3) XRIS RFP 80GSFC26R0006.pdf

80GSFC26R0006

PART I – THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B-6

SUPPLEMENTAL TASK ORDERING PROCEDURES

NOTE: This clause applies exclusively to CLIN 004 as authorized and defined in GSFC 52.211-

91 SCOPE OF WORK.

(a) When the Government issues a request for a “task plan” to the Contractor in accordance with the Clause entitled “Task Ordering Procedure” of this contract, the Contractor shall prepare its estimate required to perform the task order requirements. The Contractor shall use only those appropriate labor categories and loaded labor rates as well as other specified rates, which may be less than but shall not exceed the rates found in Attachment L, Time & Materials Rates

Matrices, to calculate the proposed price for all task orders issued in accordance with the “Task

Ordering Procedure” clause of this contract.

(b) Reserved.

(End of text)

CONTRACT FUNDING (TIME AND MATERIALS)

NOTE: This clause applies exclusively to CLIN 004 as authorized and defined in GSFC 52.211-

91 SCOPE OF WORK.

(a) For payment purposes, the total amount allotted by the Government to each task order will be

$TBD by task order and the total amount allotted to CLIN 0004 is $TBD. It is contemplated that funds presently allotted to each task order will cover the work to be performed until TBD by task order. It is anticipated that from time to time additional funds will be allocated to each task order until the task order ceiling price and eventually the CLIN 0004 ceiling price is reached.

(b) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the

Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to any termination clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the task order or contract. The notice shall include the content required in contract clause 1852.232-77, LIMITATION OF FUNDS (FIXED PRICE CONTRACT), Section

(c)(3).

(c) The Contractor agrees to perform or have performed work on the items specified in paragraph

(a) of this clause up to the point at which, if this contract or task order is terminated pursuant to the termination clauses of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B-7 performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the contract termination clauses notwithstanding.

(d) When additional funds are allotted from time to time for continued performance of the work under each task order, the parties shall agree on the applicable period of performance to be covered by these funds. The terms of paragraphs (b) and (c) above, shall apply to these additional allotted funds and substituted date pertaining to them, and the task order shall be modified accordingly.

(e) Nothing in this clause shall affect the right of the Government to terminate this contract or task orders pursuant to any termination clause on contract.

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

(g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this clause are limited to the work on and allotment of funds for the items set forth in paragraph (a).

This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

[END OF SECTION B]

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1

GSFC 52.211-91 SCOPE OF WORK. (FEB 2016)

The Contractor shall provide the personnel, materials, and facilities, except as otherwise specified in this contract, necessary to perform the work and to furnish the items specified in the Supplies and/or Services To Be Provided clause of this contract in accordance with the Statement of Work

(Attachment A), Task Orders issued hereunder, and all other referenced requirements.

The Contractor shall provide all the personnel, materials, and facilities, except otherwise specified in this contract, necessary to perform all requirements within the Section J clause GSFC 52.211-

101 LIST OF ATTACHMENTS.

The Contractor shall provide all the personnel, materials, and facilities, except otherwise specified in this contract, necessary to complete all Contract Line Item Number (CLIN) items in accordance with the Statement of Work (Attachment A), task orders, and all other referenced requirements.

The CLINs are defined in the Statement of Work (Attachment A) and are listed below:

CLIN 001 Flight Instruments (FFP)

CLIN 002 Post Delivery Support (FFP)

CLIN 003 Pre-Priced Change Options (FFP)

CLIN 004 Additional Engineering Analysis (T&M)

(End of clause)

GSFC 52.227-90 LIMITED RIGHTS DATA OR RESTRICTED COMPUTER

SOFTWARE. (MAR 2008)

In accordance with the delivery requirements of this contract, all software data rights shall be delivered in accordance with the Rights in Data – General clause, specified elsewhere in this contract, except for the following: NONE.

