PART 1815

**CONTRACTING BY NEGOTIATION**

# TABLE OF CONTENTS

# SUBPART 1815.1 SOURCE SELECTION PROCESSES AND TECHNIQUES

1815.101 Best value continuum.

**SUBPART
[1815.2](#subpart-1815.-2--solicitation-and-receipt-of-proposals-and-information)
SOLICITATION AND RECEIPT OF PROPOSALS AND**

> **INFORMATION**

1815.201 Exchanges with industry before receipt of proposals.

1815.203 Requests for proposals.

1815.203-70 Installation reviews.

1815.203-71 Headquarters reviews.

1815.203-72 Risk management.

1815.204 Contract format.

1815.204-2 Part I-The Schedule.

1815.204-5 Part IV-Representations and instructions.

1815.204-70 Page limitations.

1815.207 Handling proposals and information.

1815.207-70 Release of proposal information.

1815.207-71 Appointing non-Government evaluators as special Government

employees.

1815.208 Submission, modification, revision, and withdrawal of
proposals.

1815.209 Solicitation provisions and contract clauses.

1815.209-70 NASA solicitation provisions.

**SUBPART [1815.3](#subpart-1815.-3--source-selection) SOURCE
SELECTION**

1815.300 Scope of subpart.

1815.300-70 Applicability of subpart.

1815.303 Responsibilities.

1815.304 Evaluation factors and significant subfactors.

1815.304-70 NASA evaluation factors.

1815.305 Proposal evaluation.

1815.305-70 Identification of unacceptable proposals.

1815.305-71 Evaluation of a single proposal.

1815.306 Exchanges with offerors after receipt of proposals.

1815.307 Proposal revisions.

1815.308 Source selection decision.

1815.370 NASA source evaluation boards.

**SUBPART [1815.4](#OLE_LINK4) CONTRACT PRICING**

1815.403 Obtaining cost or pricing data.

1815.403-1 Prohibition on obtaining cost or pricing data.

1815.403-170 Waivers of cost or pricing data.

1815.403-3 Requiring information other than cost or pricing data.

1815.403-4 Requiring cost or pricing data.

1815.404 Proposal analysis.

1815.404-2 Information to support proposal analysis.

1815.404-4 Profit.

1815.404-470 NASA Form 634

1815.404-471 NASA structured approach for profit or fee objective.

1815.404-471-1 General.

1815.404-471-2 Performance risk.

1815.404-471-3 Contract type risk and working capital adjustment.

1815.404-471-4 Other considerations.

5.  Facilities capital cost of money.

1815.404-471-6 Modification to structured profit/fee approach for
nonprofit

Organizations.

1815.404-472 Payment of profit or fee under letter contracts.

1815.406 Documentation.

1815.406-1 Prenegotiation objectives.

1815.406-170 Content of the prenegotiation position memorandum.

1815.406-171 Installation reviews.

1815.406-172 Headquarters reviews.

1815.406-3 Documenting the negotiation.

1815.407 Special cost or pricing areas.

1815.407-2 Make-or-buy programs.

1815.408 Solicitation provisions and contract clauses.

1815.408-70 NASA solicitation provisions and contract clauses.

**SUBPART [1815.5](#OLE_LINK5) PREAWARD, AWARD, AND POSTAWARD**

**NOTIFICATIONS, PROTESTS, AND MISTAKES**

1815.504 Award to successful offeror.

1815.506 Postaward debriefing of offerors.

1815.506-70 Debriefing of offerors - Major System acquisitions.

**SUBPART [1815.6](#OLE_LINK6) UNSOLICITED PROPOSALS**

1815.602 Policy.

1815.604 Agency points of contact.

1815.606 Agency procedures.

1815.606-70 Relationship of unsolicited proposals to NRAs.

1815.609 Limited use of data.

1815.609-70 Limited use of proposals.

1815.670 Foreign proposals.

**SUBPART [1815.70](#OLE_LINK70) OMBUDSMAN**

1815.7001 NASA Ombudsman Program.

1815.7002 Synopses of solicitations and contracts.

1815.7003 Contract clause.

PART 1815

**CONTRACTING BY NEGOTIATION**

# Subpart 1815.1\--Source Selection Processes and Techniques

**1815.101 Best value continuum.**

When a written acquisition plan is not required by 1807.103, the
contracting officer must document in the contract file the source
selection approach and the rating method to be used, how they will be
used, and how these will result in selection of the best value to the
government.

#### Subpart 1815. 2\--Solicitation and Receipt of Proposals and Information

**1815.201 Exchanges with industry before receipt of proposals.**

(c)(6)**(A)** Except for acquisitions described in 1815.300-70(b)
contracting officers shall issue draft requests for proposals (DRFPs)
for all competitive negotiated acquisitions expected to exceed
\$10,000,000 (including all options or later phases of the same
project). DRFPs shall invite comments from potential offerors on all
aspects of the draft solicitation, including the requirements,
schedules, proposal instructions, and evaluation approaches. Potential
offerors should be specifically requested to identify unnecessary or
inefficient requirements. If the DRFP contains Government-unique
standards, potential offerors should be invited to identify voluntary
consensus standards that meet the Government\'s requirements as
alternatives to Government-unique standards cited as requirements, in
accordance with [**FAR
11.101**](http://www.arnet.gov/far/current/html/Subpart_11_1.html#1046552)
and [**OMB Circular
A-119**](http://www.whitehouse.gov/OMB/circulars/a119/a119.html).
Comments should also be requested on any perceived safety, occupational
health, security (including information technology security),
environmental, export control, and/or other programmatic risk issues
associated with performance of the work. When considered appropriate,
the statement of work or the specifications may be issued in advance of
other solicitation sections.

**(B)** Contracting officers shall plan the acquisition schedule to
include adequate time for issuance of the DRFP, potential offeror review
and comment, and NASA evaluation and disposition of the comments.

**(C)** When issuing DRFPs, potential offerors should be advised that
the DRFP is not a solicitation and NASA is not requesting proposals.

**(D)** Whenever feasible, contracting officers should include a summary
of the disposition of significant DRFP comments with the final RFP.

**(E)** If performance-based payments are planned to be used in a
competitive negotiated acquisition, the DRFP shall request potential
offerors to suggest terms, including performance events or payment
criteria. Contracting officers shall use that information to establish a
common set of performance-based payments parameters in the formal RFP
when practicable.

**(F)** The procurement officer may waive the requirement for a DRFP
upon written determination that the expected benefits will not be
realized given the nature of the supply or service being acquired. The
DRFP shall not be waived because of poor or inadequate planning.

(f)**(i)** Upon release of the formal RFP, the contracting officer shall
direct all personnel associated with the acquisition to refrain from
communicating with prospective offerors and to refer all inquiries to
the contracting officer or other authorized representative. This
procedure is commonly known as a \"blackout notice\" and shall not be
imposed before release of the RFP. The notice may be issued in any
format (e.g., letter or electronic) appropriate to the complexity of the
acquisition.

**(ii)** Blackout notices are not intended to terminate all
communication with offerors. Contracting officers should continue to
provide information as long as it does not create an unfair competitive
advantage or reveal proprietary data.

**1815.203 Requests for proposals.**

**1815.203-70 Installation reviews.**

\(a\) Installations shall establish procedures to review all RFPs before
release. When appropriate given the complexity of the acquisition or the
number of offices involved in solicitation review, centers should
consider use of a single review meeting called a Solicitation Review
Board (SRB) as a streamlined alternative to the serial or sequential
coordination of the solicitation with reviewing offices. The SRB is a
meeting in which all offices having review and approval responsibilities
discuss the solicitation and their concerns. Actions assigned and
changes required by the SRB shall be documented.

\(b\) When source evaluation board (SEB) procedures are used in
accordance with 1815.370, the SEB shall review and approve the RFP prior
to issuance.

**1815.203-71 Headquarters reviews.**

For RFPs requiring Headquarters review and approval, the procurement
officer shall submit ten copies of the RFP to the Assistant
Administrator for Procurement (Code HS). Any significant information
relating to the RFP or the planned evaluation methodology omitted from
the RFP itself should also be provided.

**1815.203-72 Risk management.**

In all RFPs for supplies or services for which a technical proposal is
required, proposal instructions shall require offerors to identify and
discuss risk factors and issues throughout the proposal where they are
relevant, and describe their approach to managing these risks.

**1815.204 Contract format.**

**1815.204-2 Part I - The Schedule.**

\(c\) To the maximum extent practicable, requirements should be
articulated as performance-based specifications and performance work
statements that focus on required outcomes or results.

**1815.204-5 Part IV - Representations and instructions.**

\(b\) The information required in proposals should be kept to the
minimum necessary for the source selection decision.

**1815.204-70 Page limitations.**

\(a\) Technical and contracting personnel will agree on page limitations
for their respective portions of an RFP. Unless approved in writing by
the procurement officer, the page limitation for the contracting portion
of an RFP (all sections except Section C, Description/
specifications/work statement) shall not exceed 150 pages, and the page
limitation for the technical portion (Section C) shall not exceed 200
pages. Attachments to the RFP count as part of the section to which they
relate. In determining page counts, a page is defined as one side of a
sheet, 8 1/2\" x 11\", with at least one inch margins on all sides,
using not smaller than 12-point type. Foldouts count as an equivalent
number of 8 1/2\" x 11\" pages. The metric standard format most closely
approximating the described standard 8 1/2\" x 11\" size may also be
used.

\(b\) Page limitations shall also be established for proposals submitted
in competitive acquisitions. Accordingly, technical and contracting
personnel will agree on page limitations for each portion of the
proposal. Unless a different limitation is approved in writing by the
procurement officer, the total initial proposal, excluding title pages,
tables of content, and cost/price information, shall not exceed 500
pages using the page definition of 1815.204-70(a). Firm page limitations
shall also be established for final proposal revisions, if requested.
The appropriate page limitations for final proposal revisions should be
determined by considering the complexity of the acquisition and the
extent of any discussions. The same page limitations shall apply to all
offerors. Pages submitted in excess of specified limitations will not be
evaluated by the Government and will be returned to the offeror.

**1815.207 Handling proposals and information.**

**1815.207-70 Release of proposal information.**

\(a\) NASA personnel participating in any way in the evaluation may not
reveal any information concerning the evaluation to anyone not also
participating, and then only to the extent that the information is
required in connection with the evaluation. When non-NASA personnel
participate, they shall be instructed to observe these restrictions.

(b)(1) Except as provided in paragraph (b)(2) of this section, the
procurement officer is the approval authority to disclose proposal
information outside the Government. If outside evaluators are involved,
this authorization may be granted only after compliance with [**FAR
37.2**](http://www.arnet.gov/far/current/html/Subpart_37_2.html#1046638)
and
[**1837.204**](http://www.arnet.gov/far/current/html/Subpart_37_2.html#1046676),
except that the determination of unavailability of Government personnel
required by FAR 37.2 is not required for disclosure of proposal
information to JPL employees.

