[Federal Register Volume 60, Number 57 (Friday, March 24, 1995)]
[Rules and Regulations]
[Pages 15497-15503]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-7051]
=======================================================================
-----------------------------------------------------------------------
NATIONAL AERONAUTICS AND SPACE ADMINISTRATION
48 CFR Parts 1819 and 1852
RIN 2700-AB52
NASA Mentor-Protege Program Policies
AGENCY: Office of Small and Disadvantaged Business Utilization (OSDBU),
National Aeronautics and Space Administration (NASA).
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Final rule establishes NASA's policy on its Mentor-Protege
Program. With respect to prime contractors, it defines eligibility for
participation, allowable developmental assistance measures that will
enhance the capabilities of Socially and Economically Disadvantaged
Businesses to perform NASA contracts and subcontracts, and incentives
for program participation. Further, it defines the transportability of
subcontracting goal credit features from the Department of Defense
(DOD) Mentor-Protege Program to NASA Contractors. However, the
effectiveness of a mentor under the NASA Program will be evaluated by
the measurable amount of developmental assistance provided under NASA
contracts. Participation in the program is voluntary.
EFFECTIVE DATE: March 24, 1995.
ADDRESSES: NASA Office of Small and Disadvantaged Business Utilization,
NASA Headquarters, (Code K), Washington, DC 20546.
FOR FURTHER INFORMATION CONTACT:
Ms. Rae C. Martel, Telephone: (202) 358-2088.
SUPPLEMENTARY INFORMATION:
Background
NASA published a Proposed Rule on February 9, 1994 amending the
NASA FAR Supplement to implement a Mentor-Protege Program. Having
reviewed the public comments on the Proposed Rule, NASA is publishing
this Final Rule with certain changes to the provisions set forth in the
Proposed Rule. Many of the comments represented editorial
recommendations or affirmations for the program. Also, a number of
comments were duplicative on subject matter. However, the underlying
Mentor-Protege policy has not been significantly altered as a result of
changes made in response to comments. The most suggestive comments and
their disposition are discussed in the preface of this Final Rule. This
Final Rule serves as the regulatory basis for the Mentor-Protege
Program provisions. For the pilot phase of the program, Mentor-Protege
applications and activity are limited to cost-plus-award-fee contracts.
The concept for the NASA Mentor-Protege Program includes the
establishment of a Prime/Subcontractor relationship between the mentor
and protege firm. In the role of subcontractor, the protege will
contribute to the contract efforts; however, to enhance contractual
performance, the protege will receive developmental assistance, as
described in section 1819.7214, from the prime contractor mentor firm.
For consistency with Section 7105 of the Federal Acquisition
Streamlining Act, Public Law 103-355, the categories of eligible
entities defined in section 1819.7202 of the final rule include ``Small
Disadvantaged Businesses, Historically Black Colleges and Universities
and Minority Institutions''. Throughout this final rule, these
categories are collectively identified by the term ``protege''.
NASA received two hundred and twenty-seven comments in response to
the Proposed Rule. Several commenters suggested that NASA provide a
definition of ``high-tech.'' The agency high-tech definition is
provided in 1819.7202 to provide clarity regarding the Mentor-Protege
Program's targeted areas of contract activity. The Mentor-Protege
Program, a key element of NASA's socioeconomic program, is designed to
increase the participation of the entities defined as protege in the
agency's core mission. Many commenters suggested that NASA modify the
rule to allow reimbursement to primes for expenses incurred in
providing developmental assistance to proteges. The coverage in the
final rule explains that expenses incurred by mentor firms in providing
developmental assistance to their protege/subcontractors are allowable.
The language in paragraph 1819.7205 states that the basic condition for
Mentor-Protege requires a prime/subcontractor relationship between the
mentor and protege. The costs will be recognized as part of enhancing
contractor performance and are allowable consistent with the
definitions and requirements in FAR Part 31. A large number of
commenters requested that NASA provide clarity in the final rule
regarding the fee arrangement and the earning of award fee. Future
award fee plans of NASA contracts will be structured such that 15
percent of the available award fee is allocated for Small Disadvantaged
Business Utilization. Mentor-Protege will be evaluated under Small
Disadvantaged Utilization as a separate element and allocated a
separate 5 percent of the 15 percent to evaluate the prime's
performance in the Mentor-Protege Program. For purposes of earning
award fee, the Mentor firm's performance will be evaluated against the
measures described in the NASA FAR Supplement provisions at 1852.219-
79. Many commenters recommended that while NASA explains the
portability of credit features from the statute prescribing the DOD
Mentor-Protege Program that are available to NASA prime contractors, no
provision has been specifically made for credit against SDB goals with
a multiplier similar to the DOD Mentor-Protege Program. A multiplier
option is not included in Section 1819.7204 of the NASA program since
no statute or legislation exists to authorize such an option. Section
1819.7204 includes only the features authorized in the statute creating
the DOD program that can be extended to civilian agencies. A number of
commenters commended NASA for including a provision allowing proteges
to have multiple mentors. However, a number of commenters expressed
concern about this provision. Some concerns centered about proteges
with multiple mentors maintaining confidentiality; others were
concerned with proteges receiving conflicting guidance from multiple
mentors. It is recommended that Mentor-Protege agreements contain some
certification regarding confidentiality and non-disclosure as is
routinely utilized in business relationships. During the review of
Letters of Intent and Agreements, NASA will scrutinize the intended
areas of developmental assistance for duplication in certain
[[Page 15498]] areas that could lead to conflicting guidance. However,
some duplication may be unavoidable but appropriate and beneficial from
successful large aerospace firms. Several prime contractors expressed
concern with the requirement at Section 1819.7217 for quarterly
reporting. In the final rule, the reporting frequency is changed from
quarterly to semi-annual to parallel the Standard Form 294 submission.