(End of clause)

GSFC 52.235-91 REPORTS OF WORK (CORE). (MAR 2022)

(a) Monthly progress reports. The Contractor shall submit monthly progress reports of all work accomplished during each month of contract performance. Reports shall address the accomplishments and progress of all work performed the month being reported. The report shall be in narrative form and brief in content. The report shall include a description of technical accomplishments and status of deliverables. Also, the report shall provide a quantitative description of overall progress and identify any risks or problems, which may impede performance

SECTION D - PACKAGING AND MARKING

D-1

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT.

(DEVIATION) (DEC 2025)

(a) The Contractor must identify all equipment to be delivered to the Government using NASA

Technical Handbook (NASA-HDBK) 6003, Application of Data Matrix Identification Symbols to

Aerospace Parts Using Direct Part Marking Methods/Techniques, and NASA Standard (NASA-

STD) 6002, Applying Data Matrix Identification Symbols on Aerospace Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to remain intact through the typical lifespan of the property: and, (2) contain the data and data format required by the standards.

This requirement includes deliverable equipment listed in the schedule and other equipment when no longer required for contract performance and NASA directs physical transfer to NASA or a third party. The Contractor must identify property in both machine and human readable form unless the use of a machine readable-only format is approved by the NASA Industrial Property Officer.

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

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

(1) Item Description.

(2) Unique Identification Number (License Tag).

(3) Unit Price.

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

(d) For equipment no longer needed for contract performance and physically transferred under paragraph (a) of this clause, the following additional data is required:

(1) Date originally placed in service.

(2) Item condition.

(e) The data required in paragraphs (c) and (d) of this clause must be delivered to the NASA center receiving activity listed below:

NASA Goddard Space Flight Center

Building 35, Code 279

Greenbelt MD 20771

SECTION D - PACKAGING AND MARKING

D-2

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

(End of clause)

[END OF SECTION D]

SECTION E - INSPECTION AND ACCEPTANCE

E-3

2 XRIS Flight Model 1

(FM-1)

Spacecraft Contractor’s Facility Contracting Officer’s

Representative

3 XRIS Flight Model 2

(FM-2)

Goddard Spaceflight Center

(Greenbelt, MD)

Contracting Officer’s

Representative

4 Engineering

Development Unit

(EDU)

Instrument Contractor’s Facility Contracting Officer’s

Representative

5 Spares and built up and test sub-assemblies

Instrument Contractor’s Facility Contracting Officer’s

Representative

6 Two (2) sets of

Electrical System Test

Equipment (ESTE)

Instrument Contractor’s Facility Contracting Officer’s

Representative

7 Four (4)

XRIS Emulators Instrument Contractor’s Facility (1 unit)

Spacecraft Contractor’s Facility (3 units)

Contracting Officer’s

Representative

8 Ground Processing

Development Systems (1)

Instrument Contractor’s Facility Contracting Officer’s

Representative

9 Additional XRIS

Instrument Mechanical and Electrical Ground

Support Equipment

(MGSE and EGSE)

Instrument Contractor’s Facility Contracting Officer’s

Representative

10 Reports of Work NASA/GSFC Contracting Officer’s

Representative

11 Post Delivery Support, Tests, and Reviews

NASA/GSFC Contracting Officer’s

Representative

12 Services and

Deliverables in accordance with Task

Orders Issued and the

SOW (CLIN 004)

As defined in Attachment A, SOW Contracting Officer or

Contracting Officer’s

Representative

13 Task Plans NASA/GSFC Contracting Officer

14 Material Inspection and

Receiving Reports

(MIRR) (DD Form 250)

NASA/GSFC Contracting Officer’s

Representative

15 Foreign Travel Requests and Foreign Travel

Reports

NASA/GSFC Contracting Officer

16 Requests for

Government Property

NASA/GSFC Contracting Officer

SECTION E - INSPECTION AND ACCEPTANCE

E-5

GSFC 52.246-102 INSPECTION SYSTEM RECORDS. (APR 2013)

The Contractor shall maintain records evidencing inspections in accordance with the Inspection clause of this contract for six (6) years after delivery of all items and/or completion of all services called for by the contract.