\(2\) Proposal information in the following classes of proposals may be
disclosed with the prior written approval of a NASA official one level
above the NASA program official responsible for the overall conduct of
the evaluation. If outside evaluators are involved, the determination of
unavailability of Government personnel required by FAR 37.2 is not
required for disclosure in these instances.

\(i\) Proposals submitted in response to broad agency announcements such
as Announcements of Opportunity and NASA Research Announcements;

\(ii\) Unsolicited proposals; and

\(iii\) SBIR and STTR proposals.

\(3\) If JPL personnel, in evaluating proposal information released to
them by NASA, require assistance from non-JPL, non-Government
evaluators, JPL must obtain written approval to release the information
in accordance with paragraphs (b)(1) and (b)(2) of this section.

**1815.207-71 Appointing non-Government evaluators as special Government
employees.**

\(a\) Except as provided in paragraph (c) of this section,
non-Government evaluators, except employees of JPL, shall be appointed
as special Government employees.

\(b\) Appointment as a special Government employee is a separate action
from the approval required by paragraph 1815.207-70(b) and may be
processed concurrently. Appointment as a special Government employee
shall be made by:

\(1\) the NASA Headquarters personnel office when the release of
proposal information is to be made by a NASA Headquarters office; or

\(2\) the installation personnel office when the release of proposal
information is to be made by the installation.

\(c\) Non-Government evaluators need not be appointed as special
Government employees when they evaluate:

\(1\) Proposals submitted in response to broad agency announcements such
as Announcements of Opportunity and NASA Research Announcements;

\(2\) Unsolicited proposals; and

\(3\) SBIR and STTR proposals.

**1815.208 Submission, modification, revision, and withdrawal of
proposals.**

\(b\) The FAR late proposal criteria do not apply to Announcements of
Opportunity, NASA Research Announcements (see
[**1852.235-72**](http://www.hq.nasa.gov/office/procurement/regs/5228-41.htm#1852.235-72)),
and Small Business Innovative Research (SBIR) Phase I and Phase II
solicitations, and Small Business Technology Transfer (STTR)
solicitations. For these solicitations, proposals or proposal
modifications received from qualified firms after the latest date
specified for receipt may be considered if a significant reduction in
cost to the Government is probable or if there are significant technical
advantages, as compared with proposals previously received. In such
cases, the project office shall investigate the circumstances
surrounding the late submission, evaluate its content, and submit
written recommendations and findings to the selection official or a
designee as to whether there is an advantage to the Government in
considering it. The selection official or a designee shall determine
whether to consider the late submission.

**1815.209 Solicitation provisions and contract clauses.**

\(a\) The contracting officer shall insert [**FAR
52.215-1**](http://www.arnet.gov/far/current/html/52_215.html#1063712)
in all competitive negotiated solicitations.

**1815.209-70 NASA solicitation provisions.**

\(a\) The contracting officer shall insert the provision at
[**1852.215-77**](http://www.hq.nasa.gov/office/procurement/regs/5215-16.htm#1852.215-77%231852.214-71),
Preproposal/Pre-bid Conference, in competitive requests for proposals
and invitations for bids where the Government intends to conduct a
preproposal or pre-bid conference. Insert the appropriate specific
information relating to the conference.

\(b\) When it is not in the Government's best interest to make award for
less than the specified quantities solicited for certain items or
groupings of items, the contracting officer shall insert the provision
at
[**1852.214-71**](http://www.hq.nasa.gov/office/procurement/regs/5213-14.htm),
Grouping for Aggregate Award. See 1814.201-670(b).

\(c\) When award will be made only on the full quantities solicited, the
contracting officer

shall insert the provision at
[**1852.214-72**](http://www.hq.nasa.gov/office/procurement/regs/5213-14.htm),
Full Quantities. See 1814.201-670(c).

\(d\) The contracting officer shall insert the provision at
[**1852.215-81**](http://www.hq.nasa.gov/office/procurement/regs/5215-16.htm#1852.215-81),
Proposal Page Limitations, in all competitive requests for proposals.

#### 

#### Subpart 1815. 3\--Source Selection

**1815.300 Scope of subpart.**

**1815.300-70 Applicability of subpart.**

(a)(1) Except as indicated in paragraph (b) of this section, NASA
competitive negotiated acquisitions shall be conducted as follows:

\(i\) Acquisitions of \$50 million or more \-- in accordance with [**FAR
15.
3**](http://www.arnet.gov/far/current/html/Subpart_15_3.html#1046478)
and this subpart are required to use a mission suitability factor,
numerically score, and use the procedures in 1815.370.

\(ii\) Other acquisitions \-- in accordance with FAR 15.3 and this
subpart except section 1815.370 and use of a mission suitability factor
and numerical scoring is optional.

\(2\) Estimated dollar values of acquisitions shall include the values
of multiple awards, options, and later phases of the same project.

\(b\) FAR 15. 3 and this subpart are not applicable to acquisitions
conducted under the following procedures:

\(1\) Announcements of Opportunity (see [**Part
1872**](http://www.hq.nasa.gov/office/procurement/regs/1872.htm)).

\(2\) NASA Research Announcements (see
[**1835.016-71**](http://www.hq.nasa.gov/office/procurement/regs/1835.htm#1835.016-71)).

\(3\) The Small Business Innovative Research (SBIR) program and the
Small Business Technology Transfer (STTR) pilot program under the
authority of the Small Business Act (15 U.S.C. 638).

\(4\) Architect and Engineering (A&E) services (see [**FAR
36.6**](http://www.arnet.gov/far/current/html/Subpart_36_6.html#1046789)
and
[**1836.6**](http://www.hq.nasa.gov/office/procurement/regs/1836.htm#P89_4714)).

**1815.303 Responsibilities.**

\(a\) The SSA shall be established at the lowest reasonable level for
each acquisition. Notwithstanding the FAR designation of the contracting
officer as SSA, the SSA for center acquisitions shall be established in
accordance with center procedures. For acquisitions designated

as Headquarters selections, the SSA will be identified as part of the
Master Buy Plan process (see
[**1807.71**](http://www.hq.nasa.gov/office/procurement/regs/1807.htm#P129_9388)).

(b)**(i)** The source selection authority (SSA) is the Agency official
responsible for proper and efficient conduct of the source selection
process and for making the final source selection decision. The SSA has
the following responsibilities in addition to those listed in the FAR:

**(A)** Approve the source selection approach, rating method, evaluation
factors, subfactors, the weight of the evaluation factors and subfactors
when used, and any special standards of responsibility (see [**FAR
9.104-2**](http://www.arnet.gov/far/current/html/Subpart_9_1.html#1046602))
before release of the RFP, or delegate this authority to appropriate
management personnel;

**(B)** Appoint the source selection team. However, when the
Administrator will serve as the SSA, the Official-in-Charge of the
cognizant Headquarters Program Office will appoint the team; and

**(C)** Provide the source selection team with appropriate guidance and
special instructions to conduct the evaluation and selection procedures.

(b)**(ii)** See 1803.104-70 for restrictions on participating in
evaluation or selection of proposals.

(b)(2) Approval authorities for Acquisition Plans and Procurement
Strategy Meetings are in accordance with
[**1807.103**](http://www.hq.nasa.gov/office/procurement/regs/1807.htm#P56_1098).

**1815.304 Evaluation factors and significant subfactors.**

(c)(4)**(A)** Small Business Utilization shall be evaluated as a
subfactor under the Mission Suitability factor. The Small Business
Utilization subfactor shall provide for a separate and distinct
evaluation of Small Business plans and SDB participation. If a Mission
Suitability factor is not used, Small Business Utilization, including a
separate and distinct evaluation of SDB concerns, shall be evaluated as
a separate factor or subfactor, as appropriate.

**(B)** NASA estimated goals should be specified for each small business
category in solicitations that require the submission of a
subcontracting plan under 52.219-9. When estimated goals are evaluated
in competitive negotiated acquisitions, the suggested SDB subcontracting
goal shall not be discretely evaluated, but should be included in the
evaluation of the cumulative goal for all the small business categories
identified in the plan.

**(C)** In solicitations that include the FAR 19.12 evaluation of
participation of SDBs in the designated North American Industry
Classification System (NAICS) codes, NASA estimated targets should not
be specified for the expected participation. Proposed SDB participation
levels shall be evaluated based on a standard of reasonableness relative
to the offeror's proposed effort. SDB concerns that choose the [**FAR
19.11**](http://www.arnet.gov/far/current/html/Subpart_19_11.html#1046478)
price evaluation adjustment shall receive the lowest possible
score/rating under the [**FAR
15.304(c)(4)**](http://www.arnet.gov/far/current/html/Subpart_15_3.html#1046497)
evaluation.

**1815.304-70 NASA evaluation factors.**

\(a\) Typically, NASA establishes three evaluation factors: Mission
Suitability, Cost/Price, and Past Performance. Evaluation factors may be
further defined by subfactors. Evaluation subfactors should be
structured to identify significant discriminators, or \"key swingers\" -
the essential information required to support a source selection
decision. Too many subfactors undermine effective proposal evaluation.
All evaluation subfactors should be clearly defined to avoid overlap and
redundancy.

\(b\) Mission Suitability factor.

\(1\) This factor indicates the merit or excellence of the work to be
performed or product to be delivered. It includes, as appropriate, both
technical and management subfactors. Mission Suitability shall be
numerically weighted and scored on a 1000-point scale. (See
1815.300-70(a)(1)(ii).)

\(2\) The Mission Suitability factor may identify evaluation subfactors
to further define the content of the factor. Each Mission Suitability
subfactor shall be weighted and scored. The adjectival rating
percentages in 1815.305(a)(3)(A) shall be applied to the subfactor
weight to determine the point score. The number of Mission Suitability
subfactors is limited to five. The Mission Suitability evaluation
subfactors and their weights shall be identified in the RFP.

\(i\) For cost reimbursement acquisitions, 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. The solicitation
shall notify offerors that a lack of resource realism may adversely
affect their Mission Suitability scores, and result in cost realism
adjustments under the cost factor.

\(3\) If the solicitation requires the submission of a Safety and Health
Plan (see
[**1823.7001(c)**](http://www.hq.nasa.gov/office/procurement/regs/1823.htm#23.7001)
and [**NPR
8715.3**](http://nodis.hq.nasa.gov/Library/Directives/NASA-WIDE/Procedures/Program_Management/N_PG_8715_3.html),
NASA Safety Manual, Appendix H), safety and health must be a
consideration in the evaluation. The Mission Suitability factor, if
used, shall include a subfactor for safety and health.

