed positions may also be designated as key by the offeror.  The organizational position, responsibility, and authority of all key personnel shall be identified, the offeror’s rationale for key positions as well as an explanation of why the proposed person is essential to your proposed approach to accomplishing the work.  The offeror shall provide résumés, using the résumé format specified in Attachment L.3.8.1 for all personnel designated as key.  For each key person, describe the pertinent aspects of their experience that matches their proposed roles and responsibilities in performance of the contract.

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b)	Commitment to Contract: For all personnel identified as key, the proposal  shall include:

     (1)  For those that are current employees of the offeror or of a proposed subcontractor, the offeror’s certification that they will be assigned to the proposed contract at the beginning of performance;

     (2)  For those that are proposed hires of the offeror or of a proposed subcontractor, a letter of commitment to the proposed contract at the beginning of performance.  The letters of commitment shall be attached to resumes.

     (3)  Offerors shall also provide and explain the minimum qualification standards (e.g. training, certifications, type and length of experience) that will be used to replace key personnel, if required, during the term of the contract for each key position.   Note:  Replacements of key personnel must be at least equal in required experience and qualifications as those identified in Attachment J.7, Standard Labor categories and qualifications.  (Also see H.5).

L.3.1.4  REQUIRED PLANS AND OTHER DATA

L.3.1.4.1  Organizational Conflict of Interest (OCI) Avoidance Plan:  In consideration of the clauses at H.3 and H.12, offerors shall provide their preliminary analysis of possible OCI issues that currently exist, and their approach to neutralizing, mitigating or avoiding any conflicts of interest.

L.3.1.4.2  Risk Management Plan: Offerors shall identify any possible risks and discuss the proposed risk management approach and how it relates to potential areas of risk to performance, including the probability of the risk occurring, the impact, and severity of the risk.  In addition, provide an overview of your proposed risk management process, including identification, analysis, planning, and tools used to monitor/track, control and communicate risk. 

L.3.1.4.3 Phase-in Plan: The offeror shall describe the overall strategy and approach for ensuring a smooth and seamless transition of personnel for effective and efficient operations and plan for minimizing disruption to critical work, workforce and skill mix retention and attraction, and addressing changing requirements.  The offeror’s phase-in plan shall include the phase-in time required for badging requirements and background checks, as indicated in FAR 52.204-9, and any other issues deemed critical to a successful transition from any current contracts to this effort. 

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L.3.1.4.4  Total Compensation Plan: Total compensation plans are required in accordance with FAR 52.222-46, Evaluation of Compensation for Professional Employees.  Offerors shall describe their compensation plan to ensure a sound management approach, understanding and compliance with applicable statutory, regulatory, and contractual requirements.  Offerors shall also describe in their proposed compensation package the methodologies and incentives for recruiting, motivating, staffing and  retaining qualified personnel to include existing current contract(s) workforce, internal corporate resources, their external recruitment plan, and fringe benefit coverage.  The compensation levels proposed shall reflect a clear understanding of the work to be performed as evidenced by the capability of the proposed compensation structure to obtain and retain qualified personnel to meet SOW requirements (reference L.1.7).

L.3.2 VOLUME II - TECHNICAL APPROACH, STAFFING AND SKILL MIX

L.3.2.1 OVERALL TECHNICAL APPROACH

The offeror shall provide a detailed narrative discussion of the proposed technical approach to meeting all SOW functional requirements and their interrelationship (to parallel the SOW in the RFP).  The offeror’s method and approach to perform “core mission” requirements and effectively respond to any high intensity work periods resulting from the issuance of ID/IQ task(s) shall be discussed.  Offerors shall provide the detail necessary to substantiate the proposed technical approach, and include a description of any specific methods, procedures, and/or tools, which would be implemented in the performance of the contract.  The strategy for identification, tracking, and controlling technical risks shall also be integrated into the offeror’s proposed approach.  Offerors are advised that a lack of resource realism will be evaluated as a failure to demonstrate an understanding of the requirements.  Responses shall also include rationale for approaches and activities proposed and provide sufficient detail to clearly demonstrate the offeror's understanding of all of the SOW requirements in Attachment J.1 to this RFP.

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L.3.2.2 TECHNICAL UNDERSTANDING/APPROACH TO WORK REQUIREMENT SCENARIOS

Offerors shall demonstrate their ability to comprehensively, effectively, and efficiently perform the sample work requirements/scenarios listed below.  Offerors shall address feasibility, efficiencies, and innovations in their responses to the sample work requirements/scenarios below.  Responses shall include discussion of the technical, management, and administrative skills to perform the required work and the methods that should be applied.  

Proposal Scenarios Instructions: The Offeror shall demonstrate an ability to effectively 
perform the SOW requirements by responding to the following two scenarios.  For each
of the Scenarios, describe how you would approach accomplishing the requirements set 
forth in the scenario based on a comprehensive knowledge of the SOW.  

When responding to the proposal scenarios on the following page, in addition to the
specific information contained within each proposal scenario instruction, offerors shall include the following:  

1.	Assessment of the problem/issue.
2.	Detailed response of the management and technical approach proposed to respond to the scenario requirement. These approaches shall be consistent with your overall technical/management approaches.
3.	Identify and discuss the areas of the SOW affected by each scenario, as well as impacted teams and areas that will need to be assessed and modified.
4.	Identify any risk associated with cost, schedule, performance, safety, and contractual impacts to on-going program functions and provide a mitigation plan to track and control all identified risks.
5.	Identify any additional assumptions you made, beyond those provided in the scenario.
6.	Plan to accomplish recommended course of action.  Explain how you propose to accomplish the overall goals of the scenarios, as well as the techniques and procedures you propose to implement.  Responses shall include discussion of all resources (labor, skills, non-labor) required, including the technical, management, and administrative skills to perform the required work and any specific technical and support disciplines that should be applied.  Responses shall include rationale for skills, approaches, and activities proposed and provide adequate detail to demonstrate the offeror’s understanding of the requirements.

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7.	Provide a schedule which shows milestones, product deliveries and other necessary components in the accomplishment of the scenario requirements.  Show any dependencies on products or milestones external to this contract.
8.	Provide sufficient discussion to fully demonstrate your understanding of the technical requirements including the processes and plans for coordinating and interfacing with other Constellation Program contractors, and the need for Associate Contractor Agreements, if applicable.

Note: The scenarios will be used for evaluation purposes and may not represent actual work required after contract award.

Scenario #1 (Test and Verification)

NASA completed the Program-level Systems Requirements Review (SRR).  As part of that review, the Program assessed the current flight test strategy and determined that an additional test flight is needed.  The objective of this flight is to demonstrate max-Q ascent abort with a production Ares-I vehicle and an abort-capable Orion spacecraft. 

 NASA Assumptions:
•	Level 2 verification requirements have been developed, but no Level 3 developmental testing or verification planning has been performed.
•	The current program flight manifest will be maintained
•	The additional test flight will be utilized as a flight hardware pathfinder to validate the modification and construction of KSC ground processing and launch facilities

Describe all aspects of the work that will need to be done to build the integration plan for the pathfinder flow and the new test flight, and to integrate the test flight into the larger Program integration plan.  Include the process used to develop the integration plan and identify key KSC and CxP participants necessary for its development.  Identify the data and the tools necessary to perform this integration and manage the incremental buildup of capabilities leading to the major program deliveries and the Certification of Flight Readiness for this mission.  Describe the approach for identifying and resolving any risks associated with the incremental buildup of capabilities, based on the types of risks typically found during integration planning.