[END OF SECTION E]

SECTION G - CONTRACT ADMINISTRATION DATA

G-1

Clauses incorporated by reference:

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

1852.225-73 TRAVEL OUTSIDE OF THE UNITED STATES. (FEB 2026)

1852.225-74 EMERGENCY MEDICAL SERVICES AND EVACUATION. (FEB 2026)

1852.227-70 NEW TECHNOLOGY—OTHER THAN A SMALL BUSINESS FIRM OR

NONPROFIT ORGANIZATION. (DEVIATION) (JAN 2026)

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND

PATENT REPRESENTATIVE. (DEVIATION) (JAN 2026)

1852.245-70 CONTRACTOR REQUESTS FOR GOVERNMENT-FURNISHED

PROPERTY. (DEVIATION) (DEC 2025)

1852.245-75 PROPERTY MANAGEMENT CHANGES. (DEVIATION) (DEC 2025)

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY.

(DEVIATION) (DEC 2025)

(End of by reference clauses)

1852.232-80 SUBMISSION OF VOUCHERS FOR PAYMENT. (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD

Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC's Vendor Payment information Web site at:

https://www.nssc.nasa.gov/vendorpayment.

Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

G-2

(1) The payment periods are stipulated in the payment clause(s) contained in this contract.

(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price contracts shall include the items delineated in FAR 32.905(b) supported by relevant back-up documentation. Back-up documentation shall include at a minimum, the following information:

(i) Vouchers.

(A) Breakdown of billed labor costs and associated contractor generated supporting documentation for billed direct labor costs to include rates used and number of hours incurred.

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated supporting documentation for billed ODCs.

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses.

(D) Progress reports, as required.

(ii) Invoices.

(A) Description of goods and services delivered as part of the contract's terms and conditions, including the dates of delivery/performance.

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

(A) Listing of all provisionally billed fee by period or date earned since contract award.

(B) A reconciliation of all billed and earned fee.

(C) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at:

https://www.nssc.nasa.gov/vendorpayment when any of the following conditions are met:

(1) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor.

G-3

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment. In such instances the Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the

NSSC as specified in paragraph (b) of this section.

(f) Other payment clauses. In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payment requests.

(g) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate payment request for the amount withheld will be required before payment for that amount may be made.

(End of clause)

1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR

52.245–1. (DEVIATION) (DEC 2025)

For performance of work under this contract, the Government will make available Government property identified in Attachment G of this contract on a no charge-for-use basis pursuant to the clause at FAR 52.245–1, Government Property, as incorporated in this contract. The Contractor must use this property in the performance of this contract at the Contractor’s facility and at other location(s) as may be approved by the Contracting Officer. Under FAR 52.245–1, the Contractor is accountable for the identified property.

(End of clause)

GSFC 52.216-100 Individuals Authorized To Issue Orders. (MAR 2022)

NOTE: This clause applies exclusively to CLIN 004 as authorized and defined in GSFC 52.211-

91 SCOPE OF WORK.

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

Contracting Officer, Code 171

G-4

[END OF SECTION G]

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

1852.226-71 SAFETY AND HEALTH MEASURES AND MISHAP REPORTING. (FEB

2026)

1852.226-73 MAJOR BREACH OF SAFETY OR SECURITY. (FEB 2026)

1852.228-78 CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE

EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE

STATION. (DEVIATION) (SEP 2025)

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS. (DEVIATION) (AUG

2025)

(End of by reference clauses)

1852.225-70 EXPORT LICENSES. (DEVIATION) (DEC 2025)

(a) The contractor shall comply with all U.S. export control laws and regulations, including the

International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export

Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this contract. In the absence of available license exemptions/exceptions, the contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at NASA Goddard Space Flight Center, where the foreign person will have access to export-controlled technical data or software.