Several commenters suggested that NASA delete the provision encouraging
proteges to submit reports because of privity of contract; others
recommended that any report from a protege should be jointly prepared
and submitted through the mentor. This provision remains unchanged in
the final rule. The language in 1819.7217(b) reads that ``proteges are
encouraged to submit quarterly reports on program progress as it
pertains to the Mentor-Protege agreement.'' While reporting is not
mandatory for protege firms, a self evaluation of their progress under
the terms of the approved agreement is desired by the NASA OSDBU. Since
the Mentor-Protege agreement is approved by NASA, a review of progress
against that approved agreement will not violate privity of contract.
Several commenters suggested that NASA modify the rule to allow for
flowing down program participation to lower tier, large business
subcontractors where it makes sound financial sense. Because of privity
of contract issues with the mentor prime contractors, no such provision
will be included in the pilot phase of the Mentor-Protege Program.
Several commenters suggested that NASA expand the program to include a
provision allowing that a protege may be retained, and receive
noncompetitive subcontract awards, until it has grown to more than
twice the size of the SIC code. Such provision cannot be included
without specific legislative authorization. Several commenters asked if
a mentor could make noncompetitive awards to any protege subcontractor
with whom it plans to work or is the mentor limited to noncompetitive
awards to only those protege firms which the mentor is currently using
under its DOD Mentor-Protege Program. NASA prime contractors, who are
DOD mentors, are authorized to award subcontracts noncompetitively
under their NASA contracts to the proteges which they are assisting
under the DOD program in accordance with Public Law 101-510, Section
831(f)(2). In addition, NASA prime contractors who are also approved
mentors under the NASA program may make noncompetitively awards to
protege firms identified in letters of intent and approved agreements
for the NASA program. Several commenters recommend that NASA include
additional mentor-provided developmental assistance features that will
not be required to be paid back: property; rent-free use of facilities
and/or equipment; and assignment of personnel to protege. Section
1819.7214 has been modified in the final rule to include these
features. Several commenters asked if it is NASA's intent that the
Mentor-Protege requirement may be included as part of the evaluation
factors even though a prime contractor may not sign up to participate
in the program. In all NASA solicitations for full and open
competition, Small Disadvantaged Business Utilization is a stand-alone
evaluation factor under Mission Suitability, which includes
consideration for Mentor-Protege participation. While voluntary and
better-suited for certain prime contractors, participation in the
Mentor-Protege program may provide many primes the opportunity to
substantially increase their subcontracting activity while also
achieving other agency and program objectives as delineated in
1819.7207. All things being equal, the firm that proposes in compliance
with the Government's subcontracting goals and includes Mentor-Protege
activity will enhance its competitive position. Several commenters
asked if a NASA prime who is currently a DOD mentor has to apply and be
approved for the NASA Mentor-Protege Program. Any firm that seeks to
participate in the NASA Mentor-Protege Program must apply to NASA, see
Section 1819.7211(a). The discussion at 1819.7204 only highlights the
portability of features from the DOD Mentor-Protege Program that
extends to NASA prime contractors. This section does not address
approved NASA mentors, only NASA contractors who are approved DOD
Mentors. Several commenters sought clarity regarding measurement or
definition of ``good faith,'' which is what NASA mentors will be held
to beyond transferring credit from activity in the DOD activity to NASA
subcontracting plans. ``Good faith'' will be measured by the amount and
quality of developmental assistance provided by mentors from the
measures set forth at 1819.7214 and as described in the clause at
1852.219-79. A discussion of this activity should be included in the
reports submitted by the mentor and in the protege's reports, if any.
Several commenters suggested that NASA modify the rule so that Mentor-
Protege applications may be either contract-specific or broader for
multiple-contract agreements. There is no change in the rule. Since the
Mentor-Protege relationship involves a prime/subcontractor
relationship, the application and activity must be contract-specific.
Several commenters asked if awards to proteges on a noncompetitive
basis under this program will be viewed as an adequate and acceptable
justification for other than full and open competition. The requirement
for full and open competition for subcontractors is a matter of
regulatory policy, not statute. The Associate Administrator for
Procurement is approving an exception to this policy for approved
Mentor-Protege agreements. Several commenters state that with this
voluntary program participation, NASA states that a 30-day notice
should be provided by either party to withdraw. The commenters asked
whether a decision to dissolve the relationship that occurs during a
contract period would impact the amount of award fee available to the
prime contractor. Notwithstanding the 30-day notice provision at
1819.7213(h), the requirement exists that agreements must contain a
plan for accomplishing the work in progress should the agreement be
terminated. The agreement, containing this plan, must be approved by
NASA prior to implementing the developmental assistance program.