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Scenario #2 (Ground Systems)

NASA has proposed performing a major modification to the crawler transporter to increase the weight carrying capacity for the Lunar and Mars missions planned for Ares V.  This would be a new development project for the Constellation Program Ground Systems.  This new capability is to be required in 2018.

NASA Assumptions:

•	Design for both crawler transporters must be completed in one year.
•	Project will be funded with R&D funds.
•	This Operational Readiness Date (ORD) is August 2018 and will be no earlier than 1 year from the first lunar mission.
•	The two existing crawler transporters will be available consecutively for a time period not longer than 1 year (for each transporter) for modifications.
•	Crawler transporter modifications and equipment installation must be completed on KSC.  Off-site fabrication of items or equipment can be performed.
•	Weight requirements are not presently available.  Requirements will be provided prior to design start.
•	Any studies or analysis shall be provided by the contractor as needed.

Describe all aspects of work that will need to be done within Ground Systems, related to each relevant section of the statement of work.  Identify the key technical performance measures and trades that should be developed to determine the optimal design for the crawler transporters.  Include a schedule for the work to be done, a modified Program schedule showing all relevant milestones, all resource requirements, and any anticipated analyses.  Identify Program schedule and technical risks, as well as proposed mitigation plans.

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L.3.2.3  Staffing and Skill Mix: The offeror shall describe their overall staffing plan for obtaining and maintaining a qualified workforce.  Offerors shall discuss the experience of personnel and the relevancy to the requirements specified in Attachment J.7-Standard Labor Categories and Qualifications and the respective functional areas(s) of responsibility.  Offerors shall discuss their approach to effectively managing and controlling resources.  

The offeror shall provide résumés for the Subject Matter Specialist category using the format specified in Attachment L.3.8.1.  Offerors shall describe each SMS person’s qualifications and relevancy to SOW requirements specified in Attachment L.3.8.1 and the respective functional area(s) of responsibility.  Offeror’s proposed SMS personnel shall meet the qualifications in Attachment J.7 “Standard Labor Categories and Qualifications”.   Qualifications for Subject Matter Specialist (SMS) are as follows:  SMS are personnel, other than key, for all labor categories specified in Attachment L.3.8.1 that require 10 or more years experience in the Engineering Field and 7 or more years experience for all other categories.  SMS resumes will be required only for the SMS personnel meeting the experience requirements identified herein for the following specific categories:  Systems Engineer/Analyst, Engineer IV and Engineer V.  In addition, only 2 resumes will be required for SMS personnel in each of the categories of Engineer III, Business Specialist IV and Business Specialist III.  For each SMS, describe how their experience matches their proposed roles and responsibilities in performance of the contract.  Commitment to Contract: For all personnel identified an SMS, the proposal  shall include:

     (1)  For those that are current employees of the offeror or of a proposed subcontractor, the offeror’s certification that they will be assigned to the proposed contract at the beginning of performance;
     (2)  For those that are proposed hires of the offeror or of a proposed subcontractor, a letter of commitment to the proposed contract at the beginning of performance.  The letters of commitment shall be attached to resumes.

In addition, offerors shall discuss how they will obtain the Technical Experts necessary for meeting the SOW requirements.   The demand for technical experts varies both in quantity and field of expertise during the course of contract performance.  Due to these variations, offerors shall identify the mechanism (e.g., fulltime employee, consultant, subcontractor) they will use for providing technical experts.  
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Offerors shall provide a matrix chart showing the personnel mapping (key and non-key) and including prime and subcontractor personnel who will support the entire SOW requirements of Attachment J.1 to this RFP.  As part of the matrix chart provided, offerors shall provide the detail to clearly demonstrate that each of the personnel (Key and Non-Key) proposed for work on the contract meets the qualifications listed in Attachment J.7 “Standard Labor Categories and Qualifications”.

The proposed staffing approach and required staffing levels shall be described in sufficient detail for the Government to clearly understand proposed staffing levels and associated skill mix.  In addition, the offeror's staffing approach shall contain proposed hours and number of personnel for each labor category specified in Attachments L.3.8.4 (core effort) and L.3.8.5 (ID/IQ effort), and staffing levels for major subcontractors.  The offeror shall also provide a summary to describe the plan to recruit the required workforce, and identify, as a percentage of the total workforce, the degree to which initial staffing will be obtained from (including both offeror and major subcontractors) the current contracts workforce, outside recruitment and internal labor resource (corporate or company wide). The offeror shall describe its approach to maintain an experienced technical and engineering workforce with demonstrated skills in the SOW requirements disciplines while adapting to significant workload fluctuations during periods of increasing or decreasing requirements.  This discussion shall include the approach to accommodating workload adjustments through the cross-utilization of personnel, use of existing corporate resources.

Offerors shall discuss their proposed skill mix for performing the SOW requirements and adequacy of the overall labor category definitions and requirements (such as years of experience, education, etc) to ensure that a qualified and capable workforce is in place.

L.3.3  VOLUME III-SAFETY AND HEALTH

The offeror shall submit for evaluation a Safety and Health Plan in accordance with the provision at Section H, paragraph H.18. The offeror shall discuss their plan for ensuring the safety and health of personnel, and thoroughly identifying and managing any safety and health risks.  In addition, offerors shall include in their safety and health plan, a copy of their proposed Drug and Alcohol-free Workplace Policy and Plan which shall include  a full description of the program, and must include positions to be covered, testing events (pre-employment, random, etc.) and substances which the tests cover.

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L.3.4  VOLUME IV- SMALL BUSINESS UTILIZATION SUBFACTOR

Small Business Goals/Attainment and Small Disadvantaged Business (SDB) Participation:
  
Offerors shall discuss their proposed approach and procedures to accomplish the small business goals set for this RFP (identified in paragraph 2 of this section L.3.4 ) along with its past record of meeting small business goals.  In addition, offerors shall describe their proposed SDB participation along with the supporting rationale with emphasis on complex work that will enhance the development of SDB’s.  Specific identification of SDB contractors and associated work shall be discussed.  In addition, the offeror shall discuss their proposed plans, procedures, and organizational structure associated with ensuring attainment of proposed SDB goals.

Small Business Subcontracting Plan:  Offerors shall provide their subcontracting plan to include the identification of the portions of the statement of work and percentage of work to be performed by small businesses.  Offerors shall discuss their proposed plans, procedures, and organizational structure associated with ensuring attainment of the subcontracting goals as well as the types, amounts, and complexity of work to be performed by the small businesses as well as discussion of the flow-down of small business goals by large business subcontractors (if applicable) and the plan for ensuring their approach will meet or exceed the small business goals identified in paragraph 2 of this Section L.3.4.

Small Business Utilization:   Note:  All offerors must complete the portion of the instructions under Small Business Subcontracting specific to Small Business Subcontracting Plans.  Although small businesses are not required to submit Small Business Subcontracting Plans, the instructions regarding small business subcontracting requests information more extensive than data about subcontracting plans.  See paragraph (b) “Other” under Small Business Subcontracting.   Small businesses, therefore, shall address small business participation to the extent that subcontracting opportunities exist.  See FAR 52.219-8, Utilization of Small Business Concerns.

The instructions regarding SDB participation apply to BOTH large and small business offerors except SDB offerors, unless the SDB offeror waives the price evaluation adjustment factor by completing paragraph I of FAR clause 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns in Section I of this solicitation.  The waiver, if elected, makes the particular SDB offeror INELIGIBLE for the price evaluation factor adjustment but ELIGIBLE for the “evaluation credit” (points) associated with the SDB participation described in Section M.

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 (a)  Small Business Subcontracting Plan (the Plan) Required by the FAR:

(1) This solicitation contains FAR clause 52.219-9, “Small Business Subcontracting Plan and its Alternate II”.  The Plan described and required by the clause, including the associated subcontracting percentage goals and subcontracting dollars, shall be submitted with your proposal. 