(c) The contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

H-2

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

(a) Of the total price of Contract Line-Item Number 1 (CLIN 001 Flight Instruments), the sum of

$TBD is presently available for payment and allotted to this contract. Of the total price of Contract

Line Item Number 2 (CLIN 002 Post Delivery Support), the sum of $TBD is presently available for payment and allotted to this contract. Of the total price of Contract Line Item Number 3 (CLIN

003 Pre-Priced Change Options, the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time-to-time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted:

Funds shall be allotted in accordance with Attachment F - Funding Profile and Attachment M

–Milestone Payment Events, Performance-Based Payment Schedule, and Completion

Criteria.

(b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for

Convenience of the Government clause of this contract, the total amount payable by the

Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the

Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

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

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the

Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

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

H-3

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

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

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e) If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

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

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

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

H-4

GSFC 52.211-100 CONTRACTOR PROPOSED ENHANCEMENTS. (SEP 2013)

The Contractor shall provide the enhancements that are described in Attachment P. These enhancements, which are over and above the requirements required by the contract terms and conditions, Statement of Work and other contract attachments, were proposed by the Contractor in the proposal submitted in response to the Request for Proposal (RFP) 80GSFC26R0006 for X-Ray

Irradiance Sensor (XRIS). The incorporation of these enhancements does not relieve the Contractor from the responsibilities of meeting all other contract terms and conditions and requirements in the

Statement of Work and other contract attachments. The Contractor shall perform these enhancements on all work performed, unless specifically waived by the Contracting Officer in writing.

(End of clause)

GSFC 52.219-90 SMALL BUSINESS SUBCONTRACTING PLAN AND REPORTS. (NOV

2021)

a. Subcontracting Plan (Contractor)

FAR clause 52.219‑9, "Small Business Subcontracting Plan", is included in this contract. The agreed to Subcontracting Plan required by the clause is included as Attachment K to the contract.

b. Subcontracting Plan (Subcontractors)

In accordance with FAR clause 52.219‑9 Small Business Subcontracting Plan, the Contractor must require that certain subcontractors adopt a plan similar to the Plan agreed to between the Contractor and the Government.

c. Individual Subcontract Reports (ISRs)

The Contractor shall prepare and submit their Individual Subcontract Reports (ISRs) (formerly known as the Standard Form 294), in accordance with the instructions listed in the Electronic

Subcontract Reporting System (eSRS), available at http://esrs.gov or www.sam.gov.

ISRs must be submitted electronically in eSRS on a semi-annual basis. This report must be received no later than May 15th and November 14th each year for the reporting periods ending

March 31 and September 30, respectively. Reports are required when due, regardless of whether there has been any subcontracting activity since the inception of the contract or since the last reporting period.

A final ISR must be submitted after contract completion. The final ISR submittal must be received no later than the due date for what would have been the next semi-annual report.

H-5

d. Summary Subcontract Reports (SSRs)

The Contractor shall prepare and submit Summary Subcontract Reports (SSRs) (formerly known as the Standard Form 295), in accordance with the instructions listed in the eSRS, available at http://esrs.gov or www.sam.gov and in accordance with FAR clause 52.219-9 Small Business

Subcontracting Plan of this contract.

The SSRs must be submitted electronically in eSRS on an annual basis. This report must be submitted no later than November 14th each year for the twelve month period ending September

30.

e. Subcontractor Reporting

FAR clause 52.219‑9 Small Business Subcontracting Plan requires that the Contractor ensure that

ISR and SSR reports are submitted by those subcontractors that have been required to adopt a

Subcontracting Plan under the terms of the clause. These subcontractor reports must be submitted as required by paragraphs (c) and (d) above. The reports may be submitted through the Contractor or submitted directly. Regardless, the Contractor is responsible for ensuring proper and timely submittal of the required reports.

(End of clause)

GSFC 52.223-91 SAFETY AND HEALTH ADDITIONAL REQUIREMENTS. (NOV 2019)

In addition to compliance with all Federal, state, and local laws as required by paragraph (b) of

NFS clause 1852.226-71, the Contractor shall comply with the following:

(a) Incident Reporting: The immediate notification and prompt reporting requirement included in paragraph (d) of NFS clause 1852.226-71 shall be to Goddard Space Flight Center Safety Division, Code 360, Telephone 301-356-3224 and to the Contracting Officer (CO). This verbal notification should be confirmed in writing via E-Mail to the CO and GSFC-OccSafetyOffice@mail.nasa.gov and entered into the NASA Mishap Information System (NMIS) within 24 hours. This notification is also required for any unsafe or environmentally hazardous condition associated with

Government-owned property that is provided or made available for the performance of the contract.