Approval of the plan will ensure that the technical performance will
continue satisfactorily and thereby eliminating the possibility for
negative impact to the prime. The remaining major comments will be
addressed individually as follows. One commenter stated that the
application process indicates that the application is only for a
particular contract which the contractor is currently performing. The
commenter stated that this would appear to eliminate any Mentor-Protege
arrangements which are part of a proposal. If a NASA prime is allowed
to propose a Mentor-Protege arrangement as part of its proposal, the
commenter stated that the evaluation criteria should be adjusted for
scoring the protege's relevant experience and past performance for
areas of work in which they are to be mentored. The prime should not be
penalized for inclusion of a less-experienced protege. The application
process is intended to recognize both instances--Mentor-Protege under a
particular contract currently being performed and proposals including
Mentor-Protege arrangements. In response to a competitive cost-plus-
award-fee [[Page 15499]] procurement, the contractor's proposal will be
submitted in accordance with the evaluation methodology and
instructions set forth in the solicitation. However, prior to proposal
submission the letter of intent and the agreement should be submitted
to the OSDBU for approval. The letter of intent and OSDBU approved
agreement should be submitted as part of the proposal. In competitive
proposals that include a Mentor-Protege arrangement, no adjustment will
be made for scoring the protege's relevant experience and past
performance since the protege's record should demonstrate ability to
perform the subcontracting job outlined for a such a firm. The
protege's performance in non-traditional areas is essentially
guaranteed by the prime's commitment to successfully mentor said firm
to perform. In these instances, the proposal should reflect details of
the Mentor-Protege relationship as related to performance under the
proposed contract to provide an understanding of the work plan
relationship and to facilitate a complete evaluation and scoring. This
commitment and performance by mentors form the basis for earning the
associated fee dollars. One commenter requests clarity regarding the
disposition of reports to be submitted by the NASA technical program
manager. They also seek clarity regarding the roles and interactions of
the NASA Mentor-Protege program manager, the NASA technical program
manager, and the contracting officer in the award fee determination
process. The NASA Mentor-Protege program manager, a senior official in
the NASA Headquarters Office of Small and Disadvantaged Business
Utilization, has direct authority for the program and is the designated
recipient for all required reports. The NASA Mentor-Protege program
manager will submit quarterly reports to the contracting officer for
use in the semi-annual award fee determinations as a result of
monitoring activity and work site reviews. The contracting officer is
the responsible NASA official with direct authority for the contract.
The NASA technical program manager, provides technical direction and as
such also provides quarterly evaluations of the contractor's technical
performance for the purpose of semi-annual fee determinations.
Therefore, the program manager will also include in the quarterly
reports an assessment of the contractor's performance in the Mentor-
Protege Program as it pertains to the technical effort and protege
development. One commenter stated that considering NASA's current high
SDB percentage goals included in solicitations, expecting a prime to
exceed these already high SDB percentages is unrealistic. Further, the
contractor states that if incentive eligibility is based upon a prime
exceeding the NASA 8 percent goal (irrespective of a contract's SDB
goal), then a prime would consider program participation as a level of
risk. Mentor-Protege is independent of establishment of SDB
subcontracting goals in specific contracts. The 8 percent goal is an
agency goal; each procurement includes an SDB goal that represents the
maximum practical opportunity as required by public law. The Mentor-
Protege program represents only one means of increasing SDB
participation--with emphasis on high tech effort. Program success will
be determined by the measures cited at 1819.7207. Since the Mentor-
Protege relationship will be contract-specific, the contractor's
performance will be measured against negotiated goals, the Mentor-
Protege agreement, and the other factors cited in 1819.7206. A
commenter recommended that NASA delete provisions at 1819.7213 (b) and
(c), suggesting that there is no privity of contract, and substitute
them with a provision allowing for after-the-fact notification. No
change is made to these subsections. The NASA position is that advance
notification along with a work plan for continuation of work does not
affect privity of contract. One commenter recommended modification in
the final rule such that annual briefings of the Mentor-Protege Program
success should be presented as part of the mentor's normal program
review with the NASA Center it supports. The NASA OSDBU would be
invited to participation at the center; the pertinent protege could, at
the mentor's discretion, be invited to make their own presentation.
Rationale: Mentor-Protege reviews held as part of a center's normally-
scheduled program review would significantly reduce cost to NASA and
contractors thereby maintaining privity between the mentor and the
portege. Section 1819.7218 of the Final Rule has been changed to
include such review in program reviews. Where applicable, separate
reviews will be scheduled for other contracts at the NASA work site.