 (2)  The Contracting Officer’s assessment of appropriate subcontracting goals for this acquisition , expressed as a percent of TOTAL CONTRACT VALUE (basic and all options combined), is broken out as follows:
 
Small Businesses	*40%	
*Small Disadvantaged Business Concerns (Includes SDB’s in both targeted and non-targeted areas.)	*13%	
Women Owned Small Business Concerns	*13%	
Historically Black Colleges and Universities	*1%	
HUBZone Small Business Concerns	*10%	
Veteran Owned Small Business Concerns	*10%	
Service-Disabled Veteran-Owned Small Business Concerns	*10%	

SB – Small Business  WOSB – Women-Owned Small Business SDB – Small Disadvantaged Business HBZ – HUBZone Small Business VO – Veteran-Owned Small Business SDVOSB – Service-Disabled Veteran-Owned Small Business 
*Although 15 U.S.C. 637(d) requires subcontracting plans to contain information about  SDB concerns, case law prevents the Government from giving evaluation credit to business types based on race or ethnicity unless those businesses are in under represented industries.  The Section M evaluation for SDB participation ensures that the Government only evaluates participation of SDB’s in industries that are designated by the Department of Commerce as under represented.  For purposes of the Small Business Subcontracting Plan, the proposed subcontracting goal for SDB’s will be evaluated based upon the SDB’s status as a small business. 

(3)  Offerors are encouraged to propose goals that are equivalent to or greater than those recommended by the Contracting Officer.  However, offerors must perform an independent assessment of the small business subcontracting opportunities and are encouraged to propose goals exceeding the recommended goals where practical.  

(4)  The Plan submitted with the proposal shall be incorporated in Section J as Attachment J.10 in the resulting contract.  The requirements in the Plan must flow down to first tier large business subcontracts expected to exceed $550,000 or $1,000,000 for construction of a public facility.  Although these first tier large business subcontractors are encouraged to meet or exceed the stated goals, it is recognized that the subcontracting

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opportunities available to these subcontractors may differ from those suggested in the solicitation based upon the nature of their respective performance requirements.  

(5)  Offerors are advised that a proposal will not be rejected solely because the submitted Plan does not meet the NASA recommended goals that are expressed in paragraph a) (2) above in terms of percent of  TOTAL CONTRACT VALUE (basic and all options combined).  Offerors shall discuss the rationale for any goal proposed that is less than the Contracting Officer’s recommended goal in any category.  In addition, the Offeror shall describe the efforts made to establish a goal for that category and what ongoing efforts, if any, the Offeror plans during performance to increase participation in that category.

(6)  In addition to submitting a Small Business Subcontracting Plan in accordance with the Section I FAR clause 52.219-9, Alternate II, offeror’s shall complete Exhibit charts for each of the, SMALL BUSINESS SUBCONTRACTING PLAN GOALS, which provides a breakdown of the offeror’s proposed goals, by small business category, expressed in terms of both a percent of TOTAL CONTRACT VALUE and a percent of TOTAL PLANNED SUBCONTRACTS.  Offerors shall show on the charts the proposed subcontracting goals for the basic contract requirement and each option separately.
 
 (NOTE:  FOR PURPOSES OF THE SMALL BUSINESS SUBCONTRACTING PLAN, THE PROPOSED GOALS SHALL BE STATED AS A PERCENT OF TOTAL SUBCONTRACTS, NOT AS A PERCENT OF TOTAL CONTRACT VALUE, REFER TO THE BELOW EXAMPLE)

(1)	Example of Subcontracting Goals as expressed in both Contract Value and Subcontract Value for a contract proposed at $100M and estimated subcontracts of $50M.
	Column A
Contract Value Goal	Column B
	Column C
Subcontract Value Goal	
Category	Percent of Contract Value	Dollar Value	Percent of Subcontracting Value	
Small Business Concerns	25 percent	$25,000,000	50 percent	
The following subcategories are inclusive of the above Small Business percentage	
Women Owned Small Business Concerns 	9 percent	$9,000,000	18 percent	
Small Disadvantaged Business Concerns	5.5 percent	$5,500,000	11 percent	
Veteran Owned Small Business Concerns 	2.5 percent	$2,500,000	5 percent	
Service-Disabled Veteran-Owned Small Business Concerns 	1.5 percent	$1,500,000	3 percent	
HUBZone Small Business Concerns	1.5 percent	$1,500,000	3 percent	
Historically Black Colleges and Universities	1.5 percent	$1,500,000	3 percent	

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The Offeror proposes small business subcontracting goals as a percentage of contract value in column A.

Then based on the $100 million contract value, the resulting statement of dollars that the Offeror would include in the Subcontracting Plan, as required by paragraph (d)(2) of FAR clause 52.219-9, would be as indicated in column B.

However, the Small Business Subcontracting Plan shall also express goals as a percent of total planned subcontracts.  Assuming total subcontracting of $50M, the resulting percentage goals, expressed as a percent of total subcontract dollars, and which would be stated in the Small Business Subcontracting Plan as required by paragraph (d)(1) FAR clause 52.219-9 would be recorded in column C.  
 
(b)  Other:  

Large businesses are required to complete this section to further support how their proposal supports the RFP small business subcontracting goals identified in paragraph 2 of this section L.3.4 in their Small Business Subcontracting Plan.  Small businesses are required to complete this section to the extent that subcontracting opportunities exist in their proposal.    

(1)  Offerors who are large businesses shall provide rationale to substantiate the proposed goals in the Small Business Subcontracting Plan.

(2)  Offerors who are small businesses shall provide a breakdown of anticipated subcontracting, in terms of total contract dollars (basic requirement and each option separately) for both small business concerns and large businesses.  Small businesses shall provide rationale to substantiate the anticipated subcontracting. 

(3)  Offerors must describe work that will be performed by the small business subcontractor(s).  Information could also include the identification of any work to be subcontracted considered “high technology.”  If the subcontractor(s) is known, tie the work to the subcontractor and specify the extent of commitment to use the subcontractor(s) (enforceable vs. non-enforceable commitments).

(4)  Provide the Offeror’s record of past participation of small business concerns in subcontracts and the type of work subcontracted such as production, engineering services, research, development, etc. over the past three full government fiscal years.  Copies of Summary Subcontracting Reports and Individual Subcontracting Reports (on relevant contracts) used to meet Federal reporting requirements may be part of the supporting information submitted.

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(5)  If appropriate, proposals should discuss any plans to phase in contracting to SB concerns explaining the rationale for the phase-in plan.

(6)  Offerors should provide information that demonstrates the extent of commitment to utilize small business concerns and to support their development.  Information provided may include a brief description of established or planned procedures and organizational structure for Small Business outreach, assistance, counseling, market research and Small Business identification, and relevant purchasing procedures.  (For Large Business Offerors, this information should conform to applicable portions of your submitted Small Business Subcontracting Plan.)

Small Disadvantaged Business (SBD) Participation:  

(a)  Small Disadvantaged Business Participation – Contract Targets:  

(1)  The targets only include subcontracts with SDB concerns in those industries designated by the Department of Commerce as under represented areas by NAICS Industry Subsector. The General Services Administration has posted this Department of Commerce determination at: http://www.arnet.gov/References/sdbadjustments.htm.    