(b) Submit a monthly safety and health report using NMIS. Specify incidents (mishaps and close calls) and man-hours worked/month. Access to NMIS must be requested through the NASA Access

Management System (NAMS) within 30 days of the contract effective date at https://idmax.nasa.gov. Until access is approved, use the Contractor Monthly Statistics Report

H-6

Template available at http://safety1st.gsfc.nasa.gov under Contractor Safety and e-mail the completed form to Christopher Quinn (christopher.d.quinn@nasa.gov).

(End of clause)

GSFC 52.227-93 APPLICABILITY OF RIGHTS IN DATA - SPECIAL WORKS. (MAR

2008)

The "Rights in Data - Special Works" clause of this contract applies to the following aspects (or items):

Any data requested by the Government for any legitimate government use.

(End of clause)

GSFC 52.227-99 RIGHTS IN DATA. (NOV 2018)

The default Data Rights clause under this contract is FAR 52.227-14 RIGHTS IN DATA-

GENERAL—Alternate II and Alternate III as modified by NASA FAR Supplement 1852.227-14 and GSFC 52.227-90. Any exceptions to this clause will be covered by FAR 52.227-17 RIGHTS

IN DATA--SPECIAL WORKS, if applicable, and GSFC 52.227-93.

(End of clause)

LAUNCH DELAYS.

The delivery schedule and/or period of performance of this contract is based upon a spacecraft launch date of October 2032. In the event of a Government-directed delay of the launch date, the

Contracting Officer may inform the Contractor, in writing or by exercising the Pre-Priced Change

Option as priced out in Section B. If the Government does not exercise a Pre-Priced Change Option and utilizes the authority of this clause, the Government will allow the Contractor to submit a proposal for the effect of this delay on the cost, delivery schedule, or other terms of the contract.

This may result in an equitable adjustment to the estimated cost, fee(s), if any, and delivery schedule or period of performance. Failure to agree to an adjustment shall be considered as a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as extended. In the event of a launch delay the Government reserves the right to exercise a launch delay option as stated in GSFC 52.217-91 Option for

Increased Quantity clause in Section B, the authority of this clause, or a combination of both during contract performance.

H-7

PERFORMANCE-BASED PAYMENT EVENTS AND COMPLETION CRITERIA.

In accordance with Section I clause 52.232-32 PERFORMANCE BASED PAYMENTS, upon successful completion of an event, the contractor may request performance-based payments. The performance-based payments shall be based on the major events and the interim events identified in Section J, Attachment M - Milestone Payment Events, Performance-Based Payment Schedule, and Completion Criteria. The percentages are based on the total value of the firm-fixed price contract (CLIN 001 and CLIN 002). The total percentage of payments for all events, both interim and major, shall not exceed 90%.

The Contracting Officer and Contracting Officer’s Representative shall unilaterally determine the

Contractor’s completion of each event. The determination of event completion will include, but is not limited to, the completion criteria described in Attachment A - Statement of Work, Attachment

C – Contract Deliverable Requirements List, and the applicable completion criteria listed in

Section J, Attachment M - Milestone Payment Events, Performance-Based Payment Schedule, and

Completion Criteria. Completion of each milestone shall require that the Contractor continue to comply with the terms of the contract, including the Statement of Work. Determination of event completion and payment shall not be considered acceptance of work completed and shall not relieve the Contractor of responsibility for performance under the terms and conditions of this contract. Generally, payment events shall be paid in succession. All preceding payment events shall be successfully completed before payment will be made for the next payment event, unless the prior written consent of the Contracting Officer is obtained.