One commenter recommends that NASA provide the mentor (formally or
informally) with information on any deficiencies noted in the
application so that the deficiencies can be quickly corrected, if the
Mentor so chooses. If the Mentor does not correct the deficiencies
within a reasonable time unilaterally established by NASA, then the
application should be denied, and the whole process would start over. A
commenter suggested that NASA limit application information to two
prior years and that NASA specify the minimum information for letter of
intent. The final rule incorporates both recommended changes in section
1819.7211. A commenter suggested that since the proposed rule making
does not take into account a prior business relationship between the
mentor and protege, some restrictions should be included to prevent
overlapping management (e.g. Board of Directors) and business
arrangements such as partnerships in which the Mentor has a direct
financial interest in the business success of the protege or can take
credit for developmental assistance which would be a part of normal
business development for the mentor. Proposed Mentor-Protege agreements
will be disapproved where the protege firm's owner was a former
employee of the proposed mentor or when the protege firm itself
represents an entity in which the mentor firm holds a financial
interest or ownership. However, mentor firms that hold partial
ownership (up to 10%) of a proposed protege firm due to their approved
participation in the DOD Mentor-Protege Program shall not negatively
impact participation in the NASA program.
Availability of NASA FAR Supplement
The NASA FAR Supplement, of which this proposed coverage will
become a part, is codified in 48 CFR, Chapter 18, and is available in
its entirety on a subscription basis from the Superintendent of
Documents, Government Printing Office, Washington, DC 20402. Cite GPO
Subscription Stock Number 933-003-00000-1. It is not distributed to the
public, whether in whole or in part, directly by NASA.
Impact
NASA certifies that this regulation will not have a significant
economic effect on a substantial number of small entities under the
Regulatory Flexibility Act (5 U.S.C. 601 et seq.). The Mentor-Protege
Program is intended to have a positive economic effect on small
businesses by enhancing their ability to participate in both Government
and commercial contracting entities. [[Page 15500]]
List of Subjects in 48 CFR Parts 1819 and 1852
Government procurement.
Deidre A. Lee,
Associate Administrator for Procurement.
Accordingly, 48 CFR Parts 1819 and 1852 are amended as follows:
1. The authority citation for 48 CFR Parts 1819 and 1852 continues
to read as follows:
Authority: 42 U.S.C. 2473(c)(1).
PART 1819--SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS CONCERNS
2. Subpart 1819.72 is added to read as follows:
Subpart 1819.72--The NASA Mentor-Protege Program
1819.7201 Scope of subpart.
1819.7202 Definitions.
1819.7203 Non-affiliation.
1819.7204 Transportability of features from the Department of
Defense (DOD) Mentor-Protege Program to NASA contractors.
1819.7205 General policy.
1819.7206 Incentives for prime contractor participation.
1819.7207 Measurement of program success.
1819.7208 Mentor firms.
1819.7209 Protege firms.
1819.7210 Selection of protege firms.
1819.7211 Application process for mentor firms to participate in
the program.Sec.
1819.7212 OSDBU review and approval process of agreement.
1819.7213 Agreement contents.
1819.7214 Developmental assistance.
1819.7215 Obligation.
1819.7216 Internal controls.
1819.7217 Reports.
1819.7218 Program review.
1819.7219 Solicitation provision and contract clauses.
Subpart 1819.72--The NASA Mentor-Protege Program
1819.7201 Scope of subpart.
The NASA Mentor-Protege Program is designed to incentivize NASA
prime contractors to assist Small Disadvantaged Business concerns,
Historically Black Colleges and Universities, and Minority Institutions
in enhancing their capabilities to perform NASA contracts and
subcontracts, foster the establishment of long-term business
relationships between these entities and NASA prime contractors, and
increase the overall number of these entities that receive NASA
contract and subcontract awards.
1819.7202 Definitions.
(a) Historically Black Colleges and Universities (HBCU), as used in
this subpart, means institutions determined by the Secretary of
Education to meet the requirements of 34 CFR 608.2 and listed therein.
HBCUs include any nonprofit research institution that was an integral
part of such a college or university before November 14, 1986.
(b) Minority Institutions (MI), as used in this subpart, means
institutions verified by the Secretary of Education to meet the
criteria set forth in 34 CFR 637.4. MIs include Hispanic-serving
institutions as defined by 20 U.S.C. 1059c(b)(1).
(c) Small Disadvantaged Business concern (SDB), as used in this
subpart, means small business concerns owned and controlled by socially
and economically disadvantaged individuals (as those terms are used in
section 8(a) of the Small Business Act (15 U.S.C. 637(a) (5) and (6)))
and small business concerns owned and controlled by women (see section
8(d) of the Small Business Act (15 U.S.C. 637(d)) as amended by Public
Law 103-355.
(d) High-Tech: As used in this subpart, means research and/or
development efforts that are within or advances the state-of-the-art in
a technology discipline and are performed primarily by professional
engineers, scientists, and highly skilled and trained technicians or
specialists.