(2)  After completing an independent assessment of the opportunities available for subcontracting with small disadvantaged firms, Offerors shall propose a target for SDB participation by completing the Section H clause at H.20, Small Disadvantaged Business Participation – Contract Targets.  The target for SDB participation in clause H.20 shall be expressed as a percent of TOTAL CONTRACT VALUE (basic and all options combined).   If the Offeror is an SDB that has waived the SDB price evaluation adjustment in accordance with FAR 52.219-23, it shall provide with its offer a target for the work that it intends to perform in the authorized subsectors as the prime contractor. For additional information on under represented areas by NAICS Industry Subsectors, Offerors may reference the following website: http://www.arnet.gov/References/sdbadjustments.htm. 

(b) Other: The information below is only requested to the extent that it pertains to SDBs in the authorized NAICS Industry Subsectors.  Each Offeror shall:

(1)  Provide rationale to substantiate the proposed targets for SDB participation.
 
(2)  Briefly describe work that will be performed by SDB subcontractor(s).  Identify any work considered “high technology”.   If the subcontractor(s) is known, tie the work to the subcontractor and ensure consistency with H.20  Small Disadvantaged Business 

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Participation – Contract Targets (Offeror Fill In).  Additionally, specify the extent of 
commitment to use the subcontractor(s) (enforceable vs. non-enforceable commitments).

 (3)  If appropriate, discuss any plans to phase in contracting to SDB concerns explaining the rationale for the phase-in plan.

 (4)  Provide the Offeror’s record of past participation of SDB concerns in subcontracts and the type of work subcontracted such as production, engineering services, research, development, etc. over the past three full government fiscal years.  Copies of Summary Subcontracting Reports and Individual Subcontracting Reports (on relevant contracts) used to meet Federal reporting requirements can be part of the supporting information submitted.   
  
(5)  Provide a brief description of the Offeror’s established or planned procedures and organizational structure for SDB outreach, assistance, counseling, market research and SDB identification, and relevant purchasing procedures. For large business Offerors, this information should conform to its submitted Small Business Subcontracting Plan.  
 
(6)  Identify, by contract number and contracting agency, any SDB subcontracting incentives earned under any Government contract(s) in the last three years.  If incentives were available, but not earned, so state.

L.3.5 VOLUME V - COST

L.3.5.1 INSTRUCTIONS FOR PREPARATION OF THE COST PROPOSAL

(a)	General Cost Proposal Information

(1)	Certified cost and pricing data is not required; however, supporting cost data other than cost and pricing data is required.  To ensure that the Government is able to perform a fair assessment of the proposed cost, each offeror is required to submit a cost proposal that is suitable for evaluation.  A cost volume that is suitable for evaluation shall: 

     (i)	Account for all resources necessary to complete requirements of this contract;
     (ii)	Be traceable to the technical/management proposal(s);
     (iii)	Explain in detail all pricing and estimating techniques;
(iv)Disclose the basis of all projections, rates, ratios, percentages, and factors in sufficient detail to facilitate the evaluating panel’s understanding and ability to mathematically verify these estimating tools.  Offerors are advised that NASA may, during discussions (if required) or as part of the Final Proposal revision process (if required), request additional pricing information.

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     (v)	Comply with applicable Federal Acquisition Regulation (FAR), NASA FAR Supplement (NFS), and governing statutory requirements; and 
     (vi)	Include a narrative portion that explains all judgmental elements of cost projections and fee policies including any proposed cost ceilings and team fee sharing arrangements

(2)	Your cost proposal shall be submitted in one volume labeled Volume V- Cost.

(b) Requirement for Concurrent Cost Proposal Delivery to DCAA -A copy of the prime and all major subcontractor's cost proposals (both electronic and hardcopy) are to be delivered to each respective cognizant Defense Contract Audit Agency (DCAA) field audit office concurrent with delivery to the Kennedy Space Center.  If you do not know your cognizant DCAA field audit office, the information is readily available on the world-wide-web at www.dcaa.mil.  Once the web site is accessed, click the “CONUS” link under “Audit Office Locator”.  Enter your company’s 5 digit Zip Code in the area provided and click on the adjacent “search” button.  (It is important that you enter the 5 digit Zip Code for your company location where auditable books and records supporting amounts in your proposal physically reside.)  Once the search is completed, the cognizant field audit office physical and E-Mail addresses and Voice and FAX telephone numbers will be displayed.

L.3.5.2 COST PROPOSAL PRICING INSTRUCTIONS

Offerors shall price their cost/price proposal utilizing the Government Estimated Labor hours in Attachments L.3.8.4 and L.3.8.5 and the following Government provided Excel cost pricing templates:

Government Provided Excel Cost Template 1) Attachment L.3.8.3(core effort) 
Government Provided Excel Cost Template 2) Attachment L.3.8.6 (IDIQ effort)

As previously stated in Section L.2.10, offerors may propose/substitute labor categories that cannot be easily or logically mapped to those standard labor categories provided in Attachment J.7.  Note:  Subcontractors shall also use the pricing templates identified in Templates 1 and 2 above and provide cost information as required by the cost template instructions herein.  The subcontractor’s cost templates shall be included in a double-sealed envelope and is to be included with the prime’s proposal.  

COST TEMPLATES: All formulas used in the workbooks shall be clearly visible in the individual cells and verifiable.  While linking among the Excel cost templates is necessary, use of external links (source data not provided to NASA) of any kind is prohibited.  The workbooks shall not contain any macros or hidden cells.  The use of external links, locking workbooks or including macros or hidden cells may result in the 

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Government being unable to fully evaluate the proposal.  In addition to the hardcopy requirements of, each prime and subcontractor are required to submit their Excel cost templates and any other electronic cost data, including formulas on CD-ROM.  The Excel cost templates and associated workbooks shall not be locked/protected or secured by passwords.

(a)	The following labor templates are required from the prime contractor and are provided to support the prime's overhead and G&A: 
(1)	Labor Group Template
(2)	Work Year Equivalent Labor Template
(3)	Labor Rate Template
(4)	Labor Escalation Template
(5)	Productive Labor Template
(6)	Nonproductive Labor Template
(7)	Payroll Additives Template
(8)	Fringe Benefits Template 
(9)	Total Labor Proposed Templates

(b)	Rates Development Template: Contractor Specific (RDT CS): A separate RDT (CS) is required for each contract year of the effort from the prime and each major subcontractor.  This template is provided so that each offeror may show how they arrived at their individually proposed fully burdened rates (less prime fee).  First, this template calculates a weighted average direct labor cost for each Standard Labor Category (SLC) while simultaneously mapping the offeror’s job categories into the SLCs.  The column entitled “usage” provides the comparative weighting for each of the offeror’s labor categories.  The usage percentage will total 100 percent for each SLC.  Next, indirect costs (and fee for subcontractors only) are added to the direct labor cost to compute the fully burdened rate.  This template includes some typical indirect cost categories (overhead, G&A, etc.); however, it may be modified to accommodate your accounting system.  You may add rows or columns to facilitate this.  However, do not remove any SLCs in your submitted templates.

 (c) 	Prime Burdens Template (PBT): This template is required for each Contract Year from the prime contractor.  It is provided so that the prime may add their applicable burdens (subcontractor handling, G&A, etc.) to the Subcontractor Fully Burdened Rates (SFBR).  These rates are the subcontractor rates that were developed in the "Rates Development Template - Contractor Specific."

(d)        Rates Development Template - Team (RDT T): This template is required from the prime only and is intended to show how the offeror arrived at its' proposed fully burdened contract rates.  This template has a column entitled “usage" where the planned 

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usage percentage for each team member (prime and all subcontractors) is included.  This template may have blanks since it is possible for the prime or any one subcontractor to be proposing on only certain labor categories.