Additional Engineering Analysis (CLIN 004) services are Time & Materials and are not included in Attachment M. CLIN 004 must be invoiced separately and paid in accordance with Clause GSFC

52.216-95 - Hourly Rates and Contract Ceiling Price and 52.232-7 Payments under Time-and-

Materials and Labor-Hour Contracts.

TIME AND MATERIALS (T&M) ORDERS SUMMARY REPORTING

NOTE: This clause applies exclusively to CLIN 004 as authorized and defined in GSFC 52.211-

91 SCOPE OF WORK.

The Contractor shall submit a monthly summary report specifying the invoiced amount associated with each Time and Materials (T&M) type order issued. The summary shall include the order number, current monthly invoiced amount, inception to date (ITD) labor hours expended by labor category multiplied by contract schedule rates, next months planned labor hours by labor category

H-8 multiplied by the contract schedule rates, estimate at completion versus order ceiling price, ITD onsite expended labor hours, ITD offsite expended labor hours plus subcontractor labor hours, and

ITD total expended labor hours. Other direct costs shall be provided in an itemized list for purchases of materials, travel, and miscellaneous costs.

Monthly reports shall be submitted in an electronic format using Microsoft Excel by the 15th day of the month following the month being reported. If the order is issued beyond the middle of a month, the first monthly report shall cover the period from issuance of the order until the end of the following month. The Contractor shall submit the reports required by this clause as follows:

Copies Addressee Mail Code

1 Contracting Officer 171

1 Contracting Officer’s Representative (COR) 490

1 Resource Analyst 155

(End of Text)

[END OF SECTION H]

PART II – CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I-1

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1):

52.202-1 DEFINITIONS. (JUN 2020)

52.203-3 GRATUITIES. (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES. (MAY 2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT.

(JUN 2020)

52.203-7 ANTI-KICKBACK PROCEDURES. (JUN 2020)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY.

(MAY 2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS. (JUN 2020)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT. (NOV 2021)

52.203-14 DISPLAY OF HOTLINE POSTER(S). (NOV 2021)

Paragraph (b)(3) insert: Inspector General Hotline Posters may be obtained from https://oig.nasa.gov/hotline.html

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS. (JAN 2017)

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52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS. (DEVIATION) (SEPT 2025)

52.204-13 SYSTEM FOR AWARD MANAGEMENT - MAINTENANCE. (DEVIATION)

(NOV 2025)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS. (DEC 2014)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, PROPOSED

FOR DEBARMENT, OR VOLUNTARILY EXCLUDED. (NOV 2025)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS. (DEVIATION) (NOV 2025)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS. (DEVIATION) (NOV 2025)

52.210-1 MARKET RESEARCH. (DEVIATION) (NOV 2025)

52.211-5 MATERIAL REQUIREMENTS. (DEVIATION) (JUN 2025)

52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS. (APR 2008)

52.215-2 AUDIT AND RECORDS - NEGOTIATION. (DEVIATION) (NOV 2025)

52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT.

(DEVIATION) (NOV 2025)

52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING

DATA - MODIFICATIONS. (DEVIATION) (NOV 2025)

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA -

MODIFICATIONS. (DEVIATION) (NOV 2025)

I-3

52.215-14 INTEGRITY OF UNIT PRICES. (NOV 2021)

52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS. (DEVIATION) (NOV

2025)

52.215-18 REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT

BENEFITS (PRB) OTHER THAN PENSIONS. (DEVIATION) (NOV 2025)

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES. (NOV 2025)

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA

OTHER THAN CERTIFIED COST OR PRICING DATA - MODIFICATIONS.

(DEVIATION) (NOV 2025) ALTERNATE III (OCT 1997) ALTERNATE IV

(DEVIATION)(NOV 2025)

52.216-7 ALLOWABLE COST AND PAYMENT. (DEVIATION) (NOV 2025)

NOTE: This clause applies exclusively to CLIN 004 as authorized and defined in GSFC 52.211-

91 SCOPE OF WORK.

52.217-2 CANCELLATION UNDER MULTIYEAR CONTRACTS. (OCT 1997)

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS. (DEVIATION) (NOV

2025)

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN. (DEVIATION) (FEB 2026)

52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN. (DEVIATION)

(NOV 2025)

52.219-28 POSTAWARD SMALL BUSINESS PROGRAM REREPRESENTATION.