\(c\) Cost/Price factor. This factor evaluates the reasonableness and,
if necessary, the cost realism, of proposed costs/prices. The Cost/Price
factor is not numerically weighted or scored.

\(d\) Past Performance factor.

\(1\) This factor indicates the relevant quantitative and qualitative
aspects of each offeror\'s record of performing services or delivering
products similar in size, content, and complexity to the requirements of
the instant acquisition.

\(2\) The RFP shall instruct offerors to submit data (including data
from relevant Federal, State, and local governments and private
contracts) that can be used to evaluate their past performance.
Typically, the RFP will require:

\(i\) A list of contracts similar in size, content, and complexity to
the instant acquisition, showing each contract number, the type of
contract, a brief description of the work, and a point of contact from
the organization placing the contract. Normally, the requested contracts
are limited to those received in the last three years. However, in
acquisitions that require longer periods to demonstrate performance
quality, such as hardware development, the time period should be
tailored accordingly.

\(ii\) The identification and explanation of any cost overruns or
underruns, completion delays, performance problems, and terminations.

\(3\) The contracting officer may start collecting past performance data
before proposal receipt. One method for early evaluation of past
performance is to request offerors to submit their past performance
information in advance of the proposal due date. The RFP could also
include a past performance questionnaire for offerors to send their
previous customers with instructions to return the completed
questionnaire to the Government. Failure of the offeror to submit its
past performance information early or of the customers to submit the
completed questionnaires shall not be a cause for rejection of the
proposal nor shall it be reflected in the Government\'s evaluation of
the offeror\'s past performance.

\(4\) The contracting officer shall evaluate the offeror\'s past
performance in occupational health, security, safety, and mission
success (e.g., mishap rates and problems in delivered hardware and
software that resulted in mishaps or failures) when these areas are
germane to the requirement.

**1815.305 Proposal evaluation.**

\(a\) Each proposal shall be evaluated to identify and document:

**(i)** Any deficiencies;

**(ii)** All strengths and weaknesses. These findings will include a
description of how each strength and weakness will impact performance in
terms of benefit or risk statements;

**(iii)** The numerical score and/or adjectival rating of each Mission
Suitability subfactor, if applicable;

**(iv)** Cost realism, if appropriate;

**(v)** The Past Performance evaluation factor; and

**(vi)** Any programmatic risk to mission success, e.g., technical,
schedule, cost, safety, occupational health, security, export control,
or environmental. Risks may result from the offeror\'s technical
approach, manufacturing plan, selection of materials, processes,
equipment, or as a result of the cost, schedule, and performance impacts
associated with its approach. Risk evaluations must consider the
probability of the risk occurring, the impact and severity of the risk,
the timeframe when the risk should be addressed, and the alternatives
available to meet the requirements. Risk assessments shall be captured
as part of strengths, weaknesses, deficiencies, and numerical or
adjectival ratings. Identified risks and the potential for cost impact
shall be considered in the cost or price evaluation.

(a)(1) Cost or price evaluation.

**(A)** Cost or pricing data shall not be requested in competitive
acquisitions. See 1815.403-1(b)(1) and 1815.403-3(b).

**(B)** When contracting on a basis other than firm-fixed-price, the
contracting officer shall perform price and cost realism analyses to
assess the reasonableness and realism of the proposed costs. A cost
realism analysis will determine if the costs in an offeror\'s proposal
are realistic for the work to be performed, reflect a clear
understanding of the requirements, and are consistent with the various
elements of the offeror\'s technical proposal. The analysis should
include:

***(a)*** The probable cost to the Government of each proposal,
including any recommended additions or reductions in materials,
equipment, labor hours, direct rates, and indirect rates. The probable
cost should reflect the best estimate of the cost of any contract which
might result from that offeror\'s proposal.

***(b)*** The differences in business methods, operating procedures, and
practices as they affect cost.

***(c)*** A level of confidence in the probable cost assessment for each
proposal.

(a)(2) Past performance evaluation.

**(A)** The Past Performance evaluation assesses the contractor\'s
performance under previously awarded contracts. The past performance
evaluation shall be in accordance with FAR 15.305(a)(2) and this
section. When applying the definitions below to arrive at a confidence
rating, the SEB's evaluation shall clearly document each Offeror's
relevant past performance (e.g. currency/recency, size, content and
complexity) to assess the Offeror's overall confidence rating assigned.
The past performance evaluation is an assessment of the Government's
confidence in the offeror's ability to perform the solicitation
requirements. Past Performance shall be evaluated for each offeror using
the following levels of confidence ratings:

[Very High Level of Confidence]{.underline}

The Offeor'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. \*\* (One or more significant strengths exist. No significant
weaknesses exist. )

[High Level of Confidence]{.underline}

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. \*\* (One or more significant strengths exist.
Strengths outbalance any weakness.)

[Moderate Level of Confidence]{.underline}

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. \*\* (There may
be strengths or weaknesses, or both.)

[Low Level of Confidence]{.underline}

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. \*\* (One or more weaknesses exist. Weaknesses outbalance
strengths.)

[Very Low Level of Confidence]{.underline}

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. \*\* (One or more deficiencies or significant
weaknesses exist.)

[Neutral]{.underline}

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 \[see FAR 15.305(a) (2) (ii) and (iv)\].

\*\* (At the Installations' discretion strengths and weaknesses may be
assigned.)

**(B)** The evaluation may be limited to specific areas of past
performance considered most germane for the instant acquisition. It may
include any or all of the items listed in [**FAR
42.1501**](http://www.arnet.gov/far/current/html/Subpart_42_15.html#1047338),
and/or any other aspects of past performance considered pertinent to the
solicitation requirements or challenges. Regardless of the areas of past
performance selected for evaluation, the same areas shall be evaluated
for all offerors in that acquisition.

**(C)** Questionnaires and interviews may be used to solicit assessments
of the offeror\'s performance, as either a prime or subcontractor, from
the offeror\'s previous customers.

**(D)** All pertinent information, including customer assessments and
any offeror rebuttals, will be made part of the source selection records
and addressed in the evaluation of past performance.

(a)(3) Technical Evaluation.

**(A)** Mission Suitability subfactors shall be evaluated using the
following adjectival ratings, definitions, and percentile ranges.

+--------------------+-----------------------------+-------------------+
| **ADJECTIVAL       | #### DEFINITIONS            | #                 |
| RATING**           |                             |  PERCENTILE RANGE |
+--------------------+-----------------------------+-------------------+
| Excellent          | A comprehensive and         | 91-100            |
|                    | thorough proposal of        |                   |
|                    | exceptional merit with one  |                   |
|                    | or more significant         |                   |
|                    | strengths. No deficiency or |                   |
|                    | significant weakness        |                   |
|                    | exists.                     |                   |
+--------------------+-----------------------------+-------------------+
| Very Good          | A proposal having no        | 71-90             |
|                    | deficiency and which        |                   |
|                    | demonstrates over-all       |                   |
|                    | competence. One or more     |                   |
|                    | significant strengths have  |                   |
|                    | been found, and strengths   |                   |
|                    | outbalance any weaknesses   |                   |
|                    | that exist.                 |                   |
+--------------------+-----------------------------+-------------------+
| Good               | A proposal having no        | 51-70             |
|                    | deficiency and which shows  |                   |
|                    | a reasonably sound          |                   |
|                    | response. There may be      |                   |
|                    | strengths or weaknesses, or |                   |
|                    | both. As a whole,           |                   |
|                    | weaknesses not off-set by   |                   |
|                    | strengths do not            |                   |
|                    | significantly detract from  |                   |
|                    | the offeror's response.     |                   |
+--------------------+-----------------------------+-------------------+
| Fair               | A proposal having no        | 31-50             |
|                    | deficiency and which has    |                   |
|                    | one or more weaknesses.     |                   |
|                    | Weaknesses outbalance any   |                   |
|                    | strengths.                  |                   |
+--------------------+-----------------------------+-------------------+
| Poor               | A proposal that has one or  | 0-30              |
|                    | more deficiencies or        |                   |
|                    | significant weaknesses that |                   |
|                    | demonstrate a lack of       |                   |
|                    | overall competence or would |                   |
|                    | require a major proposal    |                   |
|                    | revision to correct.        |                   |
+--------------------+-----------------------------+-------------------+

**(B)** When contracting on a cost reimbursement basis, a cost realism
analysis shall be performed consistent with FAR 15.404-1(d).

(a)(4) The cost or price evaluation, specifically the cost realism
analysis, often requires a technical evaluation of proposed costs.
Contracting officers may provide technical evaluators a copy of the cost
volume or relevant information from it to use in the analysis.

\(b\) The contracting officer is authorized to make the determination to
reject all proposals received in response to a solicitation.

**1815.305-70 Identification of unacceptable proposals.**

\(a\) The contracting officer shall not complete the initial evaluation
of any proposal when it is determined that the proposal is unacceptable
because:

\(1\) It does not represent a reasonable initial effort to address the
essential requirements of the RFP or clearly demonstrates that the
offeror does not understand the requirements;

\(2\) In research and development acquisitions, a substantial design
drawback is evident in the proposal, and sufficient correction or
improvement to consider the proposal acceptable would require virtually
an entirely new technical proposal; or

\(3\) It contains major deficiencies or omissions or out-of-line costs
which discussions with the offeror could not reasonably be expected to
cure.

\(b\) The contracting officer shall document the rationale for
discontinuing the initial evaluation of a proposal in accordance with
this section.

**1815.305-71 Evaluation of a single proposal.**

\(a\) If only one proposal is received in response to the solicitation,
the contracting officer shall determine if the solicitation was flawed
or unduly restrictive and determine if the single proposal is an
acceptable proposal. Based on these findings, the SSA shall direct the
contracting officer to:

\(1\) Award without discussions provided the contracting officer
determines that adequate price competition exists (see [**FAR
15.403-1(c)(1)(ii)**](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1087818));

\(2\) Award after negotiating an acceptable contract. (The requirement
for submission of cost or pricing data shall be determined in accordance
with FAR 15.403-1); or

\(3\) Reject the proposal and cancel the solicitation.

\(b\) The procedure in 1815.305-71(a) also applies when the number of
proposals equals the number of awards contemplated or when only one
acceptable proposal is received.

**1815.306 Exchanges with offerors after receipt of proposals.**

(c)(2) A total of no more than three proposals shall be a working goal
in establishing the competitive range. Field installations may establish
procedures for approval of competitive range determinations commensurate
with the complexity or dollar value of an acquisition.