(e)	Summary Cost Template (SCT): This template is for pricing the annual LOE hours proposed and is required of the prime contractor only.  The template is divided into 3 sections.  The first section addresses productive hours.  The offeror shall determine the mix of labor categories and the labor hours required to perform the work.  The second section addresses the contract rates that were determined in the RDT (T).  The third section addresses the labor cost developed by multiplying the productive hours by the contract rates.  This will be the fully burdened labor cost per labor category.  The bottom of the template addresses the fully burdened labor cost, prime fee (subcontractor fee shall be included in fully burdened labor rates unless a fee sharing arrangement is being proposed), and the total cost and fee. 

(f)	Other Cost Templates

(1)	Summary Pricing Template (SPT): The summary pricing template is required of the prime only.  A completed SPT will summarize the total dollar value of the offer.  This value must reconcile to any statement of the total proposed value of the offer contained in the proposal or contained in any attached cover letter.  Offeror shall price travel in accordance with Government plug numbers identified in tables B.4.2.1 (core) effort and B.5 (ID/IQ) effort and separately include any indirects such as G&A applied to travel. Offeror shall provide the breakout of travel by prime and subcontractor.  If additional ODC’s are proposed, they shall be shown as a separate line item with a breakout of ODC’s by prime and subcontractor.  Any indirects applied to ODC’s (such as G&A) shall be shown as a separate line item.

(2)	Minor Subcontractor Template (MST): The minor subcontractor template is required of the prime only.  This template is intended to provide a concise assessment of the substance of minor sub-contracts.  Minor-subcontracts are subcontracts with an estimated annual value below $1M.  Two examples showing how this template is to be completed are included on this template.

(3)	Overhead Template (OHT): The prime offeror and all major subcontractor(s) must provide their Forward Pricing Rate Agreement (FPRA) used to price indirect cost for this proposal or this template.  This template shall provide insight into the composition of the burden pool for the proposed overhead rates.  A separate template for each of the proposed burden pools is to be completed.  In addition, provide overhead cost history for the prior three years and for the term of the contract.  The basis for projections of overhead shall also be provided and an explanation in support of any significant changes in either expenses or base of application that exist from one year to the next.  In the event the offeror’s fiscal year and anticipated contract year do not coincide, the 

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offeror shall complete the rate reconciliation showing how the fiscal year overhead rates 
result in the proposed overhead rates for each contract year.  The Government does not require or mandate that you propose indirect rate ceilings.  However, if proposed, the template includes an area for overhead ceilings.  A few cost elements are included on the template that represents the type of cost detail the Government requires visibility into.  If these cost elements are not applicable to any proposed indirect cost pool, leave blank.

(4)	G&A Template (GAT): The prime contractor and all major subcontractor(s) must provide their Forward Pricing Rate Agreement (FPRA) used to price G&A cost for this proposal or this template.  This template shall provide insight into the composition of the burden pool for the proposed General and Administrative (G&A) rate.  Identify the estimated G&A expense and explain the method for its calculation.  Provide G&A cost history including the actual expense pool and application base amounts for the prior three years.  The basis for projections of G&A shall also be provided and an explanation in support of any significant changes in either expenses or base of application that exist from one year to the next.  In the event the offeror’s fiscal year and anticipated contract year do not coincide, the offeror shall complete the rate reconciliation showing how the fiscal year G&A rate results in the proposed G&A rate for each contract year.  The Government does not require or mandate that you propose indirect rate ceilings.  However, if proposed, the template includes an area for G&A ceilings.  A few cost elements are included on the template which represents the type of cost detail the Government requires visibility into.  If these cost elements are not applicable to your proposed G&A cost pool, leave blank.

(5)	Cognizant Audit Office Template (CAOT): This template is required for each prime contractor, teaming partner, joint venture partner, and major subcontractor that meets the major subcontractor threshold ($1 Million per year).  This template is to be delivered with the Past Performance Volume.  This template is designed to capture relevant information concerning (1) the specific location (address or addresses for prime and major subcontractors) where auditable cost information physically resides that supports amounts proposed; (2) the person or persons (name, address, phone number, e-mail address etc) who can be contacted by DCAA to provide cost realism audit information for the prime contractor, (3) the person or persons (name, address, phone number, email address etc) who can be contacted by DCAA to provide cost realism audit information for your company or partners (in a teaming, joint venture or partnership situation) and major subcontractor(s); and (4) the name and address of the cognizant DCAA field audit office to which electronic and hardcopy proposals were sent.

(6)	Subcontractor Template (SUBT): This template serves as a summary of all subcontract cost.  It is to be provided by the prime offeror only.

(7)	Phase-In Template (PIT): Phase-In will be proposed as fixed price.  The phase-in template is required of the prime only and is designed to show the total cost (include 

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all subcontractor phase-in costs including profit).  This template must be supported by a narrative basis of estimate (BOE).  Include all skills and hours on this template and add rows if needed to account for all labor required.  Use the SLCs for skill mix if appropriate or include your labor mix on the template with a brief job description in the narrative.  The BOE should include a discussion of labor skill mix and significant non-labor 
resources (materials/supplies, equipment, other, etc.) necessary for accomplishment of phase-in requirements.  The phase-in template is to include ALL phase-in costs necessary for full contract implementation.

(8) 	Instructions to Offerors regarding their fill-in of the fully burdened ID/IQ rates in Section B, Table B.5.  The contractor shall fill in their fully burdened rates and fee (to be shown separately) in the Table B.5 which will become part of the contract and will be used to determine the price of each ID/IQ task order (rates in B.5 to be applied to negotiated hours for the task).  This table will be evaluated for cost reasonableness and realism and consistency with the technical and management approaches, and key personnel sections of your proposal.

(9)	Financial Capability Information:  The offeror shall provide the necessary financial documentation to demonstrate that they possess adequate financial resources to perform the prospective contract or demonstrate an ability to obtain adequate financial resources as required by FAR 9.104-1(a).  

L.3.5.3 FEE:  Provide a description of your proposed fee rate proposed for the core CPFF effort (CLINS 0001-0004) and also the fee rate proposed for the ID/IQ CPFF task orders (CLIN 0005).  The base for computation of fee shall not include any travel or other direct costs (with the exception of subcontractor labor)  in either the core or the ID/IQ efforts.  If a fee sharing pool arrangement is proposed (prime and subcontractor(s)), include a discussion of the arrangement and the distribution of fee earned.  Include a discussion of how the proposed fee percentage rate was derived and why it is reasonable for the type of effort.    If a team fee arrangement is proposed, the SFBR would not include fee and all fee would be included in prime fee.

L.3.6  VOLUME VI - PAST PERFORMANCE

The offeror shall submit past performance history in the following format and sequence to include all information prescribed below for both the offeror and the offeror’s proposed subcontractors. The offeror shall describe past performance on contracts similar in size, content, and complexity to KLXS requirements where characteristics such as technical excellence, responsiveness, safety, communication, and management were successfully implemented.  The offeror shall specifically provide a discussion of the relevant contract technical requirements, any unique schedules requirements, cost performance, problems encountered and initiative in problem resolution and overall performance. The offerors may submit additional information at its discretion (within 

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page limits) if they consider such information necessary to establish a record of relevant performance.  The offeror will also provide a generic release that can be used, if necessary, in contacting other companies listed in its Contract List or otherwise identified during the course of the evaluation.

 (a)  The offeror will request past performance questionnaire information on no more than five (5) previous or current contracts and no more than three (3) for each proposed subcontractor that will perform $5 million or more of the KLXS work over the life of the contract.  For contracts on which questionnaires have been requested, the offeror will include the following information in the past performance volume:  

(1)	Customer’s name, address, and telephone number for the contracts and technical points of contact.  Ensure that the information is current and accurate by verifying the phone numbers and addresses.