1819.7203 Non-affiliation.
For purposes of the Small Business Act, a protege firm may not be
considered an affiliate of a mentor firm solely on the basis that the
protege firm is receiving developmental assistance referred to in
1819.7214 from such mentor firm under the program. Neither shall
partial ownership, up to 10 percent of a Department of Defense (DOD)
sanctioned Protege firm by its DOD mentor constitute affiliation by
NASA.
1819.7204 Transportability of features from the Department of Defense
(DOD) Mentor-Protege Program to NASA contractors.
(a) In accordance with the benefits authorized by the DOD Mentor-
Protege program (Public Law 101-510, Section 831, as amended by Public
Law 102-190, Section 814), a NASA contractor who is also an approved
DOD Mentor can transfer credit features to their NASA contracts.
(b) NASA prime contractors, who are approved DOD mentors, can award
subcontracts noncompetitively under their NASA contracts to the
proteges which they are assisting under the DOD program (Public Law
101-510, Section 831(f)(2)).
(c) NASA prime contractors may count the costs of developmental
assistance provided to proteges being assisted under the DOD program
toward meeting the goals in their subcontracting plans under their NASA
prime contracts (Public Law 102-190, Section 814). Limitations which
may reduce the value of this benefit include:
(1) Credit toward attaining subcontracting goals is available only
to the extent that the developmental assistance costs have not been
reimbursed to the contractor by DOD as direct or indirect costs; or
(2) The credit is available to meet the goals of a NASA
subcontracting plan only to the extent that it has not been applied to
a DOD subcontracting plan. The same unreimbursed developmental
assistance costs cannot be counted toward meeting the subcontracting
goals of more than one prime contract. These costs would accrue from
credit for the multiples attributed to assistance provided by Small
Business Development Centers, Historically Black Colleges and
Universities and Minority Educational Institutions.
(d) The features identified in paragraphs (a), (b) and (c) of this
section point out the portability of features from the DOD Mentor
Protege Program to NASA prime contractors. NASA mentors will be held to
show ``good faith'' by providing actual developmental assistance beyond
transferring credit from activity in the DOD program to NASA
subcontracting plans.
1819.7205 General policy.
(a) Eligible large business prime contractors, not included on the
``Parties Excluded from Procurement Program'' list, who have at least
one active subcontracting plan, and who are approved as mentor firms
will enter into agreements with eligible entities as defined in
1819.7202 as Proteges to provide appropriate developmental assistance
to enhance the capabilities of Proteges to perform as subcontractors
and suppliers. Eligible small business prime contractors, not included
on the ``Parties Excluded from Procurement Programs'' list, and that
are capable of providing developmental assistance to SDB's, may be
approved as mentors. An active mentor-protege arrangement requires the
protege to be a subcontractor under the mentor's prime contract with
NASA.
(b) The pilot program has a duration of three years commencing from
March 24, 1995. During this period, eligible mentor firms, which have
received approval by NASA to participate in the program pursuant to
section 1819.7212, may enter into agreements with protege
firms. [[Page 15501]]
(c) For the pilot phase of the program, mentor-protege activity
will be limited to cost-plus-award-fee contracts.
(d) Costs incurred by a mentor to provide developmental assistance,
technical or managerial assistance described in section 1819.7214, are
allowable.
1819.7206 Incentives for prime contractor participation.
(a) During source selection, Mentor-Protege will be evaluated under
SDB Utilization which is a stand-alone evaluation subfactor under the
Mission Suitability.
(b) Under cost-plus-award fee contracts, approved mentor firms
shall be eligible to earn award fee associated with their performance
as a mentor by performance evaluation period. The award fee plans of
all NASA contracts are structured such that 15 percent of the available
award fee is allocated for Small Disadvantaged Business Utilization.
Mentor-Protege performance will be evaluated under Small Disadvantaged
Business Utilization as a separate element and allocated a separate 5
percent of the 15 percent award fee. For purposes of earning award fee,
the Mentor firm's performance shall be evaluated to determine the
degree to which the participation went beyond (exceeded) the negotiated
SDB goals commitment. Specifically, the Mentor firm's performance will
be evaluated against the criteria described in the NASA FAR Supplement
provision at 1852.219-79.
1819.7207 Measurement of program success.
The overall success of the NASA Mentor-Protege program encompassing
all participating Mentors and proteges will be measured by the extent
to which it results in:
(a) An increase in the number, dollar value and percentage of
subcontracts awarded to proteges by mentor firms under NASA contracts
since the date of entry into the program;
(b) An increase in the number and dollar value of contract and
subcontract awards to protege firms since the time of their entry into
the program (under NASA contracts, contracts awarded by other Federal
agencies and under commercial contracts);
(c) An increase in the number and dollar value of subcontracts
awarded to a protege firm by its mentor firm; and
(d) An increase in subcontracting with protege firms in industry
categories where they have not traditionally participated within the
mentor firm's activity.
1819.7208 Mentor firms.
(a) Eligibility.
(1) Contractors eligible for receipt of government contracts;
(2) Large prime contractors performing under contracts with at
least one negotiated subcontracting plan as required by 48 CFR (FAR)
19.7; and
(3) Small Business prime contractors that can provide developmental
assistance to enhance the capabilities of proteges to perform as
subcontractors and suppliers. A small business prime contractor
performing under a NASA contract that does not contain a negotiated
subcontracting plan may apply.