(d)(3)**(A)** The contracting officer shall identify any cost/price
elements that do not appear to be justified and encourage offerors to
submit their most favorable and realistic cost/price proposals, but
shall not discuss, disclose, or compare cost/price elements of any other
offeror. The contracting officer should question inadequate,
conflicting, unrealistic, or unsupported cost information; differences
between the offeror\'s proposal and most probable cost assessments; cost
realism concerns; differences between audit findings and proposed costs;
proposed rates that are too high/low; and labor mixes that do not appear
responsive to the requirements. No agreement on cost/price elements or a
\"bottom line \" is necessary.

**(B)** The contracting officer shall discuss contract terms and
conditions so that a \"model\" contract can be sent to each offeror with
the request for final proposal revisions. If the solicitation allows,
any proposed technical performance capabilities above those specified in
the RFP that have value to the Government and are considered proposal
strengths should be discussed with the offeror and proposed for
inclusion in that offeror's \"model\" contract. If the offeror declines
to include these strengths in its \"model\" contract, the Government
evaluators should reconsider their characterization as strengths.

(e)(1) In no case shall the contracting officer relax or amend RFP
requirements for any offeror without amending the RFP and permitting the
other offerors an opportunity to propose against the relaxed
requirements.

**1815.307 Proposal revisions.**

(b)**(i)** The request for final proposal revisions (FPRs) shall also:

**(A)** Instruct offerors to incorporate all changes to their offers
resulting from discussions, and require clear traceability from initial
proposals;

**(B)** Require offerors to complete and execute the \"model\" contract,
which includes any special provisions or performance capabilities the
offeror proposed above those specified in the RFP;

**(C)** Caution offerors against unsubstantiated changes to their
proposals; and

**(D)** Establish a page limit for FPRs.

**(ii)** Approval of the Assistant Administrator for Procurement (Code
HS) is required to reopen discussions for acquisitions of \$50 million
or more. Approval of the procurement officer is required for all other
acquisitions.

**(iii)** Proposals are rescored or rerated based on FPR evaluations.
Scoring or rating changes between initial and FPRs shall be clearly
traceable.

**1815.308 Source selection decision.**

**(1)** A Source Selection Decision is a deliberative decision that is
documented in the Source Selection Statement, reflecting the thought
process behind the selection and representing the independent judgment
of the SSA. The SSA has broad discretion in determining the manner and
extent to which to make use of the technical, past performance, and cost
evaluation results of the SEB, subject only to the tests of rationality
and consistency with the evaluation criteria identified in the
solicitation. The adjectival ratings and numerical scoring presented to
the SSA represent the SEB's relative ranking of proposals within the
mission suitability factor cannot be the sole basis for a selection
decision. Instead the selection shall be based upon a comparative
assessment of the relative discriminators that includes a discussion of
the benefits or risks/detriments associated with the discriminators of
the selected offeror over all other offerors considering all evaluation
factors (i.e. past performance factor, cost/price factor, other
non-price factors).

**(2)** All significant evaluation findings shall be fully documented
and considered in the source selection decision. A clear and logical
audit trail shall be maintained for the rationale for ratings and
scores, including a detailed account of the decisions leading to the
selection. Selection is made on the basis of the evaluation criteria
established in the RFP.

**(3)** Before award, the SSA shall sign a source selection statement
that clearly and succinctly justifies the selection. Source selection
statements must describe: the acquisition; the evaluation procedures;
the substance of the Mission Suitability evaluation; and the evaluation
of the Cost/Price and Past Performance factors. The statement also
addresses unacceptable proposals, the competitive range determination,
late proposals, or any other considerations pertinent to the decision.
The statement shall not reveal any confidential business information.
Except for certain major system acquisition competitions (see
1815.506-70), source selection statements shall be releasable to
competing offerors and the general public upon request. The statement
shall be available to the Debriefing Official to use in postaward
debriefings of unsuccessful offerors and shall be provided to debriefed
offerors upon request.

**(4)** Once the selection decision is made, the contracting officer
shall award the contract.

**1815.370 NASA source evaluation boards.**

\(a\) The source evaluation board (SEB) procedures shall be used for
those acquisitions identified in 1815.300-70(a)(1)(i).
[1815.300-70(a)(1)(
i)](http://www.hq.nasa.gov/office/procurement/regs/1815.htm#15_300-70).
The NASA Source Selection Guide provides agency-wide guidance to
individuals participating in the Source Evaluation Board (SEB) process
and is available at
<http://ec.msfc.nasa.gov/hq/library/sourceselection/guide.pdf>.

\(b\) The SEB assists the SSA by providing expert analyses of the
offerors\' proposals in relation to the evaluation factors and
subfactors contained in the solicitation. The SEB will prepare and
present its findings to the SSA, avoiding trade-off judgments among
either the individual offerors or among the evaluation factors. The SEB
will not make recommendations for selection to the SSA.

\(c\) Designation.

\(1\) The SEB shall be comprised of competent individuals fully
qualified to identify the strengths, weaknesses, and risks associated
with proposals submitted in response to the solicitation. The SEB shall
be appointed as early as possible in the acquisition process, but not
later than acquisition plan or procurement strategy meeting approval.

\(2\) While SEB participants are normally drawn from the cognizant
installation, personnel from other NASA installations or other
Government agencies may participate. When it is necessary to disclose
the proposal (in whole or in part) outside the Government, approval
shall be obtained in accordance with 1815.207-70.

\(3\) When Headquarters retains SSA authority, the Headquarters Office
of Procurement (Code HS) must concur on the SEB appointments.
Qualifications of voting members, including functional title, grade
level, and related SEB experience, shall be provided.

\(d\) Organization.

\(1\) The organization of an SEB is tailored to the requirements of the
particular acquisition. This can range from the simplest situation,
where the SEB conducts the evaluation and fact-finding without the use
of committees or panels/consultants (as described in paragraphs (d)(4)
and (5) of this section) to a highly complex situation involving a major
acquisition where two or more committees are formed and these, in turn,
are assisted by special panels or consultants in particular areas. The
number of committees or panels/consultants shall be kept to a minimum.

\(2\) The SEB Chairperson is the principal operating executive of the
SEB. The Chairperson is expected to manage the team efficiently without
compromising the validity of the findings provided to the SSA as the
basis for a sound selection decision.

\(3\) The SEB Recorder functions as the principal administrative
assistant to the SEB Chairperson and is principally responsible for
logistical support and recordkeeping of SEB activities.

\(4\) An SEB committee functions as a fact-finding arm of the SEB,
usually in a broad grouping of related disciplines (e.g., technical or
management). The committee evaluates in detail each proposal, or portion
thereof, assigned by the SEB in accordance with the approved evaluation
factors and subfactors and summarizes its evaluation in a written report
to the SEB. The committee will also respond to requirements assigned by
the SEB, including further justification or reconsideration of its
findings. Committee chairpersons shall manage the administrative and
procedural matters of their committees.

\(5\) An SEB panel or consultant functions as a fact-finding arm of the
committee in a specialized area of the committee\'s responsibilities.
Panels are established or consultants named when a particular area
requires deeper analysis than the committee can provide.

\(6\) The total of all such evaluators (committees, panels, consultants,
etc. excluding SEB voting members and ex officio members) shall be
limited to a maximum of 20, unless approved in writing by the
procurement officer.

\(e\) Voting members.

\(1\) Voting members of the SEB shall include people who will have key
assignments on the project to which the acquisition is directed.
However, it is important that this should be tempered to ensure
objectivity and to avoid an improper balance. It may even be appropriate
to designate a management official from outside the project as SEB
Chairperson.

\(2\) Non-government personnel shall not serve as voting members of an
SEB.

\(3\) The SEB shall review the findings of committees, panels, or
consultants and use its own collective judgment to develop the SEB
evaluation findings reported to the SSA. All voting members of the SEB
shall have equal status as rating officials.

\(4\) SEB membership shall be limited to a maximum of 7 voting
individuals. Wherever feasible, an assignment to SEB membership as a
voting member shall be on a full-time basis. When not feasible, SEB
membership shall take precedence over other duties.

\(5\) The following people shall be voting members of all SEBs:

\(i\) Chairperson.

\(ii\) A senior, key technical representative for the project.

\(iii\) An experienced procurement representative.

\(iv\) A senior Safety & Mission Assurance (S&MA) representative, as
appropriate.

\(v\) Committee chairpersons (except where this imposes an undue
workload).

\(f\) Ex officio members*.*

\(1\) The number of nonvoting ex officio (advisory) members shall be
kept as small as possible. Ex officio members should be selected for the
experience and expertise they can provide to the SEB. Since their
advisory role may require access to highly sensitive SEB material and
findings, ex officio membership for persons other than those identified
in paragraph (f)(3) of this section is discouraged.

\(2\) Nonvoting ex officio members may state their views and contribute
to the discussions in SEB deliberations, but they may not participate in
the actual rating process. However, the SEB recorder should be present
during rating sessions.

\(3\) For field installation selections, the following shall be
nonvoting ex officio members on all SEBs:

\(i\) Chairpersons of SEB committees, unless designated as voting
members.

\(ii\) The procurement officer of the installation, unless designated a
voting member.

\(iii\) The contracting officer responsible for the acquisition, unless
designated a voting member.

\(iv\) The Chief Counsel and/or designee of the installation.

\(v\) The installation small business specialist.

\(vi\) The SEB recorder.

\(g\) Evaluation.

\(1\) If committees are used, the SEB Chairperson shall send them the
proposals or portions thereof to be evaluated, along with instructions
regarding the expected function of each committee, and all data
considered necessary or helpful.

\(2\) While oral reports may be given to the SEB, each committee shall
submit a written report which should include the following:

\(i\) Copies of individual worksheets and supporting comments to the
lowest level evaluated;

\(ii\) An evaluation sheet summarized for the committee as a whole; and

\(iii\) A statement for each proposal describing any strengths,
deficiencies, or significant weaknesses which significantly affected the
evaluation and stating any reservations or concerns, together with
supporting rationale, which the committee or any of its members want to
bring to the attention of the SEB.

\(3\) The SEB process must be adequately documented. Clear traceability
must exist at all levels of the SEB process. All reports submitted by
committees or panels will be retained as part of the SEB records.

\(4\) Each voting SEB member shall thoroughly review each proposal and
any committee reports and findings. The SEB shall rate or score the
proposals for each evaluation factor and subfactor according to its own
collective judgment. SEB minutes shall reflect this evaluation process.

\(h\) SEB presentation.

\(1\) The SEB Chairperson shall brief the SSA on the results of the SEB
deliberations to permit an informed and objective selection of the best
source(s) for the particular acquisition.