(2)	Contract number, type, total original value, and present or final contract value.

(3)	Date contract was awarded, place(s) of performance, and original contract period of performance, and actual contract period of performance.

(4)	Method of acquisition:  competitive or sole-source.

(5)	Identify any contracts where options were not exercised.  

(6)	Average number of personnel on the contract per year.

(7)	Describe how the respective contract is similar in size, content, and complexity to the KLXS requirement.  It is not sufficient to state that it is comparable in magnitude and scope.  Rationale must be provided to demonstrate that it is comparable.  

(8)	Describe past experiences supporting an operational environment, where support is required on multiple shifts to include off shift or short notice to accomplish the customer’s mission.

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(9)	Describe past experiences of previous contract phase-ins of similar complexity.

(10)	Terminated contracts (partial or complete) within the past three years and basis for termination (convenience or default).  Include 
the contract number, name, address, and telephone number of the terminating contracting officer.  Include contracts, or portions of contracts that were “de-scoped” by the customer because of performance or cost problems.  

(11)	Approaches used to maintain systems and services while increasing efficiency and/or reducing costs.

(12)	Describe any initiatives taken to accommodate major changes or transformation in contract requirements.

(13)	Describe any awards or recognition received from customers.

(b)  The offeror shall submit information on efforts similar in size, content and complexity to KLXS (except those where information is provided above) contracts and subcontracts that have been completed during the past three years, and those currently in process.  Refer to L.3.6(a) for maximum number of prime and subcontracts required for past performance.  Contracts listed may include those entered into with the Federal Government, agencies of state and local governments, and commercial customers.  

(c)  The offeror is responsible for forwarding the Past Performance Interview/Questionnaire to customer references listed in your proposal as required in paragraph (a) above.  The offeror will request that the customer references complete the Past Performance Questionnaire Form (Attachment L.3.8.2) and return it to the Contracting Officer, Janet C. Thodos (via express mail or US mail) as required by Section L. paragraphs L.2.3 and L.2.4.  The Government may contact the references directly.  

The offeror is responsible for ensuring that questionnaires are completed and provided to KSC to meet the stated deadline.  In addition to these customer references, the NASA past performance database and references known to the Government will be checked as deemed necessary.  Instructions for completing the Past Performance/Interview Questionnaire Forms are contained in this form.

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L.3.7 VOLUME VII - MODEL CONTRACT

Offerors shall provide the following information in Volume VII of their proposal: Completed Standard Form 33, signed by an official authorized to bind the company, and a completed model contract (Sections A through K including the required fill-ins).  In addition, in order to facilitate the possibility of award without discussions, three of the five requested completed contracts shall be signed originals.  Offeror’s shall ensure that the required fill-ins in Section B tables (B.4, B.4.1, B.4.2.1, and B.5) are included in this volume.

L.3.8 ATTACHMENTS

Attach. 
No.	Title	No. of
Pages	
L.3.8.1	Résumé Format 	1	
L.3.8.2	Present/Past Performance Questionnaire	7	
L.3.8.3	Cost Templates (Core Effort-CLINs 0001-0004)	49	
  L.3.8.4	Government Estimated Labor Hours-Core Effort	1	
L.3.8.5	Government Estimated Labor Hours-IDIQ Effort	1	
L.3.8.6	Cost Templates (IDIQ Effort -CLIN 0005)	49	

L.3.9  OFFEROR ACCEPTANCE PERIOD

Proposals submitted in response to this solicitation shall remain firm for at least 180 days after the date specified by the Government and shall contain a statement to this effect.

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SECTION M - EVALUATION FACTORS FOR AWARD 

M.1	EVALUATION AND SOURCE SELECTION - GENERAL

(a)	Source Selection:  This competitive negotiated acquisition will be conducted in accordance with FAR 15.3 and NASA FAR Supplement (NFS) 1815.3 "Source Selection".  The Source Evaluation Board procedures at NFS 1815.370, "NASA source evaluation boards" 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. 

(b)	Evaluation Factors and Sub-factors:  The evaluation factors are Mission Suitability, Cost/Price, and Past Performance.  These factors, as described at NFS 1815.304-70, will be used to evaluate each proposal.  This Section M provides a further description for each evaluation factor, inclusive of sub-factors.  Only the Mission Suitability factor is numerically weighted and scored.

(c)	Model Contract:  The model contract shall be in complete agreement with the proposal.  However, if the data included in the model contract disagrees with the data in the proposal volumes, then the model contract will be considered as having precedence over the data included in the proposal volumes.

(d)	Discussions:  The Government’s intent regarding discussions with Offerors is set forth in provision FAR Clause 52.215-1, Instructions to Offerors-Competitive Acquisition, which is listed in Section L, paragraph L.1.3.

(e)	As stated in FAR 52.215-1, the Government reserves the right to evaluate proposals and award a contract based on initial proposals, without discussions.  Therefore, the offeror's initial proposal should contain the offeror's best terms from a cost and technical standpoint.  The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary.  If it is determined that discussions are required and the establishment of a competitive range is necessary, only the most highly rated proposals will be included in the competitive range.  In accordance with FAR 52.215-1(f) (4), if the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals.

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(f)	Solicitation Requirements, Terms and Conditions:  Offerors are required to meet 
all Solicitation Requirements, such as terms and conditions, representations and 
certifications, and technical requirements, in addition to those identified as areas, 
factors, and subfactors to be eligible for award.  Failure to comply with 
Solicitation Requirements may result in an Offeror being removed from 
consideration for award.  Any exceptions to Solicitation Requirements must be 
fully explained and justified.

M.2  RELATIVE IMPORTANCE OF EVALUATION FACTORS

(a) The Government plans to use the tradeoff process described in FAR 15.101-1 as necessary in the evaluation of proposals.  This process allows the Government to consider award to other than the lowest price offeror when, in its judgment, a higher priced proposal provides benefits that merit the additional cost.  The Government shall make award to the offeror/proposal representing the best value to the Government. 

(b) The following relative weights will be used when assessing proposals in order to make an award decision.  In accordance with FAR 15.304(e), all evaluation factors other than cost or price, when combined, are approximately equal to cost or price.  Mission Suitability (Factor 1) is the most important factor.  Mission Suitability (Factor 1)  is more important than Past Performance (Factor 3).

M.3 FAR 52.217-5 EVALUATION OF OPTIONS (JUL 1990)
 
Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement.  Evaluation of options will not obligate the Government to exercise the option(s). 

M.4  EVALUATION FACTORS

(a)	The Government will evaluate the offers submitted in response to this RFP.  The factors and subfactors are set forth below:  

(1)  Factor 1: Mission Suitability
i.	Subfactor 1: Management Approach, Key Personnel and Plans (Volume I – Management Approach)
ii.	Subfactor 2: Technical Approach, Staffing and Skill Mix (Volume II – TechnicalApproach)
iii.	 Subfactor 3: Safety and Health (Volume III)
                            iv.    Subfactor 4: Small Business Utilization (Volume IV)
(2)  Factor 2: Cost (Volume V)
(3)  Factor 3: Past Performance (Volume VI - Past Performance)

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(b)	A brief description of each of these factors is set forth below.  Only the Mission Suitability factor will be weighted and numerically scored based on a 1000 point scale in accordance with NFS 1815.304-70(b)(1).