(b) Mentors will be encouraged to identify and select:
(1) A broad base of firms including those defined as emerging firms
(e.g., a protege whose size is no greater than 50 percent of the size
standard applicable to the SIC code assigned to a contracting
opportunity); and
(2) Proteges in addition to firms with whom they have established
business relationships.
(3) High-Tech firms as proteges.
1819.7209 Protege firms.
(a) For selection as a protege, a firm must be:
(1) An SDB, HBCU or MI as those terms are defined in 1891.7202:
(2) Certified as small in the SIC code for the services or supplies
to be provided by the protege under its subcontract to the mentor; and
(3) Eligible for receipt of government contracts.
(b) A protege firm may self-certify to a mentor firm that it meets
the requirements set forth in paragraph (a) of this section. Mentor may
rely in good faith on written representations by potential proteges
that they meet the specified eligibility requirements.
(c) Proteges may have multiple mentors. Proteges participating in
mentor-protege programs in addition to the NASA program should maintain
a system for preparing separate reports of mentoring activity for each
agency's program.
1819.7210 Selection of protege firms.
(a) Mentor firms will be solely responsible for selecting protege
firms. The mentor is encouraged to identify and select the types of
protege firms listed in 1819.7208(b).
(b) Mentor firms may have more than one protege.
(c) The selection of protege firms by mentor firms may not be
protested, except as in paragraph (d) of this section.
(d) Any protest regarding the size or eligibility status of an
entity selected by a mentor to be a protege shall be referred solely to
the Associate Administrator, Office of Small and Disadvantaged Business
Utilization (OSDBU), NASA for resolution. In its discretion, NASA may
seek an advisory opinion from the Small Business Administration.
1819.7211 Application process for mentor firms to participate in the
program.
(a) Prime contractors interested in becoming a mentor firm must
submit a request to the NASA OSDBU to be approved under the program.
The application will be evaluated on the extent to which the company
plans to provide developmental assistance. The information required in
paragraph (b) of this section must be submitted to be considered for
approval as a mentor firm.
(b) A proposed mentor must submit the following information to the
NASA OSDBU:
(1) Certification that the mentor firm is currently performing
under at least one active approved subcontracting plan (small business
exempted) and that they are eligible, as of the date of application,
for the award of Federal contracts;
(2) The cognizant NASA contract number(s), type of contract, period
of performance (including options), title of technical program effort,
name of NASA Program Manager (including contact information) and name
of NASA field center where support is provided;
(3) The number of proposed Mentor-Protege arrangements;
(4) Data on all current NASA contracts and subcontracts to include
the contract/subcontract number(s), period of performance, awarding
NASA installation or contractor and contract/subcontract value(s)
including options;
(5) Data on total number and dollar amount of subcontracts awarded
under NASA prime contracts within the past 2 years and the number of
dollar value of such subcontracts awarded to entities defined as
proteges.
(6) Information on the proposed types of developmental assistance.
For each proposed Mentor-Protege relationship include information on
the company's ability to provide developmental assistance to the
identified protege firm and how that assistance will potentially
increase subcontracting opportunities for the protege firm, including
subcontracting opportunities in industry categories where these
entities are not dominant in the company's current subcontractor base;
and
(7) A Letter of Intent signed by both parties. At a minimum, the
Letter of Intent must include the stated commitment that the parties
intend to [[Page 15502]] enter into a mentor-protege agreement under
the NASA program, that they intend to cooperate in the developmental of
a suitable development assistance program to meet their respective
needs, and that they agree to comply with the obligations in section
1819.7215 and all other provisions governing the program.
1819.7212 OSDBU review and approval process of agreement.
(a) The information specified in 1819.7211(b) is reviewed by NASA
OSDBU. The review by the NASA OSDBU will be completed no later than 30
days after receipt by the OSDBU. NASA OSDBU will provide a copy of the
submitted information to the cognizant NASA technical program manager
and contracting officer for a parallel review and concurrence.
(b) If OSDBU approves the application, then the mentor
(1) Negotiates agreement with the protege; and
(2) Submits an original and two (2) copies of the agreement to NASA
OSDBU for approval by the NASA Mentor-Protege program manager, the NASA
technical program manager and the contracting officer.
(c) Upon agreement approval, the mentor may implement developmental
assistance program.
(d) An approved agreement will be incorporated into the mentor's
contract with NASA. It should be added to the subcontracting plan in
contracts which contain such a plan.
(e) If OSDBU disapproves the application, then the mentor may
provide additional information for reconsideration. The review of any
supplemental material will be completed within 30 days after receipt by
the OSDBU. Upon finding deficiencies that NASA considers correctable,
the OSDBU will notify the mentor and request information to be provided
within 30 days that may correct the deficiencies.