\(2\) The presentation shall focus on the significant strengths,
deficiencies, and significant weaknesses found in the proposals, the
probable cost of each proposal, and any significant issues and problems
identified by the SEB. This presentation must explain any applicable
special standards of responsibility; evaluation factors and subfactors;
the significant strengths and significant weaknesses of the offerors
which includes a description of the benefits or risks associated with
the significant findings; the Government cost estimate, if applicable;
the offerors\' proposed cost/price; the probable cost; the proposed fee
arrangements; and the final adjectival ratings and scores to the
subfactor level. The presentation to the SSA shall include the total
mission suitability point score for each offeror's proposal. An
adjectival rating (e.g. excellent, very good, etc.) shall be assigned
for each mission suitability subfactor, but an adjectival rating shall
[not]{.underline} be assigned for the total mission suitability factor
of each offeror's proposal. The SEB shall compute the total mission
suitability point score by adding all of the mission suitability
subfactors points assessed, with the maximum possible total mission
suitability point score being 1000 points. The total mission suitability
point score does not represent a precise measure of the relative merit
of any one offeror's proposal, but rather it is to summarize the total
points each offeror's proposal is assessed out of the possible 1000
points.

\(3\) Attendance at the presentation is restricted to people involved in
the selection process or who have a valid need to know. The designated
individuals attending the SEB presentation(s) shall:

\(i\) Ensure that the solicitation and evaluation processes complied
with all applicable agency policies and that the presentation accurately
conveys the SEB's activities and findings;

\(ii\) Not change the established evaluation factors, subfactors,
weights, or scoring systems; or the substance of the SEB\'s findings.
They may, however, advise the SEB to rectify procedural omissions,
irregularities or inconsistencies, substantiate its findings, or revise
the presentation.

\(4\) The SEB recorder will coordinate the formal presentation including
arranging the time and place of the presentation, assuring proper
attendance, and distributing presentation material.

\(5\) For Headquarters selections, the Headquarters Office of
Procurement (Code HS) will coordinate the presentation, including
approval of attendees. When the Administrator is the SSA, a preliminary
presentation should be made to the head of the contracting activity and
to the Official-in-Charge of the cognizant Headquarters Program Office.

\(i\) Recommended SEB presentation format.

\(1\) [Identification of the Acquisition]{.underline}. Identifies the
installation, the nature of the services or hardware to be acquired,
some quantitative measure including the Government cost estimate for the
acquisition, and the planned contractual arrangement. Avoids detailed
objectives of the acquisition.

\(2\) [Background.]{.underline} Identifies any earlier phases of a
phased acquisition or, as in the case of continuing support services,
identifies the incumbent and any consolidations or proposed changes from
the existing structure.

\(3\) [Evaluation Factors and Subfactors.]{.underline} Explains the
evaluation factors, subfactor, and any special standards of
responsibility. Lists the relative order of importance of the evaluation
factors and the numerical weights of the Mission Suitability subfactors.
Presents the adjectival scoring system used in the Mission Suitability
and Past Performance evaluations.

\(4\) [Sources.]{.underline} Indicates the number of offerors solicited
and the number of offerors expressing interest (e.g., attendance at a
preproposal conference). Identifies the offerors submitting proposals,
indicating any small businesses, small disadvantaged businesses, and
women-owned businesses.

\(5\) [Summary of Findings]{.underline}. Lists the initial and final
Mission Suitability ratings and scores, the offerors\' proposed
costs/prices, and any assessment of the probable costs. Introduces any
clear discriminator, problem, or issue which could affect the selection.
Addresses any competitive range determination. List the adjectival
rating (e.g. excellent, very good, etc.) assigned for each mission
suitability subfactor for each offeror's proposal. List the total
mission suitability point score for each offeror\'s proposal by adding
all of the mission suitability subfactors points assessed out of the
possible 1000 points.

\(6\) [Significant Strengths, Deficiencies, and Significant Weaknesses
of Offerors]{.underline}*.* Summarizes the SEB\'s findings, using the
following guidelines:

\(i\) Present only the significant strengths, deficiencies, and
significant weaknesses of individual offerors accompanied with a
description of the benefits or risks associated with each discriminator.

\(ii\) Directly relate the significant strengths, deficiencies, and
significant weaknesses to the evaluation factors, and subfactors.

\(iii\) Indicate the results and impact, if any, of discussions and FPRs
on ratings and scores.

\(7\) [Final Mission Suitability Ratings and Scores]{.underline}.
Summarizes the evaluation subfactors, the maximum points achievable, and
the scores of the offerors in the competitive range.

\(8\) [Final Cost/Price Evaluation.]{.underline} Summarizes proposed
costs/prices and any probable costs associated with each offeror
including proposed fee arrangements. Presents the data as accurately as
possible, showing SEB adjustments to achieve comparability. Identifies
the SEB\'s confidence in the probable costs of the individual offerors,
noting the reasons for low or high confidence.

\(9\) [Past Performance]{.underline}. Provides a summary of the assessed
level of confidence associated with each offeror's proposal.

\(10\) [Special Interest.]{.underline} Includes only information of
special interest to the SSA that has not been discussed elsewhere, e.g.,
procedural errors or other matters that could affect the selection
decision.

\(j\) A source selection statement shall be prepared in accordance with
1815.308. For installation selections, the installation Chief Counsel or
designee will prepare the source selection statement. For Headquarters
selections, the Office of General Counsel or designee will prepare the
statement.

**Subpart** []{#OLE_LINK4 .anchor}**1815.4\--Contract Pricing**

**1815.403 Obtaining cost or pricing data.**

**1815.403-1 Prohibition on obtaining cost or pricing data.**

(b)(1) The adequate price competition exception is applicable to both
fixed-price and cost-reimbursement type acquisitions. Contracting
officers shall assume that all competitive acquisitions qualify for this
exception.

(c)(4) Waivers of the requirement for submission of cost or pricing data
shall be prepared in accordance with [**FAR
1.704**](http://www.arnet.gov/far/current/html/Subpart_1_7.html#1017613).
A copy of each waiver shall be sent to the Headquarters Office of
Procurement (Code HK).

**1815.403-170 Waivers of cost or pricing data.**

\(a\) NASA has waived the requirement for the submission of cost or
pricing data when

contracting with the Canadian Commercial Corporation (CCC). This waiver
applies to the CCC and its subcontractors. The CCC will provide
assurance of the fairness and reasonableness of the proposed price. This
assurance should be relied on; however, contracting officers shall
ensure that the appropriate level of information other than cost or
pricing data is submitted by subcontractors to support any required
proposal analysis, including a technical analysis and a cost realism
analysis. The CCC also will provide for follow-up audit activity to
ensure that any excess profits are found and refunded to NASA.

\(b\) NASA has waived the requirement for the submission of cost or
pricing data when contracting for Small Business Innovation Research
(SBIR) program Phase II contracts. However, contracting officers shall
ensure that the appropriate level of information other than cost or
pricing data is submitted to determine price reasonableness and cost
realism.

**1815.403-3 Requiring information other than cost or pricing data.**

\(b\) As indicated in 1815.403-1(b)(1), the adequate price competition
exception applies to all competitive acquisitions. For other than
firm-fixed-price competitions, only the minimum information other than
cost or pricing data necessary to ensure price reasonableness and assess
cost realism should be requested. For firm-fixed-price competitions, the
contracting officer shall not request any cost information, except as
required by FAR 22.1103, unless proposed prices appear unreasonable or
unrealistically low given the offeror's proposed approach and there are
concerns that the contractor may default.

**1815.403-4 Requiring cost or pricing data**.

(b)(2) If a certificate of current cost or pricing data is made
applicable as of a date other than the date of price agreement, the
agreed date should generally be within two weeks of the date of that
agreement.

**1815.404 Proposal analysis.**

**1815.404-2 Information to support proposal analysis.**

(a)(1)**(A)** A field pricing report consists of a technical report and
an audit report by the cognizant contract audit activity. Contracting
officers should request a technical report from the ACO only if NASA
resources are not available.

**(B)** When the required participation of the ACO or auditor involves
merely a verification of information, contracting officers should obtain
this verification from the cognizant office by telephone rather than
formal request of field pricing support.

**(C)** When the cost proposal is for a product of a follow-on nature,
contracting officers shall ensure that the following items, at a minimum
are considered: actuals incurred under the previous contract, learning
experience, technical and production analysis, and subcontract proposal
analysis. This information may be obtained through NASA resources or the
cognizant DCMA ACO or DCAA.

**(D)** Requests for field pricing assistance may be made on NASA Form
1434, Letter of Request for Pricing-Audit-Technical Evaluation Services.

**1815.404-4 Profit.**

(b)(1) **(i)*(a)*** The NASA structured approach for determining profit
or fee objectives, described in 1815.404-471 shall be used to determine
profit or fee objectives in the negotiation of contracts greater than or
equal to \$100,000 that use cost analysis and are:

***(1)*** Awarded on the basis of other than full and open competition
(see [**FAR
6.3**](http://www.arnet.gov/far/current/html/Subpart_6_3.html#1046478));

***(2)*** Awarded under NASA Research Announcements (NRAs) and
Announcements of Opportunity (AO's); or

***(3)*** Awarded under the Small Business Innovative Research (SBIR) or
the Small Business Technology Transfer Research (STTR) programs.

***(b)*** The rate calculated for the basic contract may only be used on
actions under a negotiated contract when the conditions affecting profit
or fee do not change.

***(c)*** Although specific agreement on the applied weights or values
for individual profit or fee factors shall not be attempted, the
contracting officer may encourage the contractor to --

***(1)*** Present the details of its proposed profit amounts in the
structured approach format or similar structured approach; and

***(2)*** Use the structured approach method in developing profit or fee
objectives for negotiated subcontracts.

***(ii)*** The use of the NASA structured approach for profit or fee is
not required for:

***(a)*** Architect-engineer contracts;

***(b)*** Management contracts for operation and/or maintenance of
Government facilities;

***(c)*** Construction contracts;

***(d)*** Contracts primarily requiring delivery of materials supplied
by subcontractors;

***(e)*** Termination settlements; and

***(f)*** Contracts having unusual pricing situations when the
procurement officer determines in writing that the structured approach
is unsuitable.

(c)(2) Contracting officers shall document the profit or fee analysis in
the contract file.

**1815.404-470 [NASA Form
634](http://ec.msfc.nasa.gov/hq/library/macro.html).**

NASA Form (NF) 634 shall be used in performing the analysis necessary to
develop profit or fee objectives.

**1815.404-471 NASA structured approach for profit or fee objective.**

**1815.404-471-1 General.**

\(a\) The structured approach for determining profit or fee objectives
(NF 634) focuses on three profit factors:

\(1\) Performance risk;

\(2\) Contract type risk including working capital adjustment; and

\(3\) Other Considerations which may be considered by the contracting
officer to account for special circumstances that are not adequately
addressed in the performance risk and contract type risk factors.