M.4.1 FACTOR 1: MISSION SUITABILITY

The Mission Suitability factor and associated subfactors will be used to evaluate the feasibility and soundness of the offeror's proposed approach in satisfying the requirements of the Statement of Work (SOW).  The offeror's degree of understanding of the SOW requirements will be assessed in all Mission Suitability subfactors.  The Mission Suitability subfactors are listed below.  Proposals will be evaluated and scored using the adjectival rating, definitions and percentile ranges at NFS 1815.305(a)(3)(A).  The subfactor scores will be added to arrive at the total Mission Suitability points.  The Mission Suitability evaluation shall consider the adequacy of the offeror’s proposed approach to meeting the requirements of the solicitation including the appropriateness of the offeror’s proposed resources.  A lack of resource realism may adversely affect their evaluation of the offeror’s Mission Suitability and result in cost realism adjustments under the cost factor

a)  MISSION SUITABILITY SUBFACTORS AND THEIR RELATIVE IMPORTANCE: The Mission Suitability subfactors and their corresponding weights(points) reflecting relative importance are listed below.

Mission Suitability Subfactors                                                             Weight	
Subfactor 1 - Management Approach, Key Personnel and Plans                 450	
Subfactor 2 - Technical Approach, Staffing and Skill Mix                          350	
Subfactor 3 – Safety and Health                                                                   100	
Subfactor 4 – Small Business Utilization                                                     100	
Total                                                                                                            1000	

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M.4.1.1 Subfactor 1-Management Approach, Key Personnel and Plans

The management areas and the associated elements of Project Management and Key Personnel will be evaluated to assess the extent to which the offeror has demonstrated a thorough and comprehensive understanding of the management requirements and key personnel requirements and ability to meet the requirements.  Under this subfactor, an evaluation of each offeror’s proposal will be performed to assess the effectiveness, clarity, soundness, comprehensiveness, feasibility, risk, realism, and suitability of each of the following:

1.  Overall Management Approach:  The Government will evaluate the effectiveness, clarity, soundness, comprehensiveness, feasibility, and suitability of the offeror's proposed approach, strategies, and procedures to provide flexible, effective, and efficient implementation of customer requirements, effective workforce utilization, effective internal and external communications, and effective management.  In addition, the offeror’s proposed approach to managing technical and cost contract performance areas will be evaluated.  

2.  Organizational Structure:  An evaluation will be made of the overall effectiveness and efficiency of each offeror's organizational structure.  The offeror shall be evaluated on their proposed matrix charts depicting their proposed organizational structure, including any associations with corporate or division organizations and subcontractors and whether the organizational structure provides clear internal and external lines of communication and levels of authority.  The evaluation includes the degree of local autonomy and authority granted to the contract program manager to manage local operations and includes local operations relationships to a parent organization, decisions or approvals that will be made outside the local organization, identification of the organizational and geographical placement of authority to: 1) negotiate contract modifications (Reference H.17); 2) release completed work and vouchers to the Government; 3) reassign work in response to varying workloads; 4) hire, dismiss, promote, and demote personnel; 5) select, administer, and terminate subcontracts; and  6) provide training.  

3.  Key Personnel:  The offeror's rationale for key positions will be evaluated for appropriateness and why the proposed positions are critical to the success of the Contract.  The resumes for the proposed key personnel will be assessed for qualifications and relevancy to requirements specified in Attachment J.7, Standard Labor Categories and Qualifications, and the respective functional areas(s) of responsibility.  In addition, the offeror’s planned approach to replacement of key personnel will be evaluated.

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4.  Organizational Conflicts of Interest Avoidance Plan:  The offeror's analysis of possible organizational conflicts of interest that currently exist, and the approaches identified to control, mitigate, or eliminate any potential organizational conflicts of interest will be evaluated for effectiveness, completeness, clarity, and feasibility.  The Offeror's approach for complying with Clause H.3 “Limitation of Future Contracting" and Clause H.12 "Organizational Conflict of Interest” will be evaluated.

5.  Risk Management:  The offeror's identification and approach to managing risks will be evaluated.  The offeror's mitigation strategies for the identified risks and the process including planning, identification, analysis, and tools to monitor, control, and communicate the risk will also be assessed.

6.  Phase-in Plan:  The offeror's overall approach and strategy for ensuring a smooth transition of personnel, effective and efficient plan for minimizing disruption to critical work, workforce and skill mix retention and attraction, and addressing changing requirements will be evaluated for effectiveness, completeness, clarity, and feasibility.  In addition, the evaluation of the offeror‘s phase-in will include evaluation of the offeror’s approach to ensuring proper badging of personnel and background checks are completed timely.

7.  Total Compensation Plan:  The offeror's proposed compensation plan will be evaluated for sound management approach, understanding, and compliance with applicable statutory, regulatory, and contractual requirements.  The offeror's management and compensation methodologies for recruiting, motivating, staffing, and retaining qualified personnel, internal corporate resources, external recruitment and fringe benefit coverage will be evaluated.

M.4.1.2 Subfactor 2 - Technical Approach, Staffing and Skill Mix

An evaluation of the effectiveness, clarity, soundness, comprehensiveness, feasibility, suitability, risk, efficiency, and innovation of the offeror's response will be made of each of the following :

1.  Overall Technical Approach:  The effectiveness of the Offeror's approach addressing all functional areas of the SOW and their interrelationship will be evaluated to assess the extent to which the offeror has demonstrated a thorough and comprehensive understanding of the technical requirements.  The soundness and adequacy of the Offeror's method and the approach to perform "core mission" requirements for CLINS 0001-0004 (CPFF)  and effectively respond to any high intensity work periods resulting from issuance of ID/IQ tasks (CLIN 0005 (CPFF)) will be evaluated.  In addition, evaluation of the proposed technical approach will include evaluation of the offeror’s proposed strategy for identifying, tracking, and controlling technical risks.  

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Further, the offeror will be evaluated on how their proposed technical approach relates to their staffing plan and other staffing data as well as their cost proposal.

2.  Technical Understanding/Approach of Scenarios:  The comprehensiveness, feasibility, suitability, effectiveness, and innovation of the offeror's response to the Government’s provided sample work requirements (scenarios) identified in Section L, paragraph L.3.2.2 will be evaluated.  This includes evaluation of the offeror’s discussion of technical, management, and administrative skills required to perform the work and the methods planned to be applied.

3.  Staffing and Skill Mix

The offeror's rationale for the proposed staffing levels and methods for ensuring staffing flexibility and responsiveness to possible significant workload fluctuations will be evaluated.  The offeror's general approach to effectively manage and control resources will be evaluated including the proposed matrix chart and proposed approach for maintaining an experienced and qualified workforce and meeting the minimum qualifications identified in Attachment J.7 “Standard Labor Categories and Qualifications”, and with clear demonstrated skills in the SOW requirements disciplines.  This includes evaluation of the offeror’s approach to accommodating workload adjustments through the cross-utilization of personnel, use of existing corporate resources, and other plans which demonstrate the flexibility to respond to fluctuating requirements.  Resumes for the subject matter specialists will be evaluated as to their qualifications (as compared to Attachment J.7 Standard Labor Categories and Qualifications and relevancy to the SOW requirements).  The proposal information pertaining to the technical experts will be evaluated based on the offeror’s plan to obtain the necessary technical expertise to meet the SOW requirements.

The offeror's proposed skill mix for performing the mission and adequacy of overall labor category definitions and requirements (years of experience, education, etc.) to ensure a qualified and capable workforce will be assessed.

M.4.1.3  Subfactor 3 - Safety and Health  

The Offeror’s Safety and Health Plan will be evaluated for the soundness, feasibility, and suitability for ensuring the safety and health of personnel, and for identifying and managing safety and health risks. In addition, the offeror will be evaluated on their proposed Drug and Alcohol-free Workplace Policy and Plan for the required information that is to be included as part of their safety and health plan (refer to L.3.3).