1819.7213 Agreement contents.
The contents of the agreement must contain:
(a) Names and addresses of mentor and protege firms and a point of
contact within both firms who will oversee the agreement;
(b) Procedures for the mentor firm to notify the protege firm,
OSDBU and the contracting officer, in writing, at least 30 days in
advance of the mentor firm's intent to voluntarily withdraw from the
program;
(c) Procedures for a protege firm to notify the mentor firm in
writing at least 30 days in advance of the protege firm's intent to
voluntarily terminate the mentor-protege agreement. The mentor shall
notify the OSDBU and the contracting officer immediately upon receipt
of such notice from the protege;
(d) A description of the type of developmental program that will be
provided by the mentor firm to the protege firm, to include a
description of the subcontract work, and a schedule for providing
assistance and criteria for evaluation of the protege's developmental
success;
(e) A listing of the number and types of subcontracts to be awarded
to the protege firm;
(f) Program participation term;
(g) Termination procedures;
(h) Plan for accomplishing work should the agreement be terminated;
and
(i) Other terms and conditions, as appropriate.
1819.7214 Developmental assistance.
The forms of developmental assistance a mentor can provide to a
protege include:
(a) Management guidance relating to--
(1) Financial management,
(2) Organizational management,
(3) Overall business management/planning and
(4) Business development;
(b) Engineering and other technical assistance;
(c) Noncompetitive award of subcontracts under NASA contracts;
(d) Progress payments based on costs. The customary progress
payment rate for all NASA contracts with small disadvantaged businesses
is 95 percent. This customary progress payment rate for small
disadvantaged businesses may be used by prime contractors;
(e) Advance payments. While a mentor can make advance payments to
its proteges who are performing as subcontractors, the mentor will only
be reimbursed by NASA for these costs if advance payments have been
authorized in accordance with statute and regulation;
(f) Loans;
(g) Rent-free use of facilities and/or equipment;
(h) Property; and
(i) Temporary assignment of personnel to protege for purpose of
training
1819.7215 Obligation.
(a) Mentor or protege may voluntarily withdraw from the program as
mutually agreed by both mentor and protege.
(b) Mentor and protege firms will submit a ``lessons learned''
evaluation to the NASA OSDBU at the conclusion of the pilot program
period or the conclusion of their effort, whichever comes first.
1819.7216 Internal controls.
(a) The NASA OSDBU will manage the program. Internal controls will
be established by NASA OSDBU to achieve the stated program objectives
(by serving as checks and balances against undesired actions or
consequences) such as:
(1) Reviewing and evaluating mentor applications for realism,
validity and accuracy of provided information;
(2) Reviewing semi-annual progress reports submitted by mentors and
proteges, if any, on protege development to measure protege progress
against the master plan contained in the approved agreement.
(3) Site visits to NASA installation where Mentor-Protege activity
is on-going.
(b) NASA may terminate Mentor-Protege agreements if NASA determines
that such actions are in NASA's interest. These actions shall be
approved by the NASA OSDBU. NASA will terminate an agreement or exclude
a particular entity by sending a written notice to the affected party
specifying the action being taken and the effective date of that
action. Termination of an agreement does not constitute a termination
of the subcontract between the Mentor and the Protege. A plan for
accomplishing the subcontract effort should the agreement be terminated
shall be submitted with the agreement, as required in 1819.7213(h).
1819.7217 Reports.
(a) Semi-annual reports shall be submitted by the mentor to the
NASA mentor-protege program manager, NASA Headquarters OSDBU, to
include information as outlined in 1819.7206(b).
(b) Proteges are encouraged to submit semi-annual reports, to the
NASA mentor-protege program manager, on program progress as pertains to
their mentor-protege agreement. However, costs associated with the
preparation of these reports will not be reimbursed by the Government.
(c) The NASA technical program manager shall include an assessment
of the Prime Contractor's (Mentor's) performance in the Mentor-Protege
program in his quarterly `Strengths and Weaknesses' evaluation report.
A copy of these comments, as pertains to the technical effort and
protege development, will be provided to NASA Headquarters OSDBU and
the Contracting Officer.
(d) The NASA mentor-protege program manager will submit semi-
[[Page 15503]] annual reports to the cognizant contracting officer
regarding participating prime contractor's performance in the program
for use in the award fee determination process.
1819.7218 Program review.
At the conclusion of each year in the mentor-protege program, the
prime contractor and protege, as appropriate, will formally brief the
NASA mentor-protege program manager, the technical program manager and
the contracting officer regarding program accomplishments as pertains
to the approved agreement. This review will be incorporated into the
normal program review, where applicable. A separate review will be
scheduled for other contracts to be held at the NASA work site
location.
1819.7219 Solicitation provision and contract clauses.
(a) The contracting officer shall insert the clause at 1852.219-77,
NASA Mentor-Protege Program, in all solicitations and contracts with
subcontracting plans or in the case of small business set-asides
exceeding $500,000 ($1,000,000 for construction) that offer
subcontracting opportunities.
(b) The contracting officer shall insert the provision at 1852.219-
78, Evaluation of Prime Contractor Participation in the Mentor-Protege
Program, in all solicitations containing the provisions at 1852.219-77,
NASA Mentor-Protege Program and FAR 52.219-9, Small Business and Small
Disadvantaged Business Subcontracting Plan.