\(b\) The contracting officer assigns values to each profit or fee
factor; the value multiplied by the base results in the profit/fee
objective for that factor. Each factor has a normal value and a
designated range of values. The normal value is representative of
average conditions on the prospective contract when compared to all
goods and services acquired by NASA. The designated range provides
values based on above normal or below normal conditions. Values outside
the designated range must not be used. In the negotiation documentation,
the contracting officer need not explain assignment of the normal value,
but must address conditions that justify assignment of other than the
normal value.

**1815.404-471-2 Performance risk.**

\(a\) *Risk Factors.* Performance risk addresses the contractor's degree
of risk in fulfilling the contract requirements. It consists of three
risk factors:

\(1\) Technical -- the technical uncertainties of performance;

\(2\) Management -- the degree of management effort necessary to ensure
that contract requirements are met; and

\(3\) Cost control -- the contractor's efforts to reduce and control
costs.

\(b\) *Risk factor weighting, values and calculations.* A weighting and
value is assigned to each of the risk factors to determine a profit/fee
objective.

\(c\) *Values.* The normal value is 6 percent and the designated range
is 4 percent to 8 percent.

\(d\) Evaluation criteria for technical risk factor.

\(1\) In determining the appropriate value for the technical risk
factor, the contracting officer shall review the contract requirements
and focus on the critical performance elements in the statement of work
or specifications. Contracting officers shall consider the --

\(i\) Technology being applied or developed by the contractor;

\(ii\) Technical complexity;

\(iii\) Program maturity;

\(iv\) Performance specifications and tolerances;

\(v\) Delivery schedule; and

\(vi\) Extent of a warranty or guarantee.

\(2\) [Above normal conditions indicating substantial technical
risk.]{.underline}

\(i\) The contracting officer may assign a higher than normal value in
those cases where there is a substantial technical risk, such as when --

\(A\) The contractor is either developing or applying advanced
technologies;

\(B\) Items are being manufactured using specifications with stringent
tolerance limits;

\(C\) The efforts require highly skilled personnel or require the use of
state-of-the-art machinery;

\(D\) The services or analytical efforts are extremely important to the
government and must be performed to exacting standards;

\(E\) The contractor's independent development and investment has
reduced the Government's risk or cost;

\(F\) The contractor has accepted an accelerated delivery schedule to
meet the Government's requirements; or

\(G\) The contractor has assumed additional risk through warranty
provisions.

\(ii\) The contracting officer may assign a value significantly above
normal. A maximum value may be assigned when the effort involves--

\(A\) Extremely complex, vital efforts to overcome difficult technical
obstacles that require personnel with exceptional abilities, experience,
and professional credentials;

\(B\) Development or initial production of a new item, particularly if
performance or quality specifications are tight; or

\(C\) A high degree of development or production concurrency.

###  (3) [Below normal conditions indicating lower than normal technical risk.]{.underline}

\(i\) The contracting officer may assign a lower than normal value in
those cases where the technical risk is low, such as when the --

\(A\) Acquisition is for off-the-shelf items;

\(B\) Requirements are relatively simple;

\(C\) Technology is not complex;

\(D\) Efforts do not require highly skilled personnel;

\(E\) Efforts are routine; or

\(F\) Acquisition is a follow-on effort or a repetitive type
acquisition.

\(ii\) The contracting officer may assign a value significantly below
normal. A minimum value may be justified when the effort involves --

\(A\) Routine services;

\(B\) Production of simple items;

\(C\) Rote entry or routine integration of Government-furnished
information; or

\(D\) Simple operations with Government-furnished property.

\(e\) Evaluation criteria for management risk factor.

\(1\) In determining the appropriate value for the management risk
factor, the contracting officer shall review the contract requirements
and focus on the critical performance elements in the statement of work
or specifications. Contracting officers shall --

\(i\) Assess the contractor's management and internal control systems
using contracting office information and reviews made by contract
administration offices;

\(ii\) Assess the management involvement expected on the prospective
contract action; and

\(iii\) Consider the degree of cost mix as an indication of the types of
resources applied and value added by the contractor.

\(2\) [Above normal conditions indicating substantial management
risk.]{.underline}

\(i\) The contracting officer may assign a higher than normal value when
the management effort is intense, such as when --

\(A\) The contractor's value added is both considerable and reasonably
difficult; or

\(B\) The effort involves a high degree of integration and coordination.

\(ii\) The contracting officer may justify a maximum value when the
effort --

\(A\) Requires large-scale integration of the most complex nature;

\(B\) Involves major international activities with significant
management coordination; or

\(C\) Has critically important milestones.

\(3\) [Below normal conditions indicating lower than normal management
risk.]{.underline}

\(i\) The contracting officer may assign a lower than normal value when
the management effort is minimal, such as when --

\(A\) The program is mature and many end item deliveries have been made;

\(B\) The contractor adds minimum value to an item;

\(C\) The efforts are routine and require minimal supervision;

\(D\) The contractor fails to provide an adequate analysis of
subcontractor costs; or

\(E\) The contractor does not cooperate in the evaluation and
negotiation of the proposal.

\(ii\) The contracting officer may assign a value significantly below
normal. A minimum value may be assigned when --

\(A\) Reviews performed by the field administration offices disclose
unsatisfactory management and internal control systems (e.g., quality
assurance, property control, safety, security); or

\(B\) The effort requires an unusually low degree of management
involvement.

\(f\) *Evaluation criteria for cost control risk factor.*

\(1\) In determining the appropriate value for the cost control risk
factor, the contracting officer shall --

\(i\) Evaluate the expected reliability of the contractor's cost
estimates (including the contractor's cost estimating system);

\(ii\) Evaluate the contractor's cost reduction initiatives (e.g.,
competition advocacy programs);

\(iii\) Assess the adequacy of the contractor's management approach to
controlling cost and schedule; and

\(iv\) Evaluate any other factors that affect the contractor's ability
to meet the cost targets (e.g., foreign currency exchange rates and
inflation rates).

\(2\) [Above normal conditions indicating substantial cost control
risk]{.underline}.

\(i\) The contracting officer may assign a value higher than normal
value if the contractor can demonstrate a highly effective cost control
program, such as when --

\(A\) The contractor has an aggressive cost reduction program that has
demonstrable benefits;

\(B\) The contractor uses a high degree of subcontract competition; or

\(C\) The contractor has a proven record of cost tracking and control.

###  (3) [Below normal conditions indicating lower than normal cost control risk.]{.underline}

\(i\) The contracting officer may assign a lower than normal value in
those cases where the contractor demonstrates minimal concern for cost
control, such as when --

\(A\) The contractor's cost estimating system is marginal;

\(B\) The contractor has made minimal effort to initiate cost reduction
programs;

\(C\) The contractor's cost proposal is inadequate; or

\(D\) The contractor has a record of cost overruns or the indication of
unreliable cost estimates and lack of cost control.

# 1815.404-471-3 Contract type risk and working capital adjustment.

\(a\) *Risk factors* The contract type risk factor focuses on the degree
of cost risk accepted by the contractor under varying contract types.
The working capital adjustment is an adjustment added to the profit
objective for contract type risk. It applies to fixed-price type
contracts that provide for progress payments. Though it uses a formula
approach, it is not intended to be an exact calculation of the cost of
working capital. Its purpose is to give general recognition to the
contractor's cost of working capital under varying contract
circumstances, financing policies, and the economic environment. This
adjustment is limited to a maximum of 2 percent.

\(b\) *Risk factor values and calculations.* A risk value is assigned to
calculate the profit or fee objective for contract type. A contract
length factor is assigned and applied to costs financed when a working
capital adjustment is appropriate. This calculation is only performed
when the prospective contract is a fixed-price contract containing
provisions for progress payments.

\(c\) *Values:* Normal and designated ranges*.*

  -------------------------------- ----------- ------------- -----------------
  **Contract Type**                **Notes**   **Normal      **Designated
                                               Value         Range (Percent)**
                                               (Percent)**   

  Firm-fixed-price, no financing   \(1\)       5             4 to 6

  Firm-fixed-price with            \(6\)       4             2.5 to 5.5
  performance-based payments                                 

  Firm-fixed-price with progress   \(2\)       3             2 to 4
  payments                                                   

  Fixed-price-incentive, no        \(1\)       3             2 to 4
  financing                                                  

  Fixed-price-incentive, with      \(6\)       2             .5 to 3.5
  performance-based payments                                 

  Fixed-price, redeterminable      \(3\)       \--           \--

  Fixed-price-incentive, with      \(2\)       1             0 to 2
  progress payments                                          

  Cost-plus-incentive-fee          \(4\)       1             0 to 2

  Cost-plus-award fee              \(4\)       .75           .5 to 1.5

  Cost-plus-fixed fee              \(4\)       .5            0 to 1

  Time-and materials               \(5\)       .5            0 to 1

  Labor-hour                       \(5\)       .5            0 to 1

  Firm-fixed-price,                \(5\)       .5            0 to 1
  level-of-effort, term                                      
  -------------------------------- ----------- ------------- -----------------

\(1\) **"No financing,"** means that the contract either does not
provide progress or performance based payments, or provides them only on
a limited basis. Do not compute a working capital adjustment.

\(2\) When progress payments are present, compute a working capital
adjustment.

\(3\) For purposes of assigning profit values, treat a fixed-price
redeterminable contract as if it were a fixed-price-incentive contract
with below normal provisions.

\(4\) Cost-plus contracts shall not receive the working capital
adjustment.

\(5\) These types of contracts are considered cost-plus-fixed-fee
contracts for the purposes of assigning profit values. Do not compute
the working capital adjustment. However, higher than normal values may
be assigned within the designated range to the extent that portions of
cost are fixed.

\(6\) When performance-based payments are used, do not compute a working
capital adjustment.

\(d\) Evaluation criteria.

\(1\) *General.* The contracting officer shall consider elements that
affect contract type risk such as --

\(i\) Length of contract;

\(ii\) Adequacy of cost projection data;

\(iii\) Economic environment;

\(iv\) Nature and extent of subcontracted activity;

\(v\) Protection provided to the contractor under contract provisions
(e.g., economic price adjustment clauses);

\(vi\) The ceilings and share lines contained in the incentive
provisions; and

\(vii\) The rate, frequency, and risk to the contractor of
performance-based payments, if provided.

\(2\) *Mandatory.* The contracting officer shall assess the extent to
which costs have been incurred prior to definitization of the contract.
When costs have been incurred prior to definitization, generally regard
the contract type risk to be in the low end of the designated range. If
a substantial portion of the costs have been incurred prior to
definitization, the contracting officer may assign a value as low as 0
percent regardless of contract type.

\(3\) *Above normal conditions.* The contracting officer may assign a
higher than normal value when there is substantial contract type risk.
Conditions indicating higher than normal contract type risk are --

\(i\) Efforts where there is minimal cost history;

\(ii\) Long-term contracts without provisions protecting the contractor,
particularly when there is considerable economic uncertainty;

\(iii\) Incentive provisions that place a high degree of risk on the
contractor;

\(iv\) Performance-based payments totaling less than the maximum
allowable amount(s) specified at [**FAR
32.1004(b)(2)**](http://www.arnet.gov/far/current/html/Subpart_32_10.html#998223);
or

\(v\) An aggressive performance-based payment schedule that increases
risk.

\(4\) *Below normal conditions.* The contracting officer may assign a
lower than normal value when the contract type risk is low. Conditions
indicating lower than normal contract type risk are:

\(i\) Very mature product line with extensive cost history;

\(ii\) Relatively short-term contracts;

\(iii\) Contractual provisions that substantially reduce the
contractor's risk, e.g. economic price adjustment provisions; and

\(iv\) Incentive provisions that place a low amount of risk on the
contractor.

\(v\) A performance-based payment schedule that is routine with minimal
risk.

\(e\) *Costs financed.*

\(1\) Costs financed equal the total costs multiplied by the percent of
costs financed by the contractor.

\(2\) Total costs may be reduced as appropriate when --

\(i\) The contractor has little cash investment (e.g., subcontractor
progress payments are liquidated late in the period of performance);

\(ii\) Some costs are covered by special funding arrangements, such as
advance payments;

\(3\) The portion financed by the contractor is generally the portion
not covered by progress payments. (i.e. -- for progress payments: 100
percent minus the customary progress payments rate. For example, if a
contractor receives progress payments at 75 percent, the portion
financed by the contractor is 25 percent. On contracts that provide
progress payments to small business, use the customary progress payment
rate for large businesses.)

\(f\) *Contract length factor.*

\(1\) This is the period of time that the contractor has a working
capital investment in the contract. It --

\(i\) Is based on the time necessary for the contractor to complete the
substantive portion of the work;

\(ii\) Is not necessarily the period of time between contract award and
final delivery, as periods of minimal effort should be excluded;

\(iii\) Should not include periods of performance contained in option
provisions when calculating the objective for the base period; and

\(iv\) Should not, for multiyear contracts, include periods of
performance beyond that required to complete the initial year\'s
requirements.

\(2\) The contracting officer --

\(i\) Should use the following to select the contract length factor:

+----------------------------------------------+-----------------------+
| **Period to perform substantive portion (in  | # C                   |
| months)**                                    | ontract length factor |
+----------------------------------------------+-----------------------+
| 21 or less ...                               | .40                   |
+----------------------------------------------+-----------------------+
| 22 to 27 ...                                 | .65                   |
+----------------------------------------------+-----------------------+
| 28 to 33 ...                                 | .90                   |
+----------------------------------------------+-----------------------+
| 34 to 39 ...                                 | 1.15                  |
+----------------------------------------------+-----------------------+
| 40 or more ...                               | 1.40                  |
+----------------------------------------------+-----------------------+

\(ii\) Should develop a weighted average contract length when the
contract has multiple deliveries; and

\(iii\) May use sampling techniques provided they produce a
representative result.

\(3\) *Example:* A prospective contract has a performance period of 40
months with end items being delivered in the 34^th^, 36^th^, 38^th^ and
40^th^ months of the contract. The average period is 37 months and the
contract length factor is 1.15.

**1815.404-471-4 Other considerations.**

\(a\) Other Considerations may be included by the contracting officer to
account for special circumstances, such as contractor efficiencies or
unusual acceptance of contractual or program risks that are not
adequately addressed in the structured approach calculations described
in 1815.404-471-2 or 1815.404-471-3. The total adjustment resulting from
Other Considerations may be positive or negative but in no case should
the total adjustment exceed 5 percent.

\(b\) The contracting officer shall analyze and verify information
provided by the contractor that demonstrates that the special
circumstances being recognized under this section --

\(1\) Provide substantial benefits to the Government under the contract
and/or overall program;

\(2\) Have not been recognized in the structured approach calculations;
and

\(3\) Represent unusual and innovative actions or acceptance of risk by
the contractor.

\(c\) Examples of special circumstances include, but are not limited to
the following:

\(1\) Consistent demonstration by the contractor of excellent past
performance within the last three years, with a special emphasis on
excellence in safety, may merit an upward adjustment of as much as 1
percent. Similarly, an assessment of poor past performance, especially
in the area of safety, may merit a downward adjustment of as much -1
percent. This consideration is especially important when negotiating
modifications or changes to an ongoing contract.

\(2\) Extraordinary steps to achieve the Government's socio-economic
goals, environmental goals, and public policy goals established by law
or regulation that are sufficiently unique or unusual may merit an
upward adjustment of as much as .5 percent. Similarly, for
non-participation in or violation of Federal programs, the contracting
officer may adjust the objective by as much as -.5 percent. However,
this consideration does not apply to the utilization of small
disadvantaged businesses. Incentives for use of these firms may only be
structured according to [**FAR
19.1203**](http://www.arnet.gov/far/current/html/Subpart_19_12.html#1055473)
and
[**19.1204(c)**](http://www.arnet.gov/far/current/html/Subpart_19_12.html#1046506).

\(3\) Consideration of up to 1 percent should be given when contract
performance requires the expenditure of significant corporate capital
resources.

\(4\) Unusual requests for use of government facilities and property may
merit a downward adjustment of as much as - 1 percent.

\(5\) Cost efficiencies arising from innovative product design, process
improvements, or integration of a life cycle cost approach for the
design and development of systems that minimize maintenance and
operations costs, that have not been recognized in Performance Risk or
Contract Type Risk, may merit an upward adjustment. This factor is
intended to recognize and reward improvements resulting from better
ideas and management that will benefit the Government in the contract
and/or program.

\(d\) Other considerations need not be limited to situations that
increase profit/fee levels. A negative consideration may be appropriate
when there is a significant expectation of near-term spin-off benefits
as a direct result of the contract.

**1815.404-471-5 Facilities capital cost of money.**

\(a\) When facilities capital cost of money is included as an item of
cost in the contractor's proposal, it shall not be included in the cost
base for calculating profit/fee. In addition, a reduction in the
profit/fee objective shall be made in the amount equal to the facilities
capital cost of money allowed in accordance with [**FAR
31.205-10(b)**](http://www.arnet.gov/far/current/html/Subpart_31_2.html#1069428)
or 1 percent of the cost base, whichever is less.

\(b\) [**CAS
417**](http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/farapndx1.htm#P5342_568925),
cost of money as an element of the cost of capital assets under
construction, should not appear in contract proposals. These costs are
included in the initial value of a facility for purposes of calculating
depreciation under [**CAS
414**](http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/farapndx1.htm#P4670_515343).

**1815.404-471-6 Modification to structured profit/fee approach for
nonprofit organizations.**

\(a\) The structured approach was designed for determining profit or fee
objectives for

commercial organizations. However, the structured approach must be used
as a basis for

arriving at profit/fee objectives for nonprofit organizations ([FAR
Subpart
31.7](http://www.arnet.gov/far/current/html/Subpart_31_7.html#1047543)),
excluding

educational institutions ([FAR Subpart
31.3](http://www.arnet.gov/far/current/html/Subpart_31_3.html#1047509)),
in accordance with paragraph (b) of this section. It is NASA policy not
to pay profit or fee on contracts with educational institutions.

\(b\) For contracts with nonprofit organizations under which profit or
fee is involved, an adjustment of up to 3 percent of the costs in Block
13 of NASA Form 634 must be

subtracted from the total profit/fee objective. In developing this
adjustment, it is necessary to consider the following factors:

\(1\) Tax position benefits;

\(2\) Granting of financing through letters of credit;

\(3\) Facility requirements of the nonprofit organization; and

\(4\) Other pertinent factors that may work to either the advantage or
disadvantage of the contractor in its position as a nonprofit
organization.

**1815.404-472 Payment of profit or fee under letter contracts.**

NASA\'s policy is to pay profit or fee only on definitized contracts.

**1815.406 Documentation.**

**1815.406-1 Prenegotiation objectives.**

(b)**(i)** Before conducting negotiations requiring installation or
Headquarters review, contracting officers or their representatives shall
prepare a prenegotiation position memorandum setting forth the
technical, business, contractual, pricing, and other aspects to be
negotiated.

**(ii)** A prenegotiation position memorandum is not required for
contracts awarded under the competitive negotiated procedures of [**FAR
15.3**](http://www.arnet.gov/far/current/html/Subpart_15_3.html#1046478)
and 1815.3.

**1815.406-170 Content of the prenegotiation position memorandum.**

The prenegotiation position memorandum (PPM) should fully explain the
contractor and Government positions. Since the PPM will ultimately
become the basis for negotiation, it should be structured to track to
the price negotiation memorandum (see [**FAR
15.406-3**](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1088050)
and 1815.406-3). In addition to the information described in [**FAR
15.406-1**](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1088030)
and, as appropriate, 15.406-3(a), the PPM should address the following
subjects, as applicable, in the order presented:

\(a\) *Introduction.* Include a description of the acquisition and a
history of prior acquisitions for the same or similar items. Address the
extent of competition and its results. Identify the contractor and place
of performance (if not evident from the description of the acquisition).
Document compliance with law, regulations and policy, including JOFOC,
synopsis, EEO compliance, and current status of contractor systems (see
FAR 15.406-3(a)(4)). In addition, the negotiation schedule should be
addressed and the Government negotiation team members identified by name
and position.

\(b\) *Type of contract contemplated.* Explain the type of contract
contemplated and the reasons for its suitability.

\(c\) *Special features and requirements.* In this area, discuss any
special features (and related cost impact) of the acquisition, including
such items as \--

\(1\) Letter contract or precontract costs authorized and incurred;

\(2\) Results of preaward survey;

\(3\) Contract option requirements;

\(4\) Government property to be furnished;

\(5\) Contractor/Government investment in facilities and equipment (and
any modernization to be provided by the contractor/Government);

\(6\) Any deviations, special clauses, or unusual conditions
anticipated, for example, unusual financing, warranties, EPA clauses and
when approvals were obtained, if required; and

\(7\) Any risk management issues, e.g., mission success, safety,
occupational health, information technology, export control, security,
and environmental risks.

\(d\) *Cost analysis.* For the basic requirement, and any option,
include\--

\(1\) A parallel tabulation, by element of cost and profit/fee, of the
contractor\'s proposal and the Government\'s negotiation objective. The
negotiation objective represents the fair and reasonable price the
Government is willing to pay for the supplies/services. For each element
of cost, compare the contractor\'s proposal and the Government position,
explain the differences and how the Government position was developed,
including the estimating assumptions and projection techniques employed,
and how the positions differ in approach. Include a discussion of
excessive wages found (if applicable) and their planned resolution.
Explain how historical costs, including costs incurred under a letter
contract (if applicable), were used in developing the negotiation
objective.