(DEVIATION) (NOV 2025)

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES. (DEVIATION)

(NOV 2025)

I-4

52.222-3 CONVICT LABOR. (DEVIATION) (NOV 2025)

52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS - OVERTIME

COMPENSATION. (DEVIATION) (NOV 2025)

52.222-19 CHILD LABOR—COOPERATION WITH AUTHORITIES AND REMEDIES.

(DEVIATION) (NOV 2025)

52.222-20 CONTRACTS FOR MATERIALS, SUPPLIES, ARTICLES, AND

EQUIPMENT. (DEVIATION) (NOV 2025)

52.222-35 EQUAL OPPORTUNITY FOR VETERANS. (DEVIATION) (NOV 2025)

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES.

(DEVIATION) (NOV 2025)

52.222-37 EMPLOYMENT REPORTS ON VETERANS. (DEVIATION) (NOV 2025)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR

RELATIONS ACT. (DEVIATION) (NOV 2025)

52.222-50 COMBATING TRAFFICKING IN PERSONS. (DEVIATION) (NOV 2025)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION. (DEVIATION) (NOV 2025)

52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY

DATA. (DEVIATION) (NOV 2025) ALTERNATE I (DEVIATION) (NOV 2025)

52.225-1 BUY AMERICAN - SUPPLIES. (DEVIATION) (NOV 2025)

52.225-8 DUTY-FREE ENTRY. (OCT 2010)

52.226-7 DRUG-FREE WORKPLACE. (MAY 2024)

I-5

52.226-8 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING. (MAY 2024)

52.227-1 AUTHORIZATION AND CONSENT. (JUN 2020) ALTERNATE I (APR 1984)

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT. (JUN 2020)

52.227-11 PATENT RIGHTS - OWNERSHIP BY THE CONTRACTOR. (MAY 2014)

52.227-14 RIGHTS IN DATA - GENERAL. (MAY 2014)

52.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)

52.227-17 RIGHTS IN DATA - SPECIAL WORKS. (DEC 2007)

52.227-21 TECHNICAL DATA DECLARATION, REVISION, AND WITHHOLDING OF

PAYMENT - MAJOR SYSTEMS. (MAY 2014)

52.229-3 FEDERAL, STATE, AND LOCAL TAXES. (FEB 2013)

52.232-1 PAYMENTS. (APR 1984)

52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR

CONTRACTS. (NOV 2021)

52.232-8 DISCOUNTS FOR PROMPT PAYMENT. (FEB 2002)

52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS. (APR 1984)

52.232-11 EXTRAS. (APR 1984)

52.232-17 INTEREST. (MAY 2014)

I-6

52.232-18 AVAILABILITY OF FUNDS. (APR 1984)

52.232-23 ASSIGNMENT OF CLAIMS. (MAY 2014)

52.232-25 PROMPT PAYMENT. (JAN 2017)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD

MANAGEMENT. (OCT 2018)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (JUN 2013)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS. (MAR 2023)

52.233-1 DISPUTES. (DEVIATION) (NOV 2025)

52.233-3 PROTEST AFTER AWARD. (DEVIATION) (NOV 2025)

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM. (DEVIATION)

(NOV 2025)

52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS. (DEVIATION) (NOV 2025)

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS. (JAN 2017)

52.242-13 BANKRUPTCY. (JUL 1995)

52.243-1 CHANGES - FIXED-PRICE. (DEVIATION) (JUN 2025) ALTERNATE II (JUN

2025) ALTERNATE V (DEVIATION) (JUN 2025)

52.243-3 CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS. (DEVIATION)

(JUN 2025)

52.243-6 CHANGE ORDER ACCOUNTING. (DEVIATION) (JUN 2025)

I-7

52.243-7 NOTIFICATION OF CHANGES. (DEVIATION) (JUN 2025)

[Paragraph (b): within 10 calendar days]

[Paragraph (d): within 14 calendar days]

52.244-2 SUBCONTRACTS. (JUN 2020)

[Paragraph (d): TBD]

[Paragraph (j): TBD]

52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES. (DEVIATION) (NOV 2025)

52.245-1 GOVERNMENT PROPERTY. (SEP 2021)

52.245-9 USE AND CHARGES. (APR 2012)

52.246-23 LIMITATION OF LIABILITY. (FEB 1997)

52.246-26 REPORTING NONCONFORMING ITEMS. (AUG 2024)

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-

PRICE). (APR 2012)

52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE). (APR 1984)

52.253-1 COMPUTER GENERATED FORMS. (DEVIATION) (NOV 2025)

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

1852.203-70 DISPLAY OF INSPECTOR GENERAL HOTLINE POSTERS. (DEVIATION)

(SEP 2025)

I-8

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS. (DEVIATION) (SEP 2025)

1852.215-84 OMBUDSMAN. (NOV 2023)

1852.216-89 ASSIGNMENT AND RELEASE FORMS. (DEVIATION) (DEC 2025)

NOTE: This clause applies exclusively to CLIN 004 as authorized and defined in GSFC 52.211-

91 SCOPE OF WORK.

1852.219-75 INDIVIDUAL SUBCONTRACTING REPORTS. (APR 2015)

1852.219-77 NASA SMALL BUSINESS SUPPLIER DEVELOPMENT PROGRAM.

(DEVIATION) (FEB 2026)

1852.219-79 MENTOR REQUIREMENTS AND EVALUATION. (DEVIATION) (FEB

2026)

1852.227-11 PATENT RIGHTS—OWNERSHIP BY THE CONTRACTOR (APR 2015).

1852.227-14 RIGHTS IN DATA—GENERAL (APR 2015).

1852.228-75 MINIMUM INSURANCE COVERAGE. (DEVIATION) (SEP 2025)

NOTE: This clause applies exclusively to CLIN 001, CLIN 002, and CLIN 003 as authorized and defined in GSFC 52.211-91 SCOPE OF WORK.

1852.235-70 NASA SCIENTIFIC AND TECHNICAL INFORMATION (STI)

COMPLIANCE AND DISTRIBUTION SERVICES. (DEVIATION) (AUG 2025)

1852.237-72 ACCESS TO SENSITIVE INFORMATION. (DEVIATION) (DEC 2025)

1852.237-73 RELEASE OF SENSITIVE INFORMATION. (DEVIATION) (DEC 2025)

I-9

1852.246-74 CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND

AVOIDANCE. (DEVIATION) (SEP 2025)

(End of by reference clauses)

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

(a) The Government may extend the term of this contract by written notice to the Contractor within

30 days before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed January 2038.

(End of clause)

52.222-19 CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES.

(NOV 2025) (DEVIATION)

52.222-90 ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

(APR 2026) (DEVIATION)

(a) Definitions. As used in this clause—

Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations;

or similar opportunities that are sponsored or established by the contractor or subcontractor.

Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources.

(b) In connection with the performance of work under this contract, the Contractor agrees as follows:

(1) The Contractor will not engage in any racially discriminatory DEI activities;

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(2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause;

(3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts;

(4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer; and

(5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause.

(6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of clause)

52.232-32 PERFORMANCE-BASED PAYMENTS. (APR 2012)

(a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor's request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests. (1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine

I-11 whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the

Prompt Payment Act. The designated payment office will pay approved requests on the 30th day after receipt of the request for performance-based payment by the designated payment office.

However, the designated payment office is not required to provide payment if the Contracting

Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (a) of this clause, or into the Contractor certification. The payment period will not begin until the

Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments. (1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the

Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

I-12

(2) Performance of this contract is endangered by the Contractor's (i) failure to make progress, or

(ii) unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title. (1) Title to the property described in this paragraph (f) shall vest in the Government.

Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.

(2) Property, as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer's approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the

Contracting…