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M.4.1.4  Subfactor 4- Small Business Utilization Subfactor

Small Business Goals/Attainment and Small Disadvantaged Business (SDB) Participation:  

The offeror’s proposed approach to attaining and maintaining the RFP recommended small business goals identified in Section L.3.4, paragraph 2 will be evaluated.  In addition, the offeror’s proposed SDB participation and their associated work will be evaluated.  

The amount and complexity of work to be performed by small businesses; and the approach for flow down of small business goals by large business subcontractors and the probability the approach will meet or exceed proposed goals will be evaluated.  The Offeror's Small Business Subcontracting Plan will also be evaluated in terms of meeting the requirements of FAR 19.704 Subcontracting Plan Requirements, including the Offeror's rationale for proposing any goals that do not meet or exceed the RFP’s recommended goals identified in Section L.3.4, paragraph (a) (2).

Small Business Utilization:  The evaluation of Small Business Subcontracting applies to all Offerors.  Although small business concerns are not required to submit a Small Business Subcontracting Plan as required by FAR clause 52.219-9, Small Business Subcontracting Plan and its Alternate II, NASA will evaluate small business subcontractor participation to the extent that subcontracting opportunities exist.  

The evaluation of SDB participation applies to all Offerors except SDB offerors unless the SDB Offeror has waived the price evaluation adjustment factor by completing paragraph (c) of FAR clause 52.219-23.  The waiver, if elected, makes the particular SDB offeror INELIGIBLE for the price evaluation factor adjustment but ELIGIBLE for the “evaluation credit” (points) associated with the SDB participation described in Section M.

Small Business Subcontracting  

(a) The Small Business Subcontracting Plan will be evaluated in terms of the Offeror’s proposed subcontracting goals (overall subcontracting goals and individual subcontracting goals by category) in comparison to the Contracting Officer’s assessment of the appropriate subcontracting goals for this procurement.  The Small Business Subcontracting Plan will also be evaluated in terms of the reasonableness and soundness of the Offeror's independent assessment to achieve the proposed overall subcontracting goals and the individual subcontracting goals by category.  The evaluation will include the reasonableness of rationale for any goal that is less than the Contracting Officer’s 

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recommended goal for any category, the reasonableness of efforts made to establish a 
goal for that category, as well as on-going efforts, if any, the Offeror plans during performance to increase participation in that category.  This evaluation of the Small Business Subcontracting Plan will be on the basis of total contract value.  The Small Business Subcontracting Plan will also be evaluated in terms of meeting the requirements of FAR 19.704 Subcontracting Plan Requirements.

Additionally, NASA will evaluate:  

(1)  The reasonableness and quality of the rationale provided to substantiate the proposed goals in the Small Business Subcontracting Plan.  

(2)  For small businesses not required to submit a Small Business Subcontracting Plan, the extent, reasonableness, and quality of small business subcontracting participation to the extent that subcontracting opportunities exist.
 
(3)  The reasonableness and quality of the rationale specific to work that will be performed by the small business subcontractor(s).  NASA will also evaluate the extent to which SB concerns are specifically identified and the extent of commitment to use SB firms (for example, enforceable commitments vs. non-enforceable commitments.)   

(4)  The reasonableness and quality of any proposed plans to phase in contracting to SB concerns.

(5)  The quality of Offeror’s past performance in small business utilization as an indicator of commitment to utilize small business concerns.

(6)  The reasonableness and quality of information demonstrating the extent of commitment to utilize small business concerns and to support their development.

SDB Participation 

Separately from Small Business Subcontracting, NASA will evaluate SDB Participation.

NASA will evaluate the reasonableness of proposed target SDB participation in the approved NAICS Industry Subsectors against total contract value.  

Additionally, NASA will evaluate other information as follows only to the extent that it pertains to SDBs in the authorized NAICS Industry Subsectors:    

(1)  The reasonableness and quality of the rationale provided to substantiate the proposed targets for SDB participation.    

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(2)  The reasonableness and quality of the rationale specific to work that will be performed by the SDB(s).  This will include favorable consideration of work subcontracted to qualified SDB(s) in high technology areas. NASA will also evaluate the extent to which SDB concerns are specifically identified and the extent of commitment to use SDB firms (for example, enforceable commitments vs. non-enforceable commitments.)   

(3)  The reasonableness and quality of any proposed plans to phase in contracting to SDB concerns.

(4)  The quality of the Offeror’s past performance in SDB utilization as an indicator of commitment to utilize SDBs.

(5)  The reasonableness and quality of the Offeror’s planned procedures and organizational structure for SDB outreach, assistance, counseling, market research and SDB identification, and relevant purchasing procedures.  Procedures and structure will also be evaluated from the standpoint of ensuring attainment of the SDB targets.      

(6) Any SDB subcontracting incentives earned as an indicator of commitment to utilize SDBs.  
(End of clause)

M.4.2 FACTOR 2: COST

The Government will not utilize weighting and scoring in the cost area.  The Government will perform a cost analysis and a cost realism analysis in accordance with FAR 15.404-1(d) of each offeror's proposal to evaluate the realism and reasonableness of the proposed costs and will be used in determining the probable cost.  The offeror’s cost proposal will be evaluated for validity, realism, and adequacy.  The evaluation will also include an analysis of the offeror’s financial capability to performance a contract of this magnitude.  If the offeror does not demonstrate adequate financial resources to perform the prospective contract or demonstrate the ability to obtain adequate resources as required by FAR 9.104-1(a), the offeror may be considered non-responsible.  

Cost realism analysis is the process of independently reviewing and evaluating specific elements of each offeror's proposed cost estimate to determine whether the estimated proposed cost elements are realistic for the work to be performed.  Realistic cost elements indicate a clear understanding of the requirements and are consistent with the technical and management approach described in the offeror's proposal.  When elements of an offeror's proposal are judged to be unrealistic, probable cost adjustments will be made to the offeror's cost proposal.

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Probable cost is the Government's estimate of the anticipated cost to NASA of contract performance in accordance with each offeror's specific technical and management approach described in the offeror's proposal.

For the probable cost adjustment, the proposed fee dollars will not be adjusted.  The probable cost will be used for selection purposes and will include the cost of the basic and option periods of performance for the core effort (CLINS 0001-0005) as well as the phase-in costs and ID/IQ fully burdened rates proposed for CLIN 0005.  The Government will also perform a price analysis of the offeror’s entire proposal.  The phase-in price will be evaluated for consistency with the Offeror's Phase-in Plan (DRD PM-02). A level of confidence determination (high, medium, or low) will be made for the probable cost assessment for each proposal.

M.4.3 FACTOR 3: PAST PERFORMANCE

The offeror's past performance will be evaluated in accordance with FAR 15.305(a)(2), and NFS 1815.305(a)(2).  The evaluation will include utilizing information provided by offerors in their proposals, information obtained by the Government from the responses received on the Present/Past Performance Questionnaires, communications with listed references as well as any other information obtained independently.  

The Government will evaluate proposals and assign one of the following confidence ratings to the offerors with past performance:  Very High, High, Moderate, Low, Very Low.  Offerors without a record of relevant past performance will receive a neutral rating.  The confidence rating’s and associated definitions that will be used in the evaluation of past performance are as follows:

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

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

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

Low Level of Confidence  
The Offeror’s relevant past performance is at least somewhat pertinent to this acquisition, and  it meets or slightly exceeds minimum acceptable standards; adequate results; reportable problems with identifiable, but not substantial, effects on overall performance.  Based on the Offeror’s performance record, there is a low level of confidence that the Offeror will successfully perform the required effort.  Changes to the Offeror’s existing processes may be necessary in order to achieve contract requirements.  

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

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

[End of Section]

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