\(2\) Significant differences between the field pricing report
(including any audit reports) and the negotiation objectives and/or
contractor\'s proposal shall be highlighted and explained. For each
proposed subcontract meeting the requirement of [**FAR
15.404-3(c)**](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1087973),
there shall be a discussion of the price and, when appropriate, cost
analyses performed by the contracting officer, including the negotiation
objective for each such subcontract. The discussion of each major
subcontract shall include the type of subcontract, the degree of
competition achieved by the prime contractor, the price and, when
appropriate, cost analyses performed on the subcontractor\'s proposal by
the prime contractor, any unusual or special pricing or finance
arrangements, and the current status of subcontract negotiations.

\(3\) The rationale for the Government\'s profit/fee objectives and, if
appropriate, a completed copy of the NASA Form 634, Structured
Approach\--Profit/Fee Objective, and DD Form 1861, Contract Facilities
Capital Cost of Money, should be included. For incentive and award fee
contracts, describe the planned arrangement in terms of share lines,
ceilings, and cost risk.

\(e\) *Negotiation approval sought.* The PPM represents the
Government\'s realistic assessment of the fair and reasonable price for
the supplies and services to be acquired. If negotiations subsequently
demonstrate that a higher dollar amount (or significant term or
condition) is reasonable, the contracting officer shall document the
rationale for such a change and request approval to amend the PPM from
the original approval authority.

**1815.406-171 Installation reviews.**

Each contracting activity shall establish procedures to review all
prenegotiation position memoranda. The scope of coverage, exact
procedures to be followed, levels of management review, and contract
file documentation requirements should be directly related to the dollar
value and complexity of the acquisition. The primary purpose of these
reviews is to ensure that the negotiator, or negotiation team, is
thoroughly prepared to enter into negotiations with a well-conceived,
realistic, and fair plan.

**1815.406-172 Headquarters reviews.**

\(a\) When a prenegotiation position has been selected for Headquarters
review and approval, the contracting activity shall submit to the Office
of Procurement (Code HS) one copy each of the prenegotiation position
memorandum, the contractor\'s proposal, the Government technical
evaluation, and all pricing reports (including any audit reports).

\(b\) The required information described in paragraph (a) of this
section shall be furnished to Headquarters as soon as practicable and
sufficiently in advance of the planned commencement of negotiations to
allow a reasonable period of time for Headquarters review. Electronic
submittal is acceptable.

**1815.406-3 Documenting the negotiation**.

(a)**(i)** The price negotiation memorandum (PNM) serves as a detailed
summary of: the technical, business, contractual, pricing (including
price reasonableness), and other elements of the contract negotiated;
and the methodology and rationale used in arriving at the final
negotiated agreement.

**(ii)** A PNM is not required for a contract awarded under competitive
negotiated procedures. However, the information required by FAR 15.406-3
shall be reflected in the evaluation and selection documentation to the
extent applicable.

**(iii)** When the PNM is a \"stand-alone\" document, it shall contain
the information required by the FAR and NFS for both PPMs and PNMs.
However, when a PPM has been prepared under 1815.406-1, the subsequent
PNM need only provide any information required by [**FAR
15.406-3**](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1088050)
that was not provided in the PPM, as well as any changes in the status
of factors affecting cost elements (e.g., use of different rates, hours,
or subcontractors; wage rate determinations; or the current status of
the contractor\'s systems).

\(b\) When field pricing assistance has been obtained from the Defense
Contract Audit Agency, the contracting officer shall send a copy of the
PNM documentation to the audit office that provided the assistance.

**1815.407 Special cost or pricing areas.**

**1815.407-2 Make-or-buy programs.**

(e)(1) Make-or-buy programs should not include items or work efforts
estimated to cost less than \$500,000.

**1815.408 Solicitation provisions and contract clauses.**

**1815.408-70 NASA solicitation provisions and contract clauses.**

\(a\) The contracting officer shall insert the provision at
[**1852.215-78**](http://www.hq.nasa.gov/office/procurement/regs/5215-16.htm#1852.215-78),
Make-or-Buy Program Requirements, in solicitations requiring make-or-buy
programs as provided in [**FAR
15.407-2(c)**](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1088101).
This provision shall be used in conjunction with the clause at [**FAR
52.215-9**](http://www.arnet.gov/far/current/html/52_215.html#1046620),
Changes or Additions to Make-or-Buy Program. The contracting officer may
add additional paragraphs identifying any other information required in
order to evaluate the program.

\(b\) The contracting officer shall insert the clause at 1852.215-79,
Price Adjustment for \"Make-or-Buy\" Changes, in contracts that include
FAR 52.215-9 with its Alternate I or II. Insert in the appropriate
columns the items that will be subject to a reduction in the contract
value.

**Subpart** []{#OLE_LINK5 .anchor}**1815.5\--Preaward, Award, and
Postaward**

**Notifications, Protests, and Mistakes**

**1815.504 Award to successful offeror.**

The reference to notice of award in [**FAR
15.504**](http://www.arnet.gov/far/current/html/Subpart_15_5.html#1046502)
on negotiated acquisitions is a generic one. It relates only to the
formal establishment of a contractual document obligating both the
Government and the offeror. The notice is effected by the transmittal of
a fully approved and executed definitive contract document, such as the
award portion of SF 33, SF 26, SF 1449, or SF 1447, or a letter contract
when a definitized contract instrument is not available but the urgency
of the requirement necessitates immediate performance. In this latter
instance, the procedures for approval and issuance of letter contracts
shall be followed.

**1815.506 Postaward debriefing of offerors.**

**1815.506-70 Debriefing of offerors - Major System acquisitions.**

\(a\) When an acquisition is conducted in accordance with the Major
System acquisition procedures in [**Part
1834**](http://www.hq.nasa.gov/office/procurement/regs/1834.htm) and
multiple offerors are selected, the debriefing will be limited in such a
manner that it does not prematurely disclose innovative concepts,
designs, and approaches of the successful offerors that would result in
a transfusion of ideas.

\(b\) When Phase B awards are made for alternative system design
concepts, the source selection statements shall not be released to
competing offerors or the general public until the release of the source
selection statement for Phase C/D without the approval of the Assistant
Administrator for Procurement (Code HS).

**Subpart** []{#OLE_LINK6 .anchor}**1815.6\--Unsolicited Proposals**

**1815.602 Policy.**

**(1)** An unsolicited proposal may result in the award of a contract,
grant, cooperative agreement, or other agreement. If a grant or
cooperative agreement is used, the NASA Grant and Cooperative Agreement
Handbook ([**NPR 5800.1**](http://ec.msfc.nasa.gov/hq/grcover.htm))
applies.

**(2)** Renewal proposals, (i.e., those for the extension or
augmentation of current contracts) are subject to the same FAR and NFS
regulations, including the requirements of the Competition in
Contracting Act, as are proposals for new contracts.

**1815.604 Agency points of contact.**

(a)(6) Information titled \"Guidance for the Preparation and Submission
of Unsolicited Proposals\" is available on the Internet at
<http://ec.msfc.nasa.gov/hq/library/unSol-Prop.html>. A deviation is
required for use of any modified or summarized version of the Internet
information or for alternate means of general dissemination of
unsolicited proposal information.

**1815.606 Agency procedures.**

\(a\) NASA will not accept for formal evaluation unsolicited proposals
initially submitted to another agency or to the Jet Propulsion
Laboratory (JPL) without the offeror\'s express consent.

(b)**(i)** NASA Headquarters and each NASA field installation shall
designate a point of contact for receiving and coordinating the handling
and evaluation of unsolicited proposals.

**(ii)** Each installation shall establish procedures for handling
proposals initially received by other offices within the installation.
Misdirected proposals shall be forwarded by the point of contact to the
proper installation. Points of contact are also responsible for
providing guidance to potential offerors regarding the appropriate NASA
officials to contact for general mission-related inquiries or other
preproposal discussions.

**(iii)** Points of contact shall keep records of unsolicited proposals
received and shall provide prompt status information to requesters.
These records shall include, at a minimum, the number of unsolicited
proposals received, funded, and rejected during the fiscal year; the
identity of the offerors; and the office to which each was referred. The
numbers shall be broken out by source (large business, small business,
university, or nonprofit institution).

**1815.606-70 Relationship of unsolicited proposals to NRAs.**

An unsolicited proposal for a new effort or a renewal, identified by an
evaluating office as being within the scope of an open NRA, shall be
evaluated as a response to that NRA (see
[**1835.016-71**](http://www.hq.nasa.gov/office/procurement/regs/1835.htm#1835.016-71)),
provided that the evaluating office can either:

\(a\) State that the proposal is not at a competitive disadvantage, or

\(b\) Give the offeror an opportunity to amend the unsolicited proposal
to ensure compliance with the applicable NRA proposal preparation
instructions. If these conditions cannot be met, the proposal must be
evaluated separately.

**1815.609 Limited use of data.**

**1815.609-70 Limited use of proposals.**

Unsolicited proposals shall be evaluated outside the Government only to
the extent authorized by, and in accordance with, the procedures
prescribed in, 1815.207-70.

**1815.670 Foreign proposals.**

Unsolicited proposals from foreign sources are subject to [**NPD
1360.2**](http://nodis.hq.nasa.gov/Library/Directives/NASA-WIDE/Policies/Organization_and_Administration/N_PD_1360_2.html),
Initiation and Development of International Cooperation in Space and
Aeronautics Programs.

**Subpart** []{#OLE_LINK70 .anchor}**1815.70\--Ombudsman**

**1815.7001 NASA Ombudsman Program.**

NASA\'s implementation of an ombudsman program is in [**NPR
5101.33**](http://nodis.hq.nasa.gov/Library/Directives/NASA-WIDE/Procedures/Procurement_Small_Bus_Ind_Rels/N_PG_5101_33A.html),
Procurement Advocacy Programs.

**1815.7002 Synopses of solicitations and contracts.**

In all synopses announcing competitive acquisitions, the contracting
officer shall indicate that the clause at
[**1852.215-84**](http://www.hq.nasa.gov/office/procurement/regs/5215-16.htm#1852.215-84),
Ombudsman, is applicable. This may be accomplished by referencing the
clause number and identifying the installation Ombudsman.

**1815.7003 Contract clause.**

The contracting officer shall insert a clause substantially the same as
the one at 1852.215-84, Ombudsman, in all solicitations (including draft
solicitations) and contracts. Use the clause with its Alternate I when a
task or delivery order contract is contemplated.