(c) The contracting officer shall insert the clause at 1852.219-79,
Mentor Responsibility and Evaluation, in contracts where the prime
contractor is a participant in the NASA Mentor-Protege Program.
PART 1852--SOLICITATION PROVISIONS AND CONTRACT CLAUSES
a. Sections 1852.219-77, 1852.219-78, and 1852.219-79 are added to
read as follows:
1852.219-77 NASA Mentor-Protege Program.
As prescribed in 1819.7219(a), insert the following provision:
NASA Mentor Protege Program (Jan. 1994)
(a) Prime contractors, including certain small businesses, are
encouraged to participate in the NASA pilot mentor-protege program
for the purpose of providing developmental assistance to eligible
protege entities to enhance their capabilities and increase their
participation in NASA contracts.
(b) The pilot program consists of:
(1) Mentor firms, which are large prime contractors with at
least one active subcontracting plan or eligible small businesses;
(2) Protege, which are subcontracting under the prime
contractor, include Small Disadvantaged Business (SDB) concerns
including women-owned small businesses, Historically Black Colleges
and Universities, and Minority Institutions, as those terms are
defined in NASA FAR Supplement 1819.7202.
(3) Mentor-protege agreements, approved by the NASA Office of
Small and Disadvantaged Business Utilization (OSDBU);
(4) Potential of payment of additional award fee for voluntary
participation and successful performance in the mentor-protege
program.
(c) Mentor participation in the program, described in 48 CFR
1819.72, means providing technical, managerial and financial
assistance to aid proteges in developing requisite high-tech
expertise and business systems to compete for and successfully
perform NASA contracts and subcontracts.
(d) Contractors interested in participating in the pilot program
are encouraged to contact the NASA OSDBU, Washington, DC 20546,
(202) 358-2088, for further information. (End of clause)
1852.219-78 Evaluation of Prime Contractor Participation in the NASA
Mentor Protege Program.
As prescribed in 1819.7219(b), insert the following provision:
Evaluation of Prime Contractor Participation in the NASA Mentor-Protege
Program (DEC 1994)
NASA will consider (evaluate) the proposed participation and
extent of developmental assistance to be provided by a prime
contractor to protege firms as an approved Mentor in the NASA
Mentor-Protege Program under the SDB Utilization subfactor under
Mission Suitability.
1852.219-79 Mentor Requirements and evaluation.
As prescribed in 1819-7219(c), insert the following provision:
Mentor Requirements and Evaluation (DEC 1994)
(a) The purpose of the NASA Mentor-Protege Program (s) is for a
NASA prime contractor to provide developmental assistance to certain
subcontractors qualifying as proteges. Eligible proteges include
Small Disadvantaged Business concerns including women-owned small
businesses, Historically Black Colleges and Universities, and
Minority Institutions, as those terms are defined in NASA FAR
Supplement 1819.7202.
(b) NASA will evaluate the contractor's performance through the
Performance Evaluation process. The evaluation will consider the
following:
(1) Specific actions taken by the contractor, during the
evaluation period, to increase the participation of proteges as
subcontractors and suppliers;
(2) Specific actions taken by the contractor during this
evaluation period to develop the technical and corporate
administrative expertise of a protege as defined in the agreement;
(3) To what extent the Protege has met the developmental
objectives in the agreement; and
(4) To what extent the firm's participation in the Mentor-
Protege Program resulted in the Protege receiving competitive
contract(s) and subcontract(s) from private firms and agencies other
than the Mentor.
(c) Semi-annual reports shall be submitted by the mentor to the
NASA mentor-protege program manager, NASA Headquarters OSDBU to
include information as outlined in 1819.7206(b).
(d) The Mentor will notify the OSDBU and the contracting
officer, in writing, at least 30 days in advance of the mentor
firm's intent to voluntarily withdraw from the program or upon
receipt of a Protege's notice to withdraw from the Program;
(e) Mentor and protege firms will submit a ``lessons learned''
evaluation to the NASA OSDBU at the conclusion of the pilot program
period or the conclusion of their effort which ever comes first. At
the conclusion of each year in the mentor-protege program, the prime
contractor and protege, as appropriate, will formally brief the NASA
mentor-protege program manager, the technical program manager, and
the contracting officer during a formal program review regarding
program accomplishments as pertains to the approved agreement.
(f) NASA may terminate Mentor-Protege agreements and exclude
Mentor or Protege firms from participating in the NASA program if
NASA determines that such actions are in NASA's interest. These
actions shall be approved by the NASA OSDBU. NASA shall terminate an
agreement by delivering to the contractor a Notice specifying the
reason for termination and the effective date. Termination of an
agreement does not constitute a termination of the subcontract
between the mentor and the protege. A plan for accomplishing the
subcontract effort should the agreement be terminated shall be
submitted with the agreement as required in 1819.7213(h).
(End of clause)
[FR Doc. 95-7051 Filed 3-23-95; 8:45 am]
BILLING CODE 7510-01